Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12, the Company is not a party to or subject to: (i) any lease, rental, conditional sale or similar Contract providing for annual rentals of $10,000 or more; (ii) any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or default.

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12, the Company is not a party to or subject to: (i) any leaseThe Company has made available to Parent true, rentalcorrect and complete copies of, conditional sale or similar Contract providing for annual rentals of $10,000 or more; (ii) any Contract relating all Contracts and other instruments to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or which the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) Company or any other Liability, except Contracts relating to indebtedness of its Subsidiaries is a party or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of which the Company; , any of its Subsidiaries or any of their respective properties or assets is bound that (viiA) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by contain covenants that limit the Company; (ix) any Contract or other document that limits the freedom ability of the Company or any of its Subsidiaries, or which, following the consummation of the Merger, could restrict the ability of Parent or any of its affiliates as of immediately prior to the Effective Time or the Surviving Corporation, to compete or operate in any line of business or with any Person or in any geographic area area, or which would so limit to sell, supply or distribute any service or product or to otherwise operate or expand its current or future businesses; (B) involve any exchange traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or any other derivative financial instrument; (C) relate to indebtedness for borrowed money, guarantees or similar obligations; (D) involve, since the freedom of the Company after the Closing Applicable Date; (x) any Contract for , the acquisition or disposition, directly or indirectly (by merger or otherwise), of any Person assets or business thereof capital stock or the disposition other equity interests of any material assets another person for aggregate consideration under such contract in excess of the Company, $10 million (other than acquisitions or dispositions of assets in the ordinary course of business consistent business, including acquisitions and dispositions of inventory); (E) relate to a material joint venture, partnership, limited liability or other similar agreement or arrangement; (F) by its terms calls for aggregate payments by the Company and its Subsidiaries or aggregate payments to the Company and its Subsidiaries under such Contract of more than $2 million over the remaining term of such Contract; (G) with past practicesrespect to any acquisition by the Company or its Subsidiaries pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case involving case, that could result in payments in excess of $10,000 2 million; (H) involve any directors, executive officers or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess 5% stockholders of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights ; (I) involve any labor union or the use other employee organization, including any works council or foreign trade union or trade association; or (J) would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC. Each such Contract described in clause (A) through (J) is referred to herein as a “Material Contract.” (ii) Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has received any written notice or claim of default under any Material Contract or any written notice of an intention to terminate, not renew or challenge the validity or enforceability of any Material Contract and (ii) each of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, Material Contracts is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company noreffect and, to the Knowledge of the Company, any is the valid, binding and enforceable obligation of the other party parties thereto (except that such enforceability is in breach of or default in any material respect under subject to the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, Bankruptcy and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultEquity Exception).

Material Contracts. (a) Except for All Contracts or commitments disclosed in Schedule 3.12, required to be filed as exhibits to the Company SEC Documents have been so filed in a timely manner. Except as set forth in Section 3.17(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is not a party to to, or subject to:bound by, any of the following (each, a “Company Material Contract”): (i) any lease, rental, conditional sale or similar Contract providing for annual rentals that is a “material contract” (as such term is defined in Item 601(b)(10) of $10,000 or moreRegulation S-K of the Exchange Act); (ii) any Contract relating to indebtedness, guarantee, capital lease, credit indebtedness for money borrowed or financing or guaranteed indebtedness for money borrowed of any Person (other Contract for borrowed money or than the deferred purchase price Company and its Subsidiaries) in excess of property Two Million Dollars (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,0002,000,000); (iii) any Contract for the purchase that (A) restricts it from participating or competing in any line of materialsbusiness, supplies, goods, services, equipment market or other assets providing for annual payments by the Company of $10,000 geographic area or more(B) grants any exclusive rights to any Person; (iv) any salesjoint venture, distribution partnership or limited liability company agreements or other similar Contract providing for agreements or arrangements relating to the sale by formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such agreements or arrangements solely between or among the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or moreand/or its wholly owned Subsidiaries; (v) any agency, dealer, sales representative collective bargaining agreement or other similar ContractContract to or with any labor union or other employee representative of a group of employees; (vi) any employment employment, retention, severance, change in control or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Companyagreement; (vii) any partnershipContract, joint venture including any employment, retention, severance, change in control or other similar Contractconsulting agreement, and stock option plan, stock incentive plan, stock appreciation rights plan, or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (either alone or in combination with any subsequent event or events) or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (viii) any licenseContract between the Company and any of its Affiliates, franchise agreement other than any such Contract solely between or Contract in respect of similar rights granted to or held by among the CompanyCompany and/or its wholly owned Subsidiaries; (ix) any Contract or Material IP Contracts and other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing DateMajor Properties Contracts; (x) any Contract for the acquisition of any Person or business thereof or relating to the disposition or acquisition by the Company or any of any material its Subsidiaries of assets or properties in excess of the CompanyTwo Million Dollars ($2,000,000), other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this AgreementMaterial IP Contracts; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess termination of $10,000 in any calendar year;which would reasonably be expected to have a Company Material Adverse Effect; or (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract that contains outstanding obligations in excess of Two Million Dollars ($2,000,000) or commitment not made in the ordinary course of business that is otherwise material to the Companycondition (financial or otherwise), business, properties, assets or results of operations of the Company and its Subsidiaries taken as a whole. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement As of the Companydate of this Agreement, is in full force the Company has made available to Parent true, correct and effectcomplete copies of all Company Material Contracts. (c) Except as set forth or described on Section 3.17(c) of the Company Disclosure Letter, and is enforceable against (i) neither the CompanyCompany nor any of its Subsidiaries nor, and to the Knowledge of the Company, any other party to a Company Material Contract, is in material breach or violation of, or in material default under, any Company Material Contract, (ii) with respect to either the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other parties theretoparty to a Company Material Contract, no event has occurred or circumstance exists which would result in a material breach or violation of, or a material default under, any Company Material Contract (in each case, with or without notice or lapse of time or both) and (iii) each Company Material Contract is valid and binding on each of the Company and its Subsidiaries, as applicable, and, to the Knowledge of the Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or other similar laws relating to hereafter affecting creditors’ rights generally and subject, as to the enforceability, to general principles of equity. Except as disclosed on Schedule 3.12equity (regardless of whether enforcement is sought in a proceeding at equity or law), neither and is in full force and effect with respect to each of the Company norand its Subsidiaries, as applicable and, to the Knowledge of the Company, any each other party thereto is in breach thereto. In the ordinary course of business, the Company and its Subsidiaries do not enter into Contracts providing for most favored customer pricing or default in any material respect under the similar terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultthird parties.

Material Contracts. (a) Except for Contracts or commitments as disclosed in Schedule 3.12the Filed Company SEC Documents, Section 4.14 of the Company Disclosure Schedule contains a list of each of the following Contracts to which the Company or any of its Subsidiaries is not a party to or subject toby which it is bound as of the date of this Agreement: (i) each Contract not to compete or otherwise restricting in any leasematerial respect the development, rentalmanufacture, conditional marketing, distribution or sale of any products or services (including any Contract that requires the Company or any of its Subsidiaries to work exclusively with any person in any particular area) or any other similar Contract providing for annual rentals limitation on the ability of $10,000 the Company or moreany of its Subsidiaries to transact or compete in any line of business, with any person, in any geographic area or during any period of time (including any standstill agreements); (ii) any Contract relating to indebtedness, guarantee, capital lease, credit each material joint venture or financing or other Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000similar Contract; (iii) any each indemnification Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company Contract conferring indemnification rights or obligations in excess of $10,000 or more1,000,000; (iv) any saleseach loan or credit agreement, distribution indenture, mortgage, note or other similar Contract providing evidencing indebtedness in excess of $1,000,000 for the sale money borrowed by the Company or any of materialsits Subsidiaries from a third party lender, supplies, goods, services, equipment or other assets providing and each Contract pursuant to which any such indebtedness for annual payments to borrowed money is guaranteed by the Company or any of $10,000 or moreits Subsidiaries; (v) any agency, dealer, each exclusive sales representative or other similar Contractdistribution Contract pursuant to which the Company’s revenues in the preceding 12 months exceeded $1,000,000; (vi) each Contract concerning or relating to any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder Intellectual Property that is material to the business of the CompanyCompany and its Subsidiaries, taken as a whole, excluding Contracts for generally commercially available mass market software or other technology that is subject to “shrink-wrap” or “click-through” Contracts; (vii) any partnershipeach Contract entered into after January 1, joint venture 2007 or not yet consummated, that involves the acquisition, disposition or issuance, directly or indirectly (by merger or otherwise), of assets (including the purchase, sale or lease of real property) or capital stock or other similar Contract;equity interests of another Person or the Company or any of its Subsidiaries for aggregate consideration under such contract in excess of $1,000,000 (other than acquisitions or dispositions of assets in the ordinary course consistent with past practice, including acquisitions and dispositions of inventory); or (viii) any license, franchise agreement or each Contract in respect of similar rights granted to or held by the Company; (ixi) any Contract or other document that limits the freedom of under which the Company to compete in any line of business paid or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments received in excess of $10,000 1,000,000 in fiscal year 2009 that would be breached or as subject to cancellation or termination due to the transactions contemplated by this Agreement; hereby, or (xiii) individually or in the aggregate with other Contracts, accelerate payment obligations, performance deadlines or modify or accelerate any Contract requiring capital expenditures after other material obligation due to the date hereof in an amount transactions contemplated hereby in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made 1,000,000 in the ordinary course of business that is material to the Companyaggregate. (b) Each Contract and commitment required “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) to be disclosed in Schedule 3.12 which the Company or any of its Subsidiaries is a party or by which they are bound as of the date of this Agreement and each of the Contracts described in clauses (i) through (viii) of Section 4.14(a) (each such Contract, a “Company Material Contract”) is valid and binding agreement on the Company or one of its Subsidiaries, as applicable, and, to the knowledge of the Company, is each other party thereto, and in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, effect in accordance with its termsterms (except those which are cancelled, rescinded or terminated after the date of this Agreement in accordance with their terms and subject to applicable bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium or and other similar laws relating to laws, affecting creditors’ rights generally and to the general principles of equityequity ), except where the failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, and no written notice to terminate, in whole or part, has been served. Except as disclosed on Schedule 3.12, neither To the Company nor, to the Knowledge knowledge of the Company, any no other party thereto is in breach of material default under any Company Material Contract, except where such default has not had and would not reasonably be expected to have, individually or default in any material respect under the terms of any such Contract or commitmentaggregate, a Material Adverse Effect on the Company. The Company has not received any written notice of any breach material default by it or violation ofany of its Subsidiaries under any Company Material Contract from the other party thereto. The Company has made available to Parent copies of all Company Material Contracts, or default underincluding any amendments thereto, any Contract or commitment required to be disclosed that are true, correct and complete in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultall material respects.

Material Contracts. The Company has provided (by hard copy, electronic data room or otherwise) to the Acquirer or its Representatives true, correct and complete copies of each of the following to which the Company or any Company Subsidiary is a party as of the date of this Agreement (each, a “Material Contract”): (a) Except all Contracts relating to Intellectual Property (excluding commercially available off-the-shelf non-exclusive licenses for software with aggregate fees of less than $500,000); (b) all Securitization Instruments that are material to securitizations of $500,000,000 or more in principal amount; (c) all Contracts or commitments disclosed with vendors involving in Schedule 3.12, each case annual payments by the Company is not a party to or subject to: (i) any lease, rental, conditional sale or similar Contract providing for annual rentals Company Subsidiary of $10,000 500,000 or more; (iid) any Contract relating all Contracts which relate to indebtednessan acquisition, guaranteedivestiture, capital leasemerger or similar transaction and which contain representations, credit or financing covenants, indemnities or other Contract for borrowed money obligations (including “earn-out” or other contingent obligations) that are still in effect; and (e) all Contracts with respect to the deferred purchase price employment or service of property (whether incurredany current or former directors, assumedofficers, guaranteed employees or secured by any asset) consultants of the Company or any of the Company Subsidiaries other Liabilitythan (i) with respect to non-executive employees and consultants, except Contracts relating to indebtedness or Liabilities incurred entered into in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; and (iiiii) any Contract oral Contracts for the purchase of materials, supplies, goods, services, equipment employment or other assets providing for annual payments retention that may be terminated by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition applicable Subsidiary for a payment of any material assets of the Company, other less than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Company. (b) 250,000. Each Material Contract and commitment required to be disclosed in Schedule 3.12 each Specified Contract (A) is a legal, valid and binding agreement of on the CompanyCompany and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect, effect and is enforceable against the CompanyCompany and the Company Subsidiaries which are party to such contract and, and to the Knowledge Company’s Knowledge, each of the Company, the other parties thereto, thereto in accordance with its terms, subject subject, as to applicable enforceability, to bankruptcy, insolvency, moratorium or insolvency and other similar laws Laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles, whether considered in a proceeding at law or in equity and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the Acquisition, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general principles applicability relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity, other than with respect to any Material Contract or Specified Contract that has expired after the date of equitythis Agreement in accordance with its terms. Except as disclosed on Schedule 3.12, neither Neither the Company nornor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in breach of material violation or default in under any material respect Material Contract or any Specified Contract. No benefits under the terms any Material Contract or any Specified Contract will be increased, and no vesting of any such benefits under any Material Contract or commitmentany Specified Contract will be accelerated, by the occurrence of the Acquisition, nor will the value of any of the benefits under any Material Contract or any Specified Contract be calculated on the basis of the Acquisition. The Company has not received any notice and the Company Subsidiaries, and to the Knowledge of any breach or violation ofthe Company, or default undereach of the other parties thereto, any Contract or commitment have performed in all material respects all material obligations required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a performed by them under each Material Adverse EffectContract and each Specified Contract, and there to the Knowledge of the Company, no event has not occurred any event that, that with the notice or lapse of time or giving of notice or both, would constitute such a material breach or defaultdefault or permit termination, modification, or acceleration, under the Material Contracts or the Specified Contracts. As of the date of this Agreement, there is not any pending, or to the Knowledge of the Company, threatened, amendment, modification, cancellation or termination with respect to the Material Contracts or any Specified Contract.

Material Contracts. (a) Except for Contracts those agreements filed as exhibits to the MLP SEC Reports and those agreements set forth on Section 4.9(a) of the MLP Disclosure Schedule (collectively, the “MLP Material Agreements”), none of the MLP Group Entities is a party to, or is bound by, any agreements, contracts or commitments disclosed in Schedule 3.12, the Company is not a party to (whether written or subject to:oral): (i) any lease, rental, conditional sale or similar Contract providing for annual rentals which is a “material contract” (as such term is defined in Item 601(b)(10) of $10,000 or moreRegulation S-K of the SEC); (ii) any Contract which constitutes a contract or commitment relating to indebtedness, guarantee, capital lease, credit or financing or other Contract indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course excess of business consistent with past practices in an amount not exceeding $10,00010,000,000; (iii) which contains any Contract provision that prior to or following the Effective Time would materially restrict or alter the conduct of business of, or purport to materially restrict or alter the conduct of business of, whether or not binding on, MLP or any controlled Affiliate of MLP, including by materially restricting the disposition of any business or assets; (iv) which is a lease or license (whether of real, personal or intangible property) providing for annual rentals or fees of $5,000,000 or more that cannot be terminated by any MLP Group Entity on not more than 60 days’ notice without payment by such MLP Group Entity of any material penalty; (v) which is an agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for that in each case both (A) cannot be terminated by any MLP Group Entity on not more than 60 days’ notice without payment by any of MLP Group Entity of any material penalty and (B) involves annual revenues or payments by the Company in excess of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract10,000,000; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any which is a partnership, joint venture or other similar Contractagreement or arrangement; (vii) which is a contract relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) with a purchase price of $10,000,000 or more; (viii) any licensecontract that relates to any commodity or interest rate swap, franchise agreement cap or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract collar or other document that limits the freedom of the Company to compete in any line of business similar hedging or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Companyderivate transactions, other than any contract for purchase and sale of commodities and the associated hedging instruments entered into in the ordinary course of business consistent with past practicespractice; (ix) any contract relating to the gathering, processing, treating, transportation, storage, sale or purchase of natural gas, condensate or other liquid or gaseous hydrocarbons or the products therefrom, or the provision of services related thereto (including any operation, operation servicing or maintenance contract) in each case involving that involves annual revenues or payments in excess of $10,000 or as contemplated by this Agreement;10,000,000; or (xix) any Contract requiring contract relating to the construction of capital assets or other capital expenditures after the date hereof in an amount each case that involves annual revenues or payments in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Company10,000,000. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, is in full force and effect, and is enforceable against the Company, and Except to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws relating to or affecting creditors’ rights generally and to the by general principles of equity. Except as disclosed on Schedule 3.12equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); provided, neither however, that any indemnity, contribution and exoneration provisions contained in any such MLP Material Agreement may be limited by applicable Law and public policy, each of the Company norMLP Material Agreements (i) constitutes the valid and binding obligation of the applicable MLP Group Entity and, to the Knowledge of the CompanyMLP Parties, any constitutes the valid and binding obligation of the other party thereto parties thereto, (ii) is in breach full force and effect as of or default the Execution Date and (iii) will be in any material respect under full force and effect upon the terms consummation of any such Contract or commitment. The Company has not received any notice of any breach or violation ofthe transactions contemplated by this Agreement, or default under, any Contract or commitment required in each case unless the failure to be disclosed in Schedule 3.12 that could reasonably be expected to resultso would not constitute, individually or in the aggregate, in a an MLP Material Adverse Effect. (c) There is not, and there has not occurred to the Knowledge of any of the MLP Parties, under any MLP Material Agreement, any default or event thatwhich, with the notice or lapse of time or giving of notice or both, would constitute a default on the part of any of the parties thereto, except such a breach events of default and other events as to which requisite waivers or defaultconsents have been obtained or which would not constitute, individually or in the aggregate, an MLP Material Adverse Effect.

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12, Section 3.20(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a correct and complete list of each of the following types of Contracts to which the Company, any Company Sharing Company (to the extent applicable) or any of their respective Subsidiaries is not a party to party, or subject toby which any of their respective properties or assets is bound: (i) each Contract that, (A) limits or restricts the Company, any lease, rental, conditional sale or similar Contract providing for annual rentals of $10,000 or more; (ii) any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) Company Sharing Company or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete their Subsidiaries from competing in any line of business or with any Person or in any geographic area region, (B) contains exclusivity obligations or restrictions binding on the Company, any Company Sharing Company or any of their respective Subsidiaries, (C) requires the Company, any Sharing Company or any of their respective Subsidiaries to conduct any business on a “most favored nations” basis with any third party or (D) provides for rights of first refusal or offer or any similar requirement or right in favor of any third party in respect of a Minority Investment Entity, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (ii) each Contract that is a joint venture, partnership, limited liability company or similar agreement that is material to the Company and its Subsidiaries, taken as a whole; (iii) each Contract that is a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than letters of credit and those between the Company and its wholly owned Subsidiaries) relating to indebtedness for borrowed money in an amount in excess of $10 million individually; (iv) each Contract with respect to an interest, rate, currency or other swap or derivative transaction (other than those between the Company and its Subsidiaries) with a fair value in excess of $5 million; (v) each Contract that is an acquisition agreement or a divestiture agreement or agreement for the sale, lease or license of any business or properties or assets of or by the Company (by merger, purchase or sale of assets or stock) entered into since December 31, 2014 or pursuant to which would so limit (A) the freedom Company has any outstanding obligation to pay after the date of this Agreement consideration in excess of $5 million or (B) any other Person has the right to acquire any assets of the Company or any of its Subsidiaries after the Closing Datedate of this Agreement with a fair market value or purchase price of more than $5 million, excluding, in each case, (x) any Contract relating to Program Rights and (y) acquisitions or dispositions of supplies, inventory or products in connection with the conduct of the Company’s and its Subsidiaries’ business or of supplies, inventory, products, equipment, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company or its Subsidiaries; (vi) each Contract pursuant to which the Company or any of its Subsidiaries has continuing “earn-out” or similar obligations that could result in payments in excess of $5 million; in the aggregate (vii) any Contract relating to Program Rights under which it would reasonably be expected that the Company and its Subsidiaries would make annual payments in excess of $5 million per year; (viii) any network affiliation Contract or similar Contract; (ix) any Contract relating to cable or satellite transmission or retransmission with MVPDs that reported more than 50,000 paid subscribers to the Company, any Company Sharing Company or any of their respective Subsidiaries for March 2017 with respect to either (A) the Company’s WGN America cable service or (B) at least one Company Station; (x) any Contract for the acquisition of that is a Sharing Agreement and any Person or business thereof or the disposition of any material assets of the Company, related option agreement (other than in those among the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this AgreementCompany and its Subsidiaries); (xi) any Contract requiring capital expenditures after that is a channel sharing agreement with a third party or parties with respect to the date hereof in an amount in excess sharing of $10,000 in any calendar yearspectrum for the operation of two or more separately owned television stations; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or[reserved]; (xiii) any material Contract with a Governmental Authority (other than as disclosed on Section 3.12 of the Company Disclosure Letter); (xiv) any material collective bargaining agreement or other material Contract with any labor organization; (xv) any Contract not terminable at will by the Company or commitment not made its Subsidiary for the employment of any executive officer or individual employee at the vice president level or above on a full-time, part-time or consulting basis with base compensation in excess of $350,000; (xvi) any Contract (other than those for Program Rights) pursuant to which the ordinary course Company or any of business its Subsidiaries has sold or traded commercial air time in consideration for property or services with a value in excess of $500,000 in lieu of or in addition to cash; (xvii) each Contract that is required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the CompanySecurities Act; and (xviii) any Contract not otherwise disclosed in Section 3.20 of the Company Disclosure Letter (other than those for Program Rights) under which as of December 31, 2016, it was reasonably expected that the Company and its Subsidiaries would receive or make payments of $3 million or more during calendar year 2017, except for those Contracts that can be cancelled by any party thereto without cause on less than 90 days’ notice. Each Contract of the type described in clauses (i) through (xviii) is referred to herein as a “Company Material Contract”. (b) Each Except for any Company Material Contract that has terminated or expired in accordance with its terms and commitment required except as has not had, and would not reasonably be expected to be disclosed have, individually or in Schedule 3.12 the aggregate, a Company Material Adverse Effect, each Company Material Contract is a valid and binding agreement of the Company, is and in full force and effecteffect and, and is enforceable against the Company, and to the Knowledge of the Company, enforceable against the other party or parties thereto, thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equityEnforceability Exceptions. Except as disclosed on Schedule 3.12for breaches, neither the Company norviolations or defaults which have not had, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has and would not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to resulthave, individually or in the aggregate, in a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company any other party to a Company Material Contract, is in violation of or in default under any provision of such Company Material Contract. True and there has not occurred complete copies of the Company Material Contracts and any event that, with material amendments thereto have been made available to Parent prior to the lapse date of time or giving of notice or both, would constitute such a breach or defaultthis Agreement.

Material Contracts. There have been made available to Sub or ------------------ its designees complete and correct copies of all of the following contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound (a) Except for Contracts or commitments disclosed in Schedule 3.12collectively, the Company is not a party to or subject to: "Material Contracts"): (i) contracts with any leasecurrent officer, rentaldirector, conditional sale "affiliate" or similar Contract providing for annual rentals "associate" (as such terms are defined in Rule 12b-2 under the Exchange Act) of $10,000 the Company or more; any of its Subsidiaries; (ii) contracts for the sale of any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or of the deferred purchase price assets of property (whether incurred, assumed, guaranteed or secured by any asset) the Company or any of its Subsidiaries other Liability, except Contracts relating to indebtedness or Liabilities incurred than in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; or for the grant to any person of any preferential rights to purchase any of its assets; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom contracts containing covenants of the Company or any of its Subsidiaries not to compete in any line of business or with any Person person in any geographical area or, other than forms of contracts with independent contractors in connection with the Affiliate Program, covenants of any other person not to compete with the Company or any of its Subsidiaries in any line of business or in any geographic area or geographical area; (iv) indentures, credit agreements, mortgages, promissory notes, and other contracts relating to the borrowing of money which would so limit the freedom are in excess of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, other than $1,000,000 in the ordinary course of business consistent aggregate, (v) contracts or obligations with past practicesall employees, in each case involving consultants and agents providing for annual payments in excess of $10,000 150,000, (vi) contracts which contain change of control provisions or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company whose severance provisions will be accelerated upon consummation of the Proprietary Rights transactions contemplated hereby; (vii) forms of any contracts with independent contractors in connection with the Affiliate Program which are substantially the same as all such contracts; and (viii) all other Person; or (xiii) any other Contract agreements contracts or commitment not made in the ordinary course of business that is instruments which are material to the Company. (b) Each Contract . All of the Material Contracts are in full force and commitment required to be disclosed in Schedule 3.12 is a effect and are the legal, valid and binding agreement obligation of the Company or its Subsidiaries, enforceable against them in accordance with their respective terms. Neither the Company nor any Subsidiary is in default under any Material Contract nor, to the best knowledge of the Company, is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is to any Material Contract in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultthereunder.

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12As of the date hereof, the Company is not a party to or subject tobound by: (i) any lease, rental, conditional sale lease of or similar Contract providing for annual rentals of $10,000 or moreother occupancy arrangement regarding real property; (ii) any Contract relating to indebtedness, guarantee, capital lease, credit lease of personal property providing for annual payments by the Company of $10,000 or financing more and which is not cancelable or other Contract for borrowed money terminable without penalty with notice of 60 or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000less days; (iii) any Contract agreement for the purchase or license of materials, supplies, goods, services, equipment or other tangible or intangible assets providing that provides for (or would reasonably be expected to result in) either annual payments by the Company of $10,000 25,000 or more or aggregate payments by the Company of $50,000 or more; (iv) any sales, rental, distribution or other similar Contract agreement providing for the sale sale, rental or distribution by the Company of materials, supplies, goods, services, equipment or other assets providing that expressly provides for (or would reasonably be expected to result in) either annual payments to the Company of $10,000 25,000 or more or aggregate payments to the Company of $50,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contractagreement or arrangement; (vi) any agreement, contract or commitment relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (viii) any licensealliance, franchise agreement agency, dealer, sales representative, marketing or Contract in respect of other similar rights granted to or held by the Companyagreement; (ix) any Contract consulting, services, development or collaboration agreement or other document agreement for development of products and services for the Company; (x) any agreement that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company Surviving Corporation, Parent or any of Parent’s Affiliates after the Closing Date; (xxi) any Contract agreement providing for indemnification by the acquisition of any Person Company, or business thereof or the disposition of any material assets in favor of the Company, other than indemnification provisions arising in the ordinary course of business and consistent with past practices, including without limitation in each case involving payments purchase orders, customer agreements or indemnities of lessors (other than any Affiliate) under any leases; (xii) any material agreement containing a “most favored nation” or similar provision or providing for minimum purchase or sale obligations; (xiii) any agreement with any Affiliate of the Company, any director or officer of the Company, or any “associate” or any member of the “immediate family” (as such terms are respectively defined in excess Rule 12b-2 and Rule 16a-1 of $10,000 the 1▇▇▇ ▇▇▇) of any such director or as officer; (xiv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, Company Securities or debt instruments, or any undertaking, promise or other obligation, written or oral, of the Company to issue any Company Securities, the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (xixv) any Contract requiring capital expenditures after agreement with or among the date hereof in an amount in excess Members, including any agreement that provides for preemptive rights or imposes any limitation or restriction on Company Securities, including any restriction on the right of $10,000 in any calendar year; (xii) any Contract relating a Member to the Company’s Proprietary Rights vote, sell or the use by the otherwise dispose of such Company of the Proprietary Rights of any other PersonSecurities; or (xiiixvi) any other Contract agreement, commitment, arrangement or commitment plan not made in the ordinary course of business that is material to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or default.

Material Contracts. (a) Except for Contracts or commitments disclosed as set forth in Schedule 3.12Section 3.10(a) of the Seller Disclosure Schedule, as of the Company Closing Date, neither Parent nor any of its Affiliates is not a party to any currently effective Contract related primarily to the Business, and none of the Purchased Assets or Business Licensed Intellectual Property are subject to:to any Contract, that involve (each, a “Material Contract”): (i) any lease, rental, conditional sale or similar Contract providing for annual rentals of $10,000 or moreTop Customer; (ii) any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000Top Supplier; (iii) obligations (contingent or otherwise) of, or payments by, Parent or any Contract for of its Affiliates related primarily to the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company Business in excess of $10,000 50,000 in any one calendar year or more$100,000 over the current term of such agreement (other than those written agreements with employees or individual consultants); (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to Parent or any of its Affiliates related primarily to the Company Business in excess of $10,000 50,000 in any one calendar year or more$100,000 over the current term of such agreement; (v) the license, assignment or transfer of any agencymaterial Intellectual Property right to or from Parent or any of its Affiliates used or held for use exclusively in connection with the Business or the Products, dealerincluding without limitation the Licensed Intellectual Property Agreements (in each case, sales representative other than non-exclusive licenses to Parent or its Affiliates arising from the purchase of “off-the-shelf” or other similar Contractstandard products, non-exclusive licenses from Parent or its Affiliates to persons solely for the purpose of such person providing services or products to Parent or its Affiliates, or non-disclosure agreements or agreements in the form(s) previously provided to Buyer relating to proprietary information and inventions executed in favor of Parent and its Affiliates by employees that are not key officers or key employees of Parent and its Affiliates (collectively, “Excluded Contracts”)); (vi) any employment restriction on the right or consulting Contract, and ability of Parent or any Contract with of its Affiliates to do any officer, director, employee or 10% stockholder of the Companyfollowing in each case, with respect to the Business: (A) to solicit any customer of any other person; (B) to acquire any product or other asset or any services from any other person; (C) to solicit, hire or retain any person as an employee, consultant or independent contractor; or (D) to engage in the Business in any geographic area or market segment or during any period of time; (vii) any partnershipthe design, joint venture development, or other similar Contracttesting of the Products, or clinical trials (including pre- and post-marketing trials) relating to the Products; (viii) the manufacture, marketing, sale or distribution of any licenseProducts in any jurisdiction, franchise agreement or Contract in respect any restrictions on Parent’s or any of similar its Affiliates’ exclusive rights granted to or held by develop, manufacture, assemble, distribute, market and sell the CompanyProducts; (ix) indemnification by Parent or any Contract of its Affiliates with respect to infringements of Intellectual Property rights primarily used in or other document that limits primarily related to the freedom of Products or the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing DateBusiness; (x) any Contract for the acquisition purchase of any Person materials, supplies or business thereof or equipment primarily related to the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this AgreementBusiness; (xi) joint ventures, partnerships or teaming arrangements, or involving a sharing of profits, losses, costs or Liabilities of Parent or any Contract requiring capital expenditures after of its Affiliates primarily related to the date hereof in an amount in excess of $10,000 in any calendar yearBusiness; (xii) Indebtedness or Encumbrances on the Business other than would not result in any Contract relating material Liability to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; orBuyer; (xiii) any settlement related to the Products or the Business; (xiv) any other Contract or commitment not made in the ordinary course of business that is with material obligations primarily related to the CompanyBusiness; or (xv) any other Contract that would otherwise be a “material contract” for the Business considered collectively on a stand-alone basis (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, Material Contracts is in full force and effect, effect and is enforceable against the Companylegal, valid and binding obligation of Parent or any of its Affiliates which is party thereto, and, to the Knowledge of the CompanyParent, of the other parties thereto, thereto enforceable against each of them in accordance with its termsterms and, subject to applicable bankruptcyupon consummation of the transactions contemplated by this Agreement, insolvencyshall, moratorium or other similar laws relating to creditors’ rights generally except as otherwise stated in Section 3.10(b) of the Seller Disclosure Schedule, continue in full force and to the general principles effect. Neither Parent nor any of equity. Except as disclosed on Schedule 3.12, neither the Company its Affiliates nor, to the Knowledge of Parent, the Company, any other party thereto or parties thereto, is in material breach or material non-compliance of or default in any material respect under the terms term of any such Contract or commitmentMaterial Contract. The Company Neither Parent nor any of its Affiliates has not received any written notice of any breach or violation ofdefault or, or default underto the Knowledge of Parent, any oral notice of default or threat thereof with respect to any Material Contract. (c) Parent has made available to Buyer complete and correct copies of all Material Contracts, together with all amendments, modifications or supplements thereto. (d) Except as set forth in Section 3.10(d) of the Seller Disclosure Schedule, no consent of any third party is required under any Material Contract as a result of or commitment required in connection with, and the enforceability of any Material Contract will not be affected in any manner by, the execution, delivery and performance of this Agreement, any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except where the failure to be disclosed in Schedule 3.12 that could reasonably be expected to resultobtain such consent or the effect on enforceability, individually or in the aggregate, would not reasonably be expected to be material to the Business. Subject to obtaining the consents set forth in a Section 3.10(d) of the Seller Disclosure Schedule, the execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby will not cause an increase or acceleration of any obligations of Parent or any of its Affiliates pursuant to any contract, agreement or other arrangement listed in Section 3.10(b) of the Seller Disclosure Schedule or give additional rights to any other party thereto nor will any such Material Adverse EffectContract in any other way be materially adversely affected by, and there has not occurred any event thator terminated or lapse by reason of, with the lapse of time or giving of notice or both, would constitute such a breach or defaulttransactions contemplated by this Agreement.

Material Contracts. (a) Except for Schedule 3.11(a) sets forth, as of the date hereof, all of the following Contracts (collectively, all such Contracts disclosed or commitments disclosed in Schedule 3.12required to be disclosed, the Company is not a party to or subject to:“Material Contracts”): (i) any lease, rental, conditional sale Labor Agreement or similar Contract providing for annual rentals of $10,000 or morewith any Business Employee; (ii) any Contract relating other than with respect to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or the deferred purchase price sales of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred Inventory in the ordinary course Ordinary Course, Contracts for the sale by Seller of business consistent with past practices any Purchased Assets for consideration in an amount not exceeding excess of $10,000250,000; (iii) any Contract Contracts for the purchase lease of materials, supplies, goods, services, equipment or other assets providing for personal property by Seller with respect to the Business involving annual payments by the Company in excess of $10,000 or more25,000; (iv) any salesContracts, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments with respect to the Company Business, relating to incurrence of Indebtedness, or the making of any loans, in each case involving amounts in excess of $10,000 or more100,000; (v) Contracts to which Seller is a party that relate to the Business (A) for the development or co-development of Intellectual Property, (B) providing for any agencysettlement related to Intellectual Property or any consent to use, dealercoexistence, sales representative or similar agreements, or (C) any other similar Contractmaterial Contracts to which Seller is a party pursuant to which (1) Seller permits any Person to use any of the Purchased Intellectual Property, or (2) any Person permits Seller to use, with respect to the Business, any Intellectual Property of any third party, other than, in each case, (x) Contracts for commercially available, off-the-shelf software, “click-wrap” or “shrink-wrap” licenses and (y) Contracts in which rights to use Intellectual Property are incidental and not material to such Contracts; (vi) any employment Contracts limiting the freedom of Seller, to the extent related or consulting Contractapplicable to the Business, and any Contract or if included in the Assigned Contracts, to (A) compete with any officerother Person or (B) solicit business from, directoror any employees of, employee any other Person, in each case, in any line of business, market or 10% stockholder of the Companygeographic area; (vii) Contracts containing covenants granting any partnershipother Person an option or a right of first refusal, joint venture first offer or other similar Contractfirst negotiation to purchase or acquire any Purchased Assets; (viii) any licenseContracts, franchise agreement or Contract in with respect of similar rights granted to or held by the CompanyBusiness, with the Persons set forth on Schedule 3.17; (ix) any Contract or other document that limits Contracts, with respect to the freedom of the Company to compete in any line of business or Business, with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Datedistributor granting an exclusive distribution network; (x) Contracts involving, with respect to the Business, a sharing of profits or expenses, including any Contract for the acquisition of any Person joint venture or business thereof or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreementpartnership agreements; (xi) Contracts with respect to the Business with any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year;Governmental Body; or (xii) any Contract relating Contracts with respect to the Company’s Proprietary Rights Business which involve annual revenues or the use expenditures of more than $250,000 that, in either case, are not terminable by the Company Seller without penalty on notice of the Proprietary Rights of any other Person; or (xiii) any other Contract 90 days or commitment not made in the ordinary course of business that is material to the Companyless. (b) Each Contract and commitment required to be disclosed in Except as identified as such on Schedule 3.12 3.11(b) none of the Material Contracts is a valid Shared Contract. (c) Seller is not in default, and binding agreement has not committed or failed to perform any act that with notice or lapse of time or both would constitute a default by Seller under any Material Contract. As of the Company, is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nordate hereof, to the Knowledge of the CompanySeller, there has been no default under any Material Contract by any other Person party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation ofthereto, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregateexcept, in a each case, for defaults, performance failures or events that would not be material. Complete and accurate copies of the Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultContracts have been made available to Buyer.

Material Contracts. (a) Except As of the date of this Agreement, except as set forth on Section 2.16 of the XETA Schedule, and except for Contracts or commitments disclosed in Schedule 3.12(i) this Agreement, and (ii) the Company XETA Employee Benefit Plans, neither XETA nor any of its subsidiaries is not a party to or subject tobound by any contract (whether written or oral) which is: (iA) any leasea loan, rentalguarantee of indebtedness or credit agreement, conditional sale note, bond, mortgage, indenture or similar Contract providing for annual rentals of $10,000 or more; (ii) any Contract other binding commitment relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or the deferred purchase price of property than (whether incurred, assumed, guaranteed or secured by any assetx) or any other Liability, except Contracts relating to indebtedness or Liabilities trade debt and advances incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000business, (y) accounts payable and (z) intercompany loans to the subsidiaries of XETA; (iiiB) a contract, lease or license pursuant to which XETA or any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company its subsidiaries paid amounts in excess of $10,000 or more250,000 within the 12 month period prior to the date of this Agreement; (ivC) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or morea material consulting agreement; (vD) any agencycontract providing for indemnification by XETA or any of its subsidiaries that is material to XETA and its subsidiaries, dealertaken as a whole, sales representative other than any contract providing for indemnification of customers or other similar Contractpersons entered into in the ordinary course of business; (viE) a contract that purports to limit the right of XETA or any employment of its affiliates to engage or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete in any line of business in which XETA or its subsidiaries is engaged or to compete with any Person person or operate in any geographic area or which would so limit the freedom of the Company after the Closing Datelocation; (xF) a contract that creates a partnership, joint venture or any Contract strategic alliance or similar arrangement that is material to XETA with respect to any portion of the business of XETA or its subsidiaries; (G) a license, franchise, distributorship or other contract or agreement which relates in whole or in part to any material Intellectual Property of or used by XETA or its subsidiaries, but excluding any commercial off the shelf software with retail value of less than $25,000 per item; (H) a contract material to XETA with any manufacturer, supplier or provider of products or services that are resold by XETA or its subsidiaries or incorporated into any XETA product that is resold by XETA or its subsidiaries to any third party; (I) a contract material to XETA providing for the acquisition development of any Person product, system, software, content, technology, or business thereof Intellectual Property, independently or jointly, by or for XETA or its subsidiaries, or any contract or agreement providing for the disposition sale of customized or otherwise non-commercially available software, technology, products or services by or to XETA or its subsidiaries; (J) a contract to which XETA or any material assets subsidiary is a party providing for future performance by XETA or such subsidiaries in consideration of the Companyamounts previously paid, other than excluding maintenance agreements and purchase agreements with customers entered into in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreementbusiness; (xiK) a contract to provide source code which constitutes any Contract requiring capital expenditures after the date hereof in an amount in excess or part of $10,000 in material XETA Intellectual Property to any calendar yearthird party for any product or technology; (xiiL) a contract material to XETA with any distributor, reseller, original equipment manufacturer, systems integrator, sales representative, sales agency or manufacturer’s representative or otherwise, providing for the distribution or resale of any XETA product; and (M) any Contract relating commitment or agreement to the Company’s Proprietary Rights or the use by the Company enter into any of the Proprietary Rights foregoing. All contracts of any other Person; or (xiiithe type described in this Section 2.16(a) any other Contract or commitment not made in are referred to herein as the ordinary course of business that is material to the Company“XETA Material Contracts.” (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is Other than as a valid and binding agreement result of the Company, is in full force and effect, and is enforceable against the Company, and to the Knowledge expiration or termination of the Company, the other parties thereto, any XETA Material Contract in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally terms and to the general principles of equity. Except except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required had and is not reasonably likely to be disclosed in Schedule 3.12 that could reasonably be expected to resulthave, individually or in the aggregate, in a XETA Material Adverse Effect, (i) each XETA Material Contract is valid and there binding on XETA and any of its subsidiaries that is a party thereto, as applicable, and in full force and effect, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization and other laws of general applicability relating to or affecting the rights or remedies of creditors and by general equitable principles (whether considered in a proceeding in equity or at law), and except that any indemnity, contribution and exoneration provisions contained therein may be limited by Applicable Law and public policy, (ii) XETA and each of its subsidiaries has not occurred in all material respects performed all obligations required to be performed by it to date under each XETA Material Contract and (iii) neither XETA nor any of its subsidiaries has received written notice of, the existence of any event thator condition which constitutes, with the or, after notice or lapse of time or giving of notice or both, would constitute will constitute, a material default on the part of XETA or any of its subsidiaries or their counterparties under any such a breach or defaultXETA Material Contract.

Material Contracts. (a) Except for Contracts or commitments disclosed in Section 3.14(a) of the Disclosure Schedule 3.12, lists each Contract of the following types to which the Company or any of its Subsidiaries is not a party to or subject toby which they are bound: (i) any lease, rental, conditional sale or similar Contract providing for annual rentals that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of $10,000 or moreRegulation S-K promulgated by the SEC; (ii) any Contract with respect to the formation, creation, operation, management or control of a joint venture, limited liability company, partnership or similar agreement or arrangement with another Person; (iii) any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract indebtedness for borrowed money or the deferred purchase price of property incurred by the Company or any of its Subsidiaries (in each case, whether incurred, assumed, guaranteed or secured by any asset) having an outstanding principal amount in excess of $500,000; (iv) any Contract involving the acquisition or any disposition, directly or indirectly (by merger, sale of stock, sale of assets or otherwise), of assets, capital stock, securities or other Liability, except Contracts relating to indebtedness equity interests or Liabilities incurred businesses for aggregate consideration (in one or a series of transactions) under such Contract of $1,000,000 or more (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or morepractice); (v) any agency, dealer, sales representative Contract that by its terms calls for (A) aggregate payment or other similar Contractreceipt by the Company and its Subsidiaries under such Contract of more than $1,000,000 over the remaining term of such Contract or (B) annual payments to or from the Company or its Subsidiaries of more than $500,000; (vi) any employment Contract pursuant to which the Company or consulting Contractany of its Subsidiaries has continuing guarantee, and any Contract with any officer“earn-out” or other contingent payment obligations, director, employee or 10% stockholder in each case that would reasonably be expected to result in payments in excess of the Company$500,000; (vii) any partnershipContract (A) pursuant to which a third party grants the Company or any of its Subsidiaries a license to any Intellectual Property that is material to the business of the Company or any of its Subsidiaries, joint venture as currently conducted, but excluding in all events Contracts granting a license or right to use commercially available software with annual license, maintenance, support and other similar fees of less than $500,000 in the aggregate and Contracts that include a license or right to use Intellectual Property that is incidental to the subject matter of the Contract in which they are incorporated or a license or right to use Intellectual Property granted for the purpose of enabling or supporting the provision of services or use of products and that is not otherwise material to the subject matter of the Contract, or (B) pursuant to which the Company or any of its Subsidiaries grants a third party a license under or to any Intellectual Property owned by the Company or its Subsidiaries to any third party, other than non-exclusive licenses that are granted pursuant to commercial relationships between the Company or its Subsidiaries, on the one hand, and their customers, vendors or suppliers, on the other hand, in the ordinary course of business; (viii) any license, franchise collective bargaining agreement or other Contract in respect of with a labor union, labor organization, works council or similar rights granted to or held by the Companyorganization; (ix) any Contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing DateGovernment Contract; (x) any Contract for that is a partnership, limited liability company, joint venture or other similar agreement or arrangement relating to the acquisition formation, creation, operation, management or control of any Person or business thereof or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreementjoint venture; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar yearthat grants “most favored nation” status to a Material Customer or Material Supplier; (xii) any Contract between the Company or any of its Subsidiaries, on the one hand, and any director or officer of the Company or any 5% stockholder of the Company or their immediate family members, on the other hand (other than employment Contracts, indemnification Contracts and other Contracts relating to a director’s or officer’s service as such with the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or); (xiii) any Contract that contains any provision expressly requiring the Company or any of its Subsidiaries to purchase or sell any material goods or services exclusively to or from another Person or that otherwise purports to limit either (x) the type of business in which the Company or its Subsidiaries may engage, (y) the manner or locations in which any of them may so engage in any business or (z) the rights of the Company or any of its Subsidiaries to make, sell or distribute any products or services; or (xiv) any Contract with a Material Customer or Material Supplier, other Contract or commitment not made than purchase orders entered into in the ordinary course of business that is material have resulted, or are reasonably expected to result, in payments by or to the CompanyCompany and its Subsidiaries of less than $500,000 in the aggregate). Each contract of the type described in this Section 3.14(a) is referred to herein as a “Material Contract.” (b) A true and correct copy of each Material Contract has previously been made available to Parent (except with such redactions as may be clearly marked on such copy). Each Material Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement on the Company or one of the Companyits Subsidiaries, is in full force and effect, and is enforceable against the Companyas applicable, and to the Knowledge of the Company, the each other parties thereto, party thereto and in full force and effect and enforceable in accordance with its terms, subject to applicable bankruptcythe Bankruptcy and Equity Exception, insolvency, moratorium or other similar laws relating to creditors’ rights generally and except to the general principles extent that (i) it has previously expired in accordance with its terms, (ii) it is cancelled, rescinded or terminated after the date of equitythis Agreement in accordance with its terms or (iii) the failure to be in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed on Schedule 3.12would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (A) neither the Company nornor any of its Subsidiaries is (and, to the Knowledge of the Company, any no other party thereto is is) in breach of or default in under any material respect under Material Contract, (B) the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment and its Subsidiaries have performed all obligations required to be disclosed in Schedule 3.12 that could reasonably be expected performed by them to result, individually date under the Material Contracts and are not (with or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with without the lapse of time or the giving of notice notice, or both) in breach thereunder, would constitute such (C) neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice of termination in respect of any Material Contract, and (D) to the Knowledge of the Company, there are no disputes pending or threatened in writing (or threatened orally) that are material to the business of the Company and its Subsidiaries, taken as a breach or defaultwhole, with respect to any Material Contract. (c) Section 3.14(c) of the Disclosure Schedule sets forth a true and complete copy of the standard form purchase order utilized by the Company and its Subsidiaries in the ordinary course of business.

Material Contracts. (a) Except for Schedule 4.4(a) lists, as of the Effective Date, each of the following Contracts or commitments disclosed in Schedule 3.12, to which the Company is not a party to or subject to:by which it is bound in connection with the Business (together with all Real Property Leases listed in Schedule 4.17(a) and all Intellectual Property licenses listed in Schedule 4.3(a), collectively, the "Material Contracts"): (i) any leaseContract (or group of related Contracts) for the furnishing or receipt of products or services, rentalin each case, conditional sale the performance of which will extend over a period of more than one year or similar Contract providing which provides for annual rentals payments to or by the Company in excess of $10,000 in the aggregate during the year ended December 31, 2020 (or moreare expected to involve payments in excess of such amount during fiscal year 2021), other than individual purchase orders made in the ordinary course of business pursuant to any such Contract; (ii) (A) any capital lease or (B) any other lease or other Contract relating to equipment and machinery providing for rental payments in excess of $10,000 in the aggregate during the year ended December 31, 2020 (or are expected to involve payments in excess of such amount during fiscal year 2021); (iii) any Contract relating to indebtednessthe Intellectual Property owned by the Company or used in the Business, guaranteeincluding, capital leasewithout limitation, credit Contracts relating to the development of such Intellectual Property; (iv) any Contract relating to the acquisition or financing disposition of any business of the Company (whether by merger, consolidation, or other Contract for borrowed money business combination, sale of securities, sale of assets or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any assetotherwise) or any material assets or real property, in each case, other Liabilitythan acquisitions or dispositions of equipment, except Contracts relating to indebtedness materials, supplies, inventory or Liabilities incurred products in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) practice and other than any Contract for the pursuant to which no party thereto has any outstanding obligation (including indemnification obligations or purchase of materialsprice adjustments), supplies, goods, services, equipment contingent or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or moreotherwise; (v) any agencyContract under which the Company has continuing indemnification obligations, dealeror is, sales representative or may become, obligated to pay any amount in respect of purchase price adjustment or otherwise in connection with any (A) acquisition or disposition of assets (other than in the ordinary course of business) or securities, (B) merger, consolidation or other similar Contractbusiness combination, or (C) series or group of related transactions or events of the type specified in clauses (A) and (B) above; (vi) any employment all employment, severance, consulting, bonus, profit sharing, percentage compensation, deferred compensation, pension, welfare, retirement, equity purchase or consulting Contract, equity option plans and any Contract agreements and commitments with any officer, director, employee or 10% stockholder relating to the personnel (current or former) or Affiliates of the Company; (vii) any partnershipContract with the SBA, joint venture the PPP Lender, or any other similar ContractPerson relating to the PPP Loan; (viii) any license, franchise agreement Contract under which any Person has guaranteed any Indebtedness by or Contract in respect of similar rights granted to or held by for the Company; (ix) any Contract relating to any joint venture, partnership, limited liability company, strategic alliance or other document that limits the freedom sharing of the Company to compete in any line of business profits or losses with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing DatePerson; (x) any Contract for the acquisition of any Person or business thereof or the disposition of containing covenants purporting to limit, in any material assets respect, the freedom of the Company, other than Company or any of its Personnel (current or former) to compete in the ordinary course of any business consistent with past practices, or in each case involving payments in excess of $10,000 or as contemplated by this Agreementany geographic area; (xi) any Contract requiring capital expenditures after relating to confidentiality or non-disclosure (whether the date hereof in an amount in excess Company is subject to or the beneficiary of $10,000 in any calendar yearsuch obligations); (xii) any Contract relating to the Company’s Proprietary Rights agency, dealer, distributor, sales representative, service provider, consignment, marketing, or the use by the Company of the Proprietary Rights of any other Person; orsimilar Contract; (xiii) any other Contract requiring payments or commitment distributions to any Stockholder or Personnel of the Company (current or former), or any relative or Affiliate of any such Person; (xiv) any Contract not made in the ordinary course of business that is otherwise material to the operations, business prospects, or financial condition of the Company; (xv) any Contract providing for termination, retention, change in control or similar payments to any Person; (xvi) any Contract that provides any customer with pricing, discounts or benefits that change based on the pricing, rebates, discounts, or benefits offered to other customers of the Company, including any Contract which contains a "most favored nation" provision; and (xvii) any other Contract (or group of related Contracts) under which the Company (A) is obligated to make payment or incur costs or (B) generates revenue, in each case in excess of $25,000 and which is not otherwise described in clauses (i) - (xvi) above. (b) Each Contract The Company has provided Parent with true and commitment complete copies of all written Material Contracts and each amendment, supplement, waiver, or modification thereto, and has provided to Parent a written summary setting forth the terms and conditions of each oral Material Contract. All of the Material Contracts identified on, or required to be disclosed identified on Schedule 4.4(a) are legal, valid, binding and enforceable in Schedule 3.12 is a valid and binding agreement of the Company, is in full force and effect, and is enforceable against accordance with their respective terms with respect to the Company, and to Company's Knowledge, with respect to each other party to such Material Contracts, and are in full force and effect and, except to the Knowledge of the Company, the other parties thereto, extent that any Consents set forth on Schedule 4.12(a) have not been obtained or such Material Contract has expired in accordance with its terms, subject shall continue to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally be in full force and to effect on identical terms following the general principles consummation of equitythe transactions contemplated hereby. Except as disclosed on Schedule 3.12, neither Neither the Company nor, to the Knowledge of the Company, nor any other party thereto thereto, has breached any material provision of, or is in breach of or default in any material respect under the terms of, nor does any condition exist which, with or without notice or lapse of time, or both, would cause the Company or any other party to be in default under any of the Material Contracts or would constitute a material breach or default or permit termination, modification or acceleration under any such Contract or commitmentMaterial Contract. The Company has not (i) received any notice of cancellation or termination or change in material terms (including, pricing, term and volume) of any breach or violation of, or default under, any such Material Contract or commitment required (ii) during the two (2) years prior to be disclosed in Schedule 3.12 that could reasonably be expected to resultthe Closing Date, individually obtained or granted any material waiver of or under any provision of any such Material Contract except for routine waivers granted or sought in the aggregateordinary course of business or as otherwise identified on Schedule 4.4(a). Except for the Consents set forth on Schedule 4.12(a), in a the consummation of the transactions contemplated by this Agreement shall not afford any other party the right to terminate, modify or renegotiate any Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultContract.

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12the Original Merger Agreement, the Contracts filed as exhibits to the Company SEC Reports, and the Contracts listed in Subsections (i) through (xxi) of Section 3.16(a) of the Company Disclosure Schedule, as of the Original Execution Date, none of the Company or any of its Subsidiaries is not a party to or subject tobound by the following Contracts: (i) any lease, rental, conditional sale or similar Contract providing for annual rentals that would be required to be filed by the Company pursuant to Item 4 of $10,000 or morethe Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract relating to indebtednessthe formation, guaranteecreation, capital leaseoperation, credit management or financing or other Contract for borrowed money or control of any Subsidiary of the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) Company or any other Liabilitypartnership, except Contracts relating to indebtedness joint venture, strategic collaboration, global affiliation or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000cooperation, limited liability company or similar arrangement; (iii) any Contract for involving a loan (other than accounts receivable from trade debtors in the purchase ordinary course of materials, supplies, goods, services, equipment business) or advance to (other assets providing for annual payments by than travel and entertainment allowances to the employees of the Company and any of $10,000 its Subsidiaries extended in the ordinary course of business), or moreinvestment in, any person or any Contract relating to the making of any such loan, advance or investment for more than US$5,000,000; (iv) any sales, distribution or other similar Contract providing for the sale by involving Indebtedness of the Company or any of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company its Subsidiaries of $10,000 or moremore than US$5,000,000; (v) any agency, dealer, sales representative Contract (including so called take-or-pay or keep-well agreements) under which any person (other similar Contractthan the Company or any of its Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of its Subsidiaries of more than US$5,000,000; (vi) any employment Contract granting or consulting Contract, and evidencing a Lien on any Contract with any officer, director, employee properties or 10% stockholder assets of the CompanyCompany or any of its Subsidiaries with value of more than US$5,000,000, other than a Permitted Encumbrances; (vii) any partnershipmanagement service, joint venture consulting, financial advisory or any other similar Contracttype Contract and all Contracts with investment or commercial banks; (viii) any licenseContract for the acquisition, franchise agreement disposition, sale, transfer or Contract lease (including leases in respect connection with financing transactions) of similar rights granted properties or assets of the Company or any of its Subsidiaries that have a fair market value or purchase price of more than US$5,000,000 (by merger, purchase or sale of assets or stock or otherwise) entered into since December 31, 2014 or, if prior to that date, have representations, warranties or held by the Companyindemnities that remain in effect or as to which claims are pending; (ix) any Contract Contracts involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other document that limits the freedom of the Company to compete dispute with amount in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Datecontroversy greater than US$5,000,000; (x) any Contract for the acquisition of any Person involving a standstill or business thereof or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreementsimilar arrangement; (xi) any non-competition Contract requiring capital expenditures after or other Contract that purports to limit, curtail or restrict in any material respect the date hereof ability of the Company or any of its Subsidiaries to compete in an amount any geographic area, industry or line of business; (xii) any Contract for the employment of any senior executive officer; (xiii) any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any person or assets that have a fair market value or purchase price of more than US$5,000,000; (xiv) any Contract (other than Contracts granting Company Options, or Company RSs) giving the other party the right to terminate such Contract as a result of the Original Merger Agreement, this Agreement or the consummation of the Transactions, including the Merger, where (A) such Contract requires any payment in excess of $10,000 US$5,000,000 to be made by the Company or any of its Subsidiaries in any calendar year or (B) the value of the outstanding receivables due to the Company and its Subsidiaries under such Contract is in excess of US$5,000,000 in any calendar year; (xiixv) any Contract relating that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of the Company’s Proprietary Rights Company or any of its Subsidiaries, (B) pledging of share capital of the use Company or any of its Subsidiaries or (C) issuance of guarantee by the Company or any of its Subsidiaries; (xvi) any Contract providing for (A) a license, covenant not to s▇▇ or other right granted by any Third Party under any Intellectual Property to the Company or any of its Subsidiaries, (B) a license, covenant not to s▇▇ or other right granted by the Company or any of its Subsidiaries to any Third Party under any Intellectual Property, (C) an indemnity of any person by the Company or any of its Subsidiaries against any charge of infringement, misappropriation, unauthorized use or violation of any Intellectual Property right, or (D) any royalty, fee or other amount payable by the Company or any of its Subsidiaries to any person by reason of the Proprietary Rights ownership, use, sale or disposition of any Intellectual Property, in each case of clauses (A) through (D), other Person; or than agreements for off-the-shelf Software and such Contracts that are not material to business of the Group Companies, taken as a whole, and in each case of clauses (xiiiC) any and (D), other Contract or commitment not made than Contracts entered into by the Company and its Subsidiaries in the ordinary course of business business; (xvii) any Contract granting rights in respect of exclusivity, “most favored nation” or similar rights; (xviii) any Contract between or among the Company or any of its Subsidiaries, on the one hand, and any of their respective Affiliates (other than the Company or any of its Subsidiaries), on the other hand, that is material involves payments of more than US$5,000,000 in any one year; (xix) each Control Agreement and any other any Contract which (A) provides the Company with effective control over any of its Subsidiaries in respect of which it does not, directly or indirectly, own a majority of the equity interests (each, an “Operating Subsidiary”), (B) provides the Company or any of its Subsidiaries the right or option to purchase the equity interests in any Operating Subsidiary, or (C) transfers economic benefits from any Operating Subsidiary to any other Subsidiary of the Company; (xx) any Contract between the Company or any of its Subsidiaries and any director or executive officer of the Company or any person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act (including those that would be required to be disclosed if the Form 20-F were filed as of the Original Execution Date); or (xxi) any other Contract which, if terminated, could reasonably be expected to result in a Company Material Adverse Effect. Each such Contract described in clauses (i) to (xxi) and each such Contract that would be a Material Contract if it had not been filed as an exhibit to the CompanyCompany SEC Reports is referred to herein as a “Material Contract.” (b) Each Except as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Material Contract and commitment required to be disclosed in Schedule 3.12 is a legal, valid and binding agreement obligation of the a Group Company, is as applicable, in full force and effect, effect and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, such Group Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally the Bankruptcy and Equity Exception; (ii) to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge knowledge of the Company, any other party thereto each Material Contract is a legal, valid and binding obligation of the counterparty thereto, in breach full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy and Equity Exception; (iii) no Group Company and, to the knowledge of the Company, no counterparty, is or default is alleged to be in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract Material Contract; (iv) to the knowledge of the Company, no person intends to terminate any Material Contract; and (v) none of the execution of the Original Merger Agreement, the execution of this Agreement or commitment required the consummation of any Transaction shall constitute a default under, give rise to be disclosed in Schedule 3.12 that could reasonably be expected cancellation rights under, or otherwise adversely affect any of the rights of any Group Company under any Material Contract. The Company has furnished or made available to resultParent true and complete copies of all Material Contracts, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred including any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultamendments thereto.

Material Contracts. (aExcept as set forth in Section 3.01(n) Except for Contracts or commitments disclosed in Schedule 3.12, of the Company Disclosure Letter, neither the Company nor any of its subsidiaries has or is not a party to or subject tobound by: (i) any leaseagreement, rental, conditional sale contract or similar Contract providing for annual rentals commitment that involves the performance of services by it of an amount or value (as measured by the revenue derived therefrom during 1997) in excess of $10,000 500,000 annually, unless terminable by the Company or more;its relevant subsidiary on not more than 90 days notice, (ii) any Contract agreement, indenture or other instrument which contains restrictions with respect to payment of dividends or any other distribution in respect of its capital stock, (iii) any agreement, contract or commitment to be performed relating to indebtednesscapital expenditures in excess of $100,000 in any calendar year, guaranteeor in the aggregate require expenditures in excess of $1,000,000 other than those capital expenditures approved as part of the Company's fiscal 1999 budget a true and correct copy of which has heretofore been provided to Parent, (iv) any agreement, capital lease, credit indenture or financing or other Contract instrument relating to indebtedness for borrowed money or the deferred purchase price of property (whether incurredexcluding trade payables in the ordinary course of business, assumedintercompany indebtedness and leases for telephones, guaranteed copy machines, facsimile machines and other office equipment), (v) any loan or secured by advance to (other than advances to employees in the ordinary course of business in amounts of $25,000 or less to any asset) individual and $100,000 in the aggregate), or investment in (other than investments in subsidiaries), any Person, or any other Liabilityagreement, except Contracts contract or commitment relating to indebtedness the making of any such loan, advance or Liabilities incurred investment or any agreement, contract or commitment involving a sharing of profits (except for bonus arrangements with employees entered into in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract;practice), (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture guarantee or other similar Contract; (viii) any license, franchise agreement or Contract contingent liability in respect of similar rights granted to any indebtedness or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition obligation of any Person or business thereof or the disposition of any material assets of the Company, (other than in the ordinary course of business business, consistent with past practicespractice or with respect to any indebtedness or obligation of the Company or any subsidiary), (vii) any management service, in each case consulting or any other similar type of contract, involving payments in excess of more than $10,000 or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use 250,000 annually, unless terminable by the Company on not more than 90 days notice, (viii) any agreement, contract or commitment limiting the ability of the Proprietary Rights Company or any of its subsidiaries to engage in any other line of business or to compete with any Person; or, (xiiiix) any warranty, guaranty or other Contract similar undertaking with respect to a contractual performance extended by the Company or commitment not made any of its subsidiaries other than in the ordinary course of business that is material to the Company.business, or (bx) Each Contract and commitment required to be disclosed any material amendment, modification or supplement in Schedule 3.12 is a valid and binding agreement respect of any of the Companyforegoing. Except as otherwise set forth in Section 3.01(n) of the Company Disclosure Letter, each contract or agreement set forth in Section 3.01(n) of the Company Disclosure Letter is in full force and effecteffect and (A) there exists no default or event of default or event, and is enforceable against occurrence, condition or act (including the Company, and to consummation of Offer or the Knowledge Merger) on the part of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium Company or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event thatsubsidiary which, with the giving of notice, the lapse of time or giving the happening of notice any other event or bothcondition, would constitute become a default or event of default thereunder and (B) no approval or consent of, or notice to, any person is needed in order that each such a breach contract or defaultagreement shall continue in full force and effect in accordance with its terms without penalty, acceleration or rights of early termination by reason of the consummation of the transactions contemplated by this Agreement.

Material Contracts. (a) Except for Contracts or commitments disclosed as set forth in Schedule 3.12, Section 3.10(a) of the Company is not Disclosure Schedule, neither the Company nor any of its Subsidiaries is, as of the date of this Agreement, a party to or subject tois bound by any Contract: (i) any leasethat is a master agreement with a bank or other provider of transaction processing or settlement services for the funding of transfers initiated through services provided by the Company or its Subsidiaries that is material to the operation of the Company and its Subsidiaries, rental, conditional sale or similar Contract providing for annual rentals of $10,000 or moretaken as a whole; (ii) with the top ten (10) Money Transfer Agents by revenue and by transaction volume for the year ended December 31, 2021; (iii) that relates to any Contract joint venture, partnership, limited liability or other similar agreements or arrangements relating to indebtednessthe formation, creation, operation, management or control of any joint venture or partnership (other than with or among wholly owned Subsidiaries of the Company); (iv) that (a) is an indenture, credit agreement, loan agreement, security agreement, guarantee, capital leasenote, credit or financing mortgage or other Contract providing for borrowed money or the securing indebtedness or deferred purchase price of property payment (in each case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $5,000,000, (b) grants a Lien (other than a Permitted Lien) or any other Liability, restricts the granting of Liens (except for leases and Contracts relating to indebtedness disclosed pursuant to clause (a)) on any property or Liabilities incurred asset of the Company or its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, (c) provides for or relates to any interest, currency or hedging, derivatives or similar Contracts or arrangements (other than non-speculative ▇▇▇▇▇▇ or forward Contracts entered into in the ordinary course of business) or (d) restricts payment of dividends or any distributions in respect of the equity interests of the Company or any of its Subsidiaries; (v) that relates to the settlement of, or other arrangements with respect to, any current or former Claim (a) with any Governmental Entity (except settlements, or other arrangements, for an immaterial monetary fine), (b) that materially restricts or imposes obligations upon the Company or its Subsidiaries, taken as a whole, or (c) which would require the Company or any of its Subsidiaries to pay consideration of more than $5,000,000 after the date of this Agreement; (vi) that is between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s or its Subsidiaries’ respective directors, officers (including any employment agreements and related Contracts with such officers), employees or stockholders who, to the knowledge of the Company, own one percent (1%) or more of the Shares, on the other hand; (vii) that contains covenants or other provisions that (a) purport to limit or restrict, in any material respect, the ability of the Company or any of its Subsidiaries (or Parent or its affiliates after the Effective Time) to compete with any person in any business or in any geographic area, including any non-compete covenant or otherwise restrict the Company’s or any of its Subsidiaries’ ability to engage in any material line of business or (b) grant to the other party to such Contract (or a third party) exclusivity or “most favored nation” status (whether in terms of pricing or otherwise) which, in case of clause (a) or (b), is material to the Company and its Subsidiaries taken as a whole; (viii) that grants any rights of first refusal, rights of first offer or other similar rights to any person (other than Parent or the Company) with respect to any material asset of the Company or its Subsidiaries or that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any person or assets of any person; (ix) that is for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of any person, pursuant to which the Company or any of its Subsidiaries has continuing “earn out” or other similar contingent payment obligations, indemnification or other obligations outstanding; (x) that obligates the Company to make any capital expenditure or investment not contemplated by the Capital Expenditure Budget in excess of $5,000,000 in 2022 or $5,000,000 in 2023; (xi) that requires the Company or any of its Subsidiaries to provide any funds to or make any investment in (in each case, in the form of a loan, capital contribution or similar transaction) any person in excess of $20,000,000; (xii) that grants, licenses or otherwise relates to rights to material Intellectual Property (including development of such Intellectual Property) or relates to material IT Assets (whether of the Company or any of its Subsidiaries, or of a third person), and in either case, is, individually or in the aggregate, material to the operation of the business of the Company or its Subsidiaries (other than non-exclusive commercially available software licenses with annual fees of less than $5,000,000, Contracts for purchase, maintenance, support, hosting or lease of off-the-shelf IT Assets, or provision of related services, with annual fees of less than $5,000,000, or non-exclusive licenses to service providers, customers and end users in the ordinary course of business consistent with past practices in an amount not exceeding $10,000practice); (iiixiii) any Contract that provides for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition indemnification of any Person executive officer or business thereof or the disposition of any material assets director of the Company, other than Contracts entered into on substantially the same form as the Company’s standard forms previously made available to Parent; (xiv) that is a Lease set forth on Section 3.16(b) of the Company Disclosure Schedule; (xv) any “material contract” (as defined in Item 601(b)(10) of Regulation S K promulgated by the ordinary course SEC, other than those agreements and arrangements described in Item 601(b)(10)(iii) of business consistent Regulation S K) with past practicesrespect to the Company and its Subsidiaries, taken as a whole; (xvi) any employment, management, severance, termination, retention, transaction bonus, change in each case involving payments control, consulting, relocation, repatriation, expatriation or similar Contract with any former or current employee, officer, independent contractor, or director of the Company or any of its Subsidiaries that is not terminable at will without liability to the Company or any of its Subsidiaries in excess of $10,000 250,000, pursuant to which the Company or as contemplated by this Agreementany of its Subsidiaries has or may have obligations (but excluding any such Contract in place in accordance with statutory requirements); (xixvii) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other PersonCollective Bargaining Agreement; or (xiiixviii) any except to the extent such Contract is described in clauses (i)-(xvii) above, that calls for annual aggregate payments by, or other Contract consideration from (or annual aggregate payments, or other consideration, to) the Company and its Subsidiaries of more than $7,000,000; Each Contract, arrangement or commitment of the type described in this Section 3.10(a) (whether or not in effect on the date hereof), is referred to herein as a “Material Contract.” The Company has made available to Parent true, correct and complete copies of each Material Contract (including any amendments, schedules and exhibits thereto) in effect on the ordinary course of business that is material to the Companydate hereof. (b) Each Except as set forth in Section 3.10(b) of the Company Disclosure Schedule and except as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Material Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of on the Company, is Company or its applicable Subsidiary and in full force and effect, and is enforceable against the Companyand, and to the Knowledge knowledge of the Company, is valid and binding on the other parties thereto (except to the extent that, after the date hereof, a Material Contract no longer remains valid and binding due to the expiration of such Material Contract in accordance with its terms), (ii) the Company and each of its Subsidiaries and, to the knowledge of the Company, each of the other parties thereto, in accordance with its termshas performed all obligations required to be performed by it to date under each Material Contract and (iii) no event or condition exists which constitutes or, subject after notice or lapse of time or both, would constitute a breach or default or give rise to applicable bankruptcyany right of termination, insolvencycancellation, moratorium modification or other similar laws relating to creditors’ rights generally and to acceleration on the general principles part of equity. Except as disclosed on Schedule 3.12, neither the Company noror any of its Subsidiaries or, to the Knowledge knowledge of the Company, any other party thereto is in breach of or default in any material respect thereto, under the terms of any such Contract or commitmentMaterial Contract. The Since December 31, 2019 through the date hereof, neither the Company nor any of its Subsidiaries has not received any written notice of any a material breach or violation of, or material default under, from a counterparty to any Material Contract or commitment required and no counterparty to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there Contract has notified the Company or its Subsidiaries that it intends to terminate or not occurred any event that, with the lapse of time or giving of notice or both, would constitute such renew a breach or defaultMaterial Contract.

Material Contracts. (a) Except for Contracts those agreements filed as exhibits to the Buyer SEC Reports and those agreements set forth on Section 5.9(a) of the Buyer Disclosure Schedule (collectively, the “Buyer Material Agreements”), none of the Buyer Group Entities is a party to, or is bound by, any agreements, contracts or commitments disclosed in Schedule 3.12, the Company is not a party to (whether written or subject to:oral): (i) any lease, rental, conditional sale or similar Contract providing for annual rentals which is a “material contract” (as such term is defined in Item 601(b)(10) of $10,000 or moreRegulation S-K of the SEC); (ii) any Contract which constitutes a contract or commitment relating to indebtedness, guarantee, capital lease, credit or financing or other Contract indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course excess of business consistent with past practices in an amount not exceeding $10,00010,000,000; (iii) which contains any Contract provision that prior to or following the Effective Time would materially restrict or alter the conduct of business of, or purport to materially restrict or alter the conduct of business of, whether or not binding on, Buyer or any controlled Affiliate of Buyer, including by materially restricting the disposition of any business or assets; (iv) which is a lease or license (whether of real, personal or intangible property) providing for annual rentals or fees of $2,000,000 or more that cannot be terminated by any Buyer Group Entity on not more than 60 days’ notice without payment by such Buyer Group Entity of any material penalty; (v) which is an agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for that in each case both (A) cannot be terminated by any Buyer Group Entity on not more than 60 days’ notice without payment by any of Buyer Group Entity of any material penalty and (B) involves annual revenues or payments by the Company in excess of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract10,000,000; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any which is a partnership, joint venture or other similar Contractagreement or arrangement; (vii) which is a contract relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) with a purchase price of $10,000,000 or more; (viii) any licensecontract that relates to any commodity or interest rate swap, franchise agreement cap or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract collar or other document that limits the freedom of the Company to compete in any line of business similar hedging or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Companyderivate transactions, other than any contract for purchase and sale of commodities and the associated hedging instruments entered into in the ordinary course of business consistent with past practicespractice; (ix) any contract relating to the gathering, processing, treating, transportation, storage, sale or purchase of natural gas, condensate or other liquid or gaseous hydrocarbons or the products therefrom, or the provision of services related thereto (including any operation, operation servicing or maintenance contract) in each case involving that involves annual revenues or payments in excess of $10,000 or as contemplated by this Agreement;10,000,000; or (xix) any Contract requiring contract relating to the construction of capital assets or other capital expenditures after the date hereof in an amount each case that involves annual revenues or payments in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Company10,000,000. (b) Each Contract Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and commitment required similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); provided, however, that any indemnity, contribution and exoneration provisions contained in any such Buyer Material Agreement may be disclosed in Schedule 3.12 is a limited by applicable Law and public policy, each of the Buyer Material Agreements (i) constitutes the valid and binding agreement obligation of the Companyapplicable Buyer Group Entity and, to the knowledge of the Buyer Parties, constitutes the valid and binding obligation of the other parties thereto, (ii) is in full force and effecteffect as of the Execution Date, and is enforceable against (iii) will be in full force and effect upon the Company, and to the Knowledge consummation of the Company, the other parties theretotransactions contemplated by this Agreement, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to each case unless the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required failure to be disclosed in Schedule 3.12 that could reasonably be expected to resultso would not constitute, individually or in the aggregate, in a Buyer Material Adverse Effect. (c) There is not, and there has not occurred to the Knowledge of any of the Buyer Parties, under any Buyer Material Agreement, any default or event thatwhich, with the notice or lapse of time or giving of notice or both, would constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained or which would not constitute, individually or in the aggregate, a breach or defaultBuyer Material Adverse Effect.

Material Contracts. (a1) Except for The Company has listed on Schedule 5.2(v)(1) of the Company’s Disclosure Schedule and made available to Parent complete and correct copies of the following Contracts or commitments disclosed in Schedule 3.12, (“Material Contracts”) to which the Company or any of its Subsidiaries is not a party party, or by which the Company or any of its Subsidiaries may be bound, or to which the Company or any of its Subsidiaries or the Company’s or any of its Subsidiaries’ respective assets or properties may be subject toas of the date hereof: (iA) any lease, rental, conditional sale lease of real or similar Contract providing for annual rentals of $10,000 or morematerial personal property; (iiB) any partnership, limited liability company, joint venture or other similar agreement or arrangement; (C) any Contract relating to indebtedness, guarantee, capital lease, credit the acquisition or financing disposition of any business or other Contract for borrowed money or the deferred purchase price of property operations (whether incurredby merger, assumedsale of stock, guaranteed sale of assets or secured by otherwise) as to which there are any asset) material ongoing obligations entered into on or any other Liabilityafter January 1, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,0002015; (iiiD) any Contract for the purchase of services, materials, supplies, goods, services, equipment or other assets providing or property that provides for either (i) annual payments by the Company of $10,000 50,000 or more, or (ii) aggregate payments of $200,000 or more; (ivE) any sales, distribution Contract that creates future payment obligations in excess of $50,000 in the aggregate and that by its terms does not terminate or is not terminable without penalty or other similar payment upon notice of sixty (60) days or less, or any Contract that creates or would create a Lien; (F) any Contract providing for the sale by a power of attorney on behalf of the Company or any of materials, supplies, goods, services, equipment or other assets providing for annual payments to its Subsidiaries outside of the Company ordinary course of $10,000 or morebusiness; (vG) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and other than this Agreement or as contemplated hereby, providing for exclusive dealing or limiting in any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in material respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company, its Subsidiaries or any of the current or former employees of the Company or any of its Subsidiaries to compete in any line of business or with any Person person or in any geographic area area, or which that would so limit the freedom of the Company after the Closing Datetheir freedom; (xH) any Contract for Contract, other than this Agreement, as to which there are material ongoing obligations the acquisition primary purpose of which is to disclose confidential information or require that the Company or any Person of its Subsidiaries guarantee, indemnify or business thereof or the disposition of hold harmless any material assets person; (I) any Contract, other than this Agreement, with (i) any Affiliate of the Company, or (ii) any “associate” or member of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of a person identified in clause (i) of this paragraph; (J) any Contract with a Governmental Authority; and (K) any other than Contract not entered into in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreement;business. (xi2) any Each Material Contract requiring capital expenditures after is a valid and legally binding agreement of the date hereof in an amount in excess Company or a Subsidiary of $10,000 in any calendar year; (xii) any Contract relating the Company, as applicable, and, to the Company’s Proprietary Rights Knowledge, the counterparty or counterparties thereto, is enforceable in accordance with the use terms of such Contract (except as enforcement may be limited by the Company applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of the Proprietary Rights of any other Person; or (xiiigeneral applicability relating to or affecting creditors’ rights or by general equity principles) any other Contract or commitment not made in the ordinary course of business that is material to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, is in full force and effect, and is enforceable against the Company, and to the Knowledge . As of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12date hereof, neither the Company nornor any of its Subsidiaries, and, to the Knowledge of the Company’s Knowledge, any other party thereto counterparty or counterparties, is in material breach of or default in any material respect under the terms provision of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event thatmaterial default (or, with the giving of notice or lapse of time or giving of notice or both, would constitute such be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a breach right of termination or defaultacceleration under, any Material Contract. (3) To the extent required by GAAP, all liabilities and obligations under the Material Contracts have been fully accrued for in the books and records of the Company.

Material Contracts. (a) Except for Contracts or commitments as otherwise disclosed in Schedule 3.12Section 2.12 of the Parent Disclosure Letter, neither the Company nor any Company Subsidiary is not a party to or subject to: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 leaseof its officers, rentaldirectors or employees, conditional sale on the other hand, excluding any unwritten agreement that provides de minimis working condition benefits and is terminable unilaterally by the Company or similar Contract providing for annual rentals of $10,000 or morethe 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 Contract relating to indebtednessadditional acts or events, guaranteeincluding the passage of time) result in any material payment or benefit (whether of severance pay or otherwise) becoming due, capital lease, credit or financing or other Contract for borrowed money or the deferred purchase price acceleration or vesting of property 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; (whether incurred, assumed, guaranteed or secured by any assetiii) which is a material contract (as defined in Item 601(b)(10)(i) or any other Liability, 601(b)(10)(ii) of Regulation S-K of the Securities Act) to be performed on or after the date of this Agreement; (iv) except Contracts relating to indebtedness or Liabilities incurred for intercompany transactions among the Company and the Company Subsidiaries in the ordinary course of business consistent with past practices practice, relating to the borrowing of money (including any guarantee thereof) or that is a mortgage, security agreement, capital lease or similar agreements, in an amount not exceeding each case in excess of $10,000; (iii) 75,000 or that creates a Lien on any Contract for the purchase asset of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or moreSubsidiary; (v) relating to the sale of any agencyof the assets or properties of the Company or any of the Company Subsidiaries, dealer, sales representative except inventory sold or other similar Contractto be sold in the ordinary course of the Company’s or the Company Subsidiaries’ business; (vi) relating to the acquisition by the Company or any employment of the Company Subsidiaries of any assets, operating business or consulting Contractthe capital stock of any other Person, and any Contract with any officer, director, employee or 10% stockholder except inventory purchased in the ordinary course of the Company’s or the Company Subsidiaries’ business; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that which limits the freedom 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 would so limit 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 freedom issuance, registration or voting of any securities of the Company after or any of the Closing Date;Company Subsidiaries; or (x) which requires a consent to a change of control of the Company or any Contract of the Company Subsidiaries or to an assignment of the contract, arrangement, commitment or understanding by the Company to another Person, as the case may be; or (xi) other than those agreements listed in clauses (i) to (x) above, which provides for the acquisition of annual aggregate payment or receipt by the Company or any Person or business thereof or the disposition of any material assets of the Company, other than in the ordinary course Company Subsidiaries of business consistent with past practices, in each case involving payments amounts in excess of $10,000 75,000 individually within the next 12 months and is not terminable without premium or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights penalty on less than 30 days’ notice. Each contract, arrangement, commitment or the use by the Company understanding of the Proprietary Rights 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 any other Person; or (xiii) any other Contract or commitment not the Parent Disclosure Letters. The Company has made in the ordinary course available to PESI true, complete and correct copies of business that is material to the Companyeach Company Material Contract. (b) Each Company Material Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, is and in full force and effect, effect and is enforceable against the Company, Company and to the Knowledge each of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company Subsidiaries has not received any notice of any breach or violation of, or default under, any Contract or commitment performed all obligations required to be disclosed in Schedule 3.12 that could reasonably be expected performed by them to resultdate under each Company Material Contract, the failure of which, individually or in the aggregate, in have a Material Adverse Effect. Except as set forth on Section 2.12 of the Parent Disclosure Letter, and except for such matters as have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (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 occurred exist, the desire of the other party or parties to any event thatsuch 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 lapse effect of time general principles of equity (regardless of whether enforceability is considered in a proceeding at law or giving 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 bothany of the Company Subsidiaries, would constitute (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 a breach or defaultindebtedness.

Material Contracts. Other than any “material contract” (as 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 lists each of the following written contracts and agreements to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets are bound as of the date hereof (each 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 Contract”): (a) Except 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 Contracts or commitments disclosed in Schedule 3.12, the Company is not a party real property) relating to or subject to: (i) any lease, rental, conditional sale or similar Contract providing indebtedness for annual rentals borrowed money and having an outstanding principal amount in excess of $10,000 5.5 million or more; (ii) any Contract relating to indebtednessconditional sale arrangements, guarantee, capital lease, credit or financing or other Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or obligations secured by any asset) a Lien, or any 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 Liability, except Contracts relating to indebtedness or Liabilities incurred than customer service agreements entered into in the ordinary course of business consistent with past practices in an amount not exceeding $10,000business; (iiib) any Contract for that purports to limit the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom right of the Company or the Company Subsidiaries (i) to engage or compete in any line of business or (ii) to compete with any Person person or operate in any geographic area or which would so limit location, in the freedom case of each of (i) and (ii), in any respect material to the business of the Company after and the Closing Date;Company Subsidiaries, taken as a whole; and (xc) any Contract for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration under such Contract in excess of $5.5 million. Notwithstanding anything in this Section 4.16, “Company Material Contract” shall not include any Person Contract that (i) is terminable by the Company or business thereof 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 or prior to Closing, or (iii) is solely between the disposition of Company and one or more wholly-owned Company Subsidiaries 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 material assets Company Subsidiary is and, to the knowledge of the Company, no other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, party is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any 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 commitment required to be disclosed in Schedule 3.12 that could without notice or lapse of time or both). Except as would not reasonably be expected to result, individually or in the aggregate, in have a Material Adverse Effect, each Company Material Contract is valid, binding and there has not occurred any event thatenforceable 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 lapse of time or giving of notice or both, would constitute such a breach or defaultother parties hereto.

Material Contracts. (a) Except for Contracts or commitments disclosed as set forth in Schedule 3.12Section 3.18(a) of the Sellers and Company Disclosure Schedule, the Sellers and/or the Company have made available to the Purchaser a correct and complete copy of each Contract in effect as of the date of this Agreement and will make available a correct and complete copy of each Contract in effect as of the Closing Date to which the Company or any of its Subsidiaries is not a party (or with respect to clauses (v) and (vii) below, by which any of the Company Employees is bound) that (A) is material to the Company and its Subsidiaries, taken as a whole, or subject to:(B) is one of the following types of Contracts ((A) and (B) together, the “Company Material Contracts”): (i) any leaseContract that is reasonably expected to require the payment by or to the Company or any of its Subsidiaries of (x) more than US$100,000, rentalin the aggregate during any twelve (12)-month period or (y) more than US$100,000, conditional sale in the aggregate over the term of each such Contract, and, in the cases of both (x) and (y), which does not terminate or similar Contract providing for annual rentals is not terminable without penalty upon notice of $10,000 sixty (60) days or moreless; (ii) any joint venture, partnership, limited liability company, strategic alliance and other similar Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or the deferred purchase price involving a sharing of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000profits and losses; (iii) any Contract for entered into within the purchase last three (3) years relating to the acquisition or disposition of materialsany business or operations (whether by merger, suppliessale of shares, goods, services, equipment sale of assets or other assets providing for annual payments by the Company of $10,000 or moreotherwise); (iv) any salesContract that has any material executory indemnification obligations relating to the acquisition, distribution lease or disposition, directly or indirectly, by merger or otherwise, of assets of, or share capital or other similar Contract providing for the sale by the Company of materialsequity interest in, suppliesanother Person, goods, services, equipment or other assets providing for annual payments than such Contracts that are not material to the Company or any of $10,000 or moreits Subsidiaries; (v) any agency, dealer, sales representative or other similar Contract; Contract that (vix) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom ability of the Company or any of its Subsidiaries or, to the Company’s Knowledge, any of the Company Employees after the Closing to compete in any line of business or with any Person or in any geographic area or which would so limit (y) contains an exclusivity obligation of, or a grant of “most favored nation” or similar status to a third party by, the Company or any of its Subsidiaries; (vi) any Contract (x) that grants any right of first refusal or first offer or similar right to a third party by the Company or any of its Subsidiaries, (y) that requires the disposition of material assets or line of the business of the Company or any of its Subsidiaries or (z) that limits the payment of dividends or other distributions by the Company or any of its Subsidiaries; (vii) any Contract containing any covenant limiting the freedom of the Company after or any of its Subsidiaries or, to the Closing DateCompany’s Knowledge, any of the Company Employees, to solicit or hire Persons for employment or consultancy; (viii) any Contract that limits the freedom of the Company or any of its Subsidiaries to (A) engage in any business or carry on or expand the scope or geographical scope of any business anywhere in the world, or (B) manufacture, market, sell, conduct research and development for or provide services for any products, equipment, goods or services of any business, or (C) source, purchase or procure from any Person any materials, supplies, merchandise or other goods for any business; (ix) any Contract evidencing any material Affiliate Transaction; (x) any Contract for the acquisition of evidencing any Person or business thereof or the disposition of any material assets Indebtedness of the CompanyCompany or any of its Subsidiaries, other than in the ordinary course of business consistent with past practicesor any guarantee thereof, in each case involving payments in excess of $10,000 US$300,000 other than the Indebtedness to direct or as contemplated by this Agreementindirect wholly owned Subsidiaries of the Company made in the Company Ordinary Course of Business; (xi) any Contract requiring capital expenditures after settlement agreement entered into since January 1, 2007, other than releases immaterial in nature or amount entered into in the date hereof in an amount in excess Company Ordinary Course of $10,000 in any calendar yearBusiness; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company in respect of the Proprietary Rights employment of any director, executive officer or other Person; orKey Employee; (xiii) any Contract that is a license or sublicense of any item of Intellectual Property (whether as a licensor or a licensee), other than licenses for “off-the-shelf” commercially available software or that require annual payment of less than US$50,000, including maintenance fees; (xiv) any Contract that relates to an acquisition, divestiture, merger or business combination or similar transactions; (xv) any Contract with a Governmental Authority; and (xvi) any other Contract or commitment that was not made negotiated and entered into in the ordinary course Company Ordinary Course of business that is material to the CompanyBusiness. (b) A correct and complete copy of each Company Material Contract (including all amendments, modifications, extensions, renewals, schedules, exhibits or ancillary agreements with respect thereto) has been made available to the Purchaser. Each Company Material Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, is in full force and effect, effect and is valid, binding and enforceable against the CompanyCompany or its Subsidiaries party thereto, and as the case may be, and, to the Knowledge of the Company’s Knowledge, the each other parties thereto, party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally the Bankruptcy and to the general principles of equityEquity Exceptions. Except as disclosed on Schedule 3.12, neither Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company’s Knowledge, any other party thereto thereto, is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse EffectContract, and there no event has not occurred any event that, that with the notice or lapse of time or giving of notice or both, both would constitute such a breach or defaultviolation of or default under any Company Material Contract.

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12, Section 2.11(a) of the Company Disclosure Letter identifies each of the Contracts to which the Company or its Subsidiaries is not a party to or subject to:as of the Agreement Date and, that meets the following criteria (each, a “Company Material Contract”): (i) any lease, rental, conditional sale Contract that would reasonably be expected to require payments by or similar Contract providing for annual rentals to the Company or its Subsidiaries in excess of $10,000 1,000,000 annually after the date hereof (other than offer letters or moreservice agreements related to the Company’s service providers that are terminable “at will” or for convenience without the payment of severance or notice pay or other material obligations); (ii) any Contract relating to indebtednessLease that provides for the ownership of, guaranteeleasing of, capital leasetitle to, credit use of, or financing any leasehold or other Contract for borrowed money interest in any real or the deferred purchase price personal property that involves aggregate payments in excess of property (whether incurred, assumed, guaranteed or secured by $250,000 in any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000calendar year; (iii) any Contract pursuant to which (a) the Company or its Subsidiaries has licensed from a third-party Intellectual Property that is incorporated into the Company Products or is otherwise material to the Company and its Subsidiaries, taken as a whole, other than non-exclusive licenses to generally commercially available software or other Intellectual Property in the Ordinary Course of Business that have an ongoing cost of $500,000 or less per annum, or (b) the Company or any of its Subsidiaries grants to any Person a license, covenant not to sue, or any other right with respect to Company IP and which is material to the Company and its Subsidiaries, taken as a whole, other than non-exclusive licenses in the Ordinary Course of Business to (x) customers incidental to the use of Company Products or (y) service providers solely for the purchase provision of materials, supplies, goods, services, equipment or other assets providing for annual payments by services to the Company of $10,000 or moreand its Subsidiaries; (iv) any salesContract for the acquisition or disposition of any Person or any business unit or assets thereof in the last five years, distribution or under which the Company or Subsidiary has any continuing obligation with respect to an “earn-out”, contingent purchase price or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment contingent or other assets providing for annual payments to the Company of $10,000 or moredeferred payment; (v) any agency, dealer, sales representative Contract for the settlement or conciliation of any Proceeding or other similar Contractdispute with a third party (i) the performance of which would involve any payments after the Agreement Date or (ii) that imposes any material, non-monetary obligations on the Company or any of its Subsidiaries (or the Surviving Corporation after the Closing); (vi) any employment Contract that (A) contains any non-competition, exclusivity or consulting Contractother agreement that materially limits the ability of the Company or any its affiliates (or Parent or any of its Subsidiaries after the Closing) to compete in any line of business, in any geographic area or with any person, other than non-solicitation provisions, (B) requires or, upon the occurrence of any event or condition enumerated in the Contract would require, the disposition of any material assets or line of business of the Company or its affiliates or, after the Closing, Parent or its affiliates or (C) grants “most favored nation” status with respect to any material obligations that, after the Closing, would apply to Parent or any of its affiliates, including the Company and its Subsidiaries, and would run in favor of any Contract with any officerPerson (other than the Company and its Subsidiaries, director, employee or 10% stockholder of the CompanyParent and its Affiliates); (vii) any partnershipContract that contains (A) a right of first refusal, joint venture right of first negotiation, right of first offer or similar rights, or (B) put, calls or similar rights, in each case, in favor of a party other similar Contractthan the Company or its Subsidiaries; (viii) any licenseContract that creates any legal partnership, franchise joint venture or similar entity or other similar agreement or Contract in arrangement with respect to any material business of similar rights granted to or held by the CompanyCompany and its Subsidiaries (taken as a whole), other than Contracts solely among the Company and/or its Subsidiaries; (ix) any Contract that is an indenture, credit agreement, loan agreement, security agreement, participation agreement, repurchase agreement, guarantee, note, mortgage, repurchase or other document that limits the freedom agreement providing for, or guaranteeing, indebtedness of the Company to compete in or any line of business or with any Person or in any geographic area or which would so limit the freedom of its Subsidiaries, other than Contracts solely among the Company after the Closing Dateand/or its Subsidiaries; (x) any Contract for the acquisition of any Person that is an interest rate, equity or business thereof other swap or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreementderivative instrument; (xi) any Contract requiring capital expenditures after that obligates the date hereof in an amount in excess of $10,000 in any calendar yearCompany to file a registration statement under the Securities Act which filing has not yet been made; (xii) any Contract relating to that limits or restricts the Company’s Proprietary Rights or the use by ability of the Company or any of the Proprietary Rights its Subsidiaries to declare or pay dividends or make distributions in respect of any their capital stock, partner interests, membership interests or other Person; orequity interests; (xiii) any other Contract providing for indemnification of any officer or commitment not made in director of (A) the ordinary course Company or (B) any of business that is material to the Company’s Subsidiaries; (xiv) any confidentiality agreement or standstill agreement the Company has entered into with any third party (or any agent thereof) containing any exclusivity or standstill provisions that are or will be binding on the Company, any of its affiliates or, after the Closing, Parent or any of its affiliates; or (xv) any Contract that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC. (b) Each Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and subject, as to enforceability, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles, (i) each Company Material Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement on the Company or the applicable Subsidiary of the Company, as applicable, and is in full force and effect, and is enforceable against the Company, and except to the Knowledge of the Company, the other parties thereto, extent it has previously expired in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither (ii) the Company norand each of its Subsidiaries have performed all obligations required to be performed by it to date under each such Company Material Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach or a default on the part of the Company or any of its Subsidiaries under any such Company Material Contract or give any other party to any such Company Material Contract the right to terminate or cancel such Company Material Contract. A copy of each Company Material Contract has previously been made available to Parent. (c) As of the Agreement Date, to the Knowledge knowledge of the Company, there has not been, nor has the Company or any other party thereto is in breach of or default in its Subsidiaries received notice of, any material respect under the terms violation of any such Company Material Contract or commitment. The Company has not received by any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 the other parties thereto that could reasonably be expected to resultwould, individually or in the aggregate, in reasonably be expected to have a Company Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or default.

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12As of the date hereof, except (x) as filed as exhibits to the Company is not SEC Documents, and (y) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby, Section 3.17 of the Company Disclosure Letter sets forth a list of agreements that the Company or its Subsidiaries are party to or subject toare bound by: (i) any lease, rental, conditional sale or similar Contract providing for annual rentals that is a “material contract” (as such term is defined in Item 601(b)(10) of $10,000 or moreRegulation S-K of the Exchange Act); (ii) (A) containing a covenant limiting in any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or material respect the deferred purchase price ability of property (whether incurred, assumed, guaranteed or secured by any asset) the Company or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom Subsidiary of the Company to compete or engage in any line of business or to compete with any Person or in any geographic area area, or which would so limit (B) containing any “most favored nation” or “exclusivity” provisions that is material to the freedom Company and its Subsidiaries taken as a whole; (iii) relating to or evidencing indebtedness of the Company or any Subsidiary of the Company in excess of $1,000,000 (excluding, for the avoidance of doubt, intercompany loans solely between the Company and any of its wholly-owned Subsidiaries or solely between or among any wholly-owned Subsidiaries of the Company); (iv) that is a material license granted by the Company or any Subsidiary of the Company to Company Intellectual Property, other than (A) non-exclusive licenses granted to customers in the ordinary course of business, (B) employee, contractors, and consulting agreements entered into in the ordinary course of business, and (C) material contracts set forth in Section 3.17(a)(i) of the Company Disclosure Schedule; (v) that is a material license of the rights of any third party granted to the Company or any Subsidiary of the Company, including that arises out of any material Intellectual Property-related dispute (including any co-existence agreement), other than (A) Contracts for commercially available software involving payments of less than $1,000,000 annually, (B) employee, contractor, and consulting agreements entered into in the ordinary course of business, and (C) material contracts set forth in Section 3.17(a)(i); (vi) primarily relating to the acquisition, ownership, or development of any material Company Intellectual Property, other than Contracts with shareholders, directors, officers, employees, contractors and other representatives of the Company that assign rights in Intellectual Property from such individuals to one of the Company and its Subsidiaries; (vii) that is a collective bargaining agreement, works council agreement, labor agreement, or other Contract with a labor union (each, a “Labor Agreement”); (viii) that is a settlement, conciliation or similar Contract (A) with any Governmental Entity, (B) pursuant to which the Company or any Company Subsidiary will have any material outstanding obligation or restriction after the Closing Datedate of this Agreement, or (C) that contains payment obligations of the Company or any of its Subsidiaries in excess of $500,000; (ix) relating to the disposition or acquisition of assets by the Company or any Subsidiary (A) in the past three years, with a value or purchase price greater than $1,000,000 or (B) pursuant to which any potential earn-out, deferred or contingent payment obligations remain outstanding (excluding indemnification obligations in respect of representations and warranties) or otherwise survive as of the date hereof that would reasonably expected to result in the receipt or making by the Company or any of its Subsidiaries of future payments in excess of $500,000; (x) that is a joint venture entity, a legal partnership or similar arrangement (excluding commercial agreements that do not involve the formation of an entity with any Contract third Person); (xi) that provides for the acquisition indemnification of any Person officer, director or business thereof employee by the Company or the disposition any of any material assets of the Companyits Subsidiaries, other than Contracts entered into on substantially the same form as the Company’s standard forms previously made available to Parent; (xii) that provides for accelerated vesting in connection with a change of control or otherwise in connection with the Merger or the transactions contemplated hereby (including as a result of any termination of employment following a change of control or the Merger); and (xiii) that obligates the Company or any Subsidiary to make any future capital investment or capital expenditure outside the ordinary course of business consistent with past practices, in each case involving payments and in excess of $10,000 or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Company500,000. (b) Each Contract and commitment required of the type described in Section 3.17(a), whether or not set forth in Section 3.17(a) of the Company Disclosure Schedule, is referred to be disclosed in Schedule 3.12 is herein as a “Material Contract”. Except for Material Contracts that have expired or terminated by their terms, as of the date hereof, all of the Material Contracts are (i) valid and binding agreement on the Company or the applicable Subsidiary of the Company, is in full force and effectas the case may be, and is enforceable against the Companyand, and to the Knowledge of the Company, the each other parties party thereto, and (ii) in accordance with its termsfull force and effect, subject to applicable except (A) as may be limited by bankruptcy, insolvency, moratorium or and other similar laws relating to applicable Law affecting creditors’ rights generally and to the by general principles of equityequity and (B) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as disclosed on Schedule 3.12As of the date hereof, neither the Company nornor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, breached, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of the date hereof, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. No event has occurred or circumstances exist that (with or without notice, lapse of time or both) would constitute such a breach or default pursuant to any Material Contract or permit the termination or modification thereof or permit the acceleration or maturity of performance thereof, by the Company or any of its Subsidiaries, or to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under thereto, except for immaterial breaches and defaults. Since June 30, 2025, the terms of any such Contract or commitment. The Company has not received written notice from any notice of Person that such Person intends to modify in any breach or violation ofmaterial respect, terminate, or default undernot renew, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultContract.

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12, the No Group Company is not a party to or subject toobligated under: (ia) any leasecontract which obligates the Group for any payments in excess of 250,000 RMB, rentalin the aggregate, conditional sale and which is not terminable by any Group without additional payment or similar Contract providing for annual rentals penalty within ninety (90) days of $10,000 or moredelivery of notice of such termination; (iib) any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by contract which restricts any asset) or Group Company from engaging in any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course line of business consistent or competing with past practices any Person in an amount not exceeding $10,000any geographic region; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (viic) any partnership, limited liability company agreement, joint venture or other similar Contractagreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture which is not wholly-owned by one or more Group Companies; (viiid) any licensecontract (other than among the Group Companies) under which Indebtedness in excess of 250,000 RMB is outstanding or pursuant to which any property or asset of the one or more Group Companies having a book value of more than 250,000 RMB is mortgaged, franchise agreement pledged or Contract in respect otherwise subject to an Encumbrance or any contract restricting the incurrence of similar rights granted to Indebtedness or held by the Companyincurrence of Encumbrances or restricting the payment of dividends; (ixe) any Contract contract entered into within three (3) years prior to the date hereof for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other document that limits the freedom equity interests of another Person for aggregate consideration in excess of 250,000 RMB and any term sheets or letters of intent in effect and not expired as of the Company date hereof, whether or not binding, relating to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Dateforegoing in this clause (e); (xf) other than contracts for ordinary repair and maintenance, any contract relating to the development or construction of, or additions or expansions to, the Leased Real Properties, under which the Group Companies have, or expect to incur, in the aggregate one or more obligations in excess of 250,000 RMB in the aggregate that have not been satisfied as of the date hereof; (g) any Contract for the acquisition of contract to which any Person Group Company has continuing indemnification obligations or business thereof or the disposition of potential liability under any material assets of the Company, other than in the ordinary course of business consistent with past practicespurchase price adjustment that, in each case involving payments in excess of $10,000 or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Companycase, is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or result in future payments by the Group Companies in the aggregate, of more than 250,000 RMB or any contract relating to the settlement or proposed settlement of any Legal Action, which involves the issuance of equity securities or payment of an amount, in any such case, having a value of more than 250,000 RMB; (h) any contract for the employment of, or receipt of any services from, any director, officer or other employee on a full-time, part-time, consulting or other basis providing annual case compensation from the Group Companies in excess of 250,000 RMB in the aggregate; (i) any contract which relates to any Intellectual Property; (j) any contract (other than contracts referenced in clause (a) through (i) of this Section 4.15) which by its terms call for payments by one or more of the Group Companies in excess of 250,000 RMB in the aggregate; (k) any contract with any current officer or director of any Group Company or any Affiliates of any Group Company, including any JZH Holder; or (l) any contract that requires a consent to or otherwise contains a provision relating to a “change of control’, or any contract that would prohibit or delay the consummation of the transactions contemplated by this Agreement, or that would trigger, give rise to, accelerate or augment any liabilities or terminate or modify any rights of any Group Company as a result of the consummation of the transactions contemplated hereby (the contracts described in clause (a) through (k) of this Section 4.15 and those agreements set forth in Schedule 4.12(a) of the Disclosure Schedules together with all exhibits and schedules thereto collectively, the “Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultContracts”).

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12, 2.13 sets forth a correct and complete list of the Company is not a party to or subject tofollowing (the “Material Contracts”: (i) any leasebond, rentaldebenture, conditional sale note, mortgage, indenture or similar Contract providing for annual rentals guarantee to which either of $10,000 the Companies is a party or moreby which they or their respective properties or assets (real, personal or mixed, tangible or intangible) are bound; (ii) any Contract relating contract, commitment, instrument or agreement (other than those described in Sections 2.13(a)(i) or 2.13(a)(iii), and any Benefit Plans) to indebtedness, guarantee, capital lease, credit which either of the Companies is a party or financing by which either of the Companies’ properties or other Contract for borrowed money assets may be bound involving an annual commitment or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured annual payment by any asset) party thereto of more than €5,000 individually, or which has a fixed term extending more than twelve months from the date hereof and which involve an annual commitment or annual payment by any other Liabilityparty thereto of more than €5,000 or cumulative rental payments in excess of €25,000, except Contracts relating in each case individually, or which are otherwise material to indebtedness or Liabilities incurred in the ordinary course business and operations of business consistent with past practices in an amount not exceeding $10,000either of the Companies; (iii) any Contract for loan or credit commitment to either of the purchase Companies which is outstanding, together with a brief description of materials, supplies, goods, services, equipment or other assets providing for annual payments by such commitments and the Company name of $10,000 or moreeach financial institution granting the same; (iv) any sales, distribution agreement or contract pursuant to which either of the Companies has entered into a partnership or joint venture with any other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or morePerson; (v) any agency, dealer, sales representative agreement or contract that grants to any Person any material exclusive license or supply or distribution agreement or other similar Contractmaterial exclusive rights, or that grants to any Person any guaranteed availability of supply or services for a period greater than 12 months; (vi) any employment agreement (or consulting Contract, and any Contract with any officer, director, employee group of related agreements) for the purchase or 10% stockholder sale of products or for the furnishing or receipt of services (A) which involves one of the CompanyCompanies’ 25 largest customers (as determined based on revenue during the last 12 months), or (B) in which the Companies have granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (vii) any partnership, joint venture agreement for the disposition of any significant portion of the assets or business of either of the Companies (other similar Contractthan sales of products in the Ordinary Course) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course); (viii) any licenseagreement concerning confidentiality, franchise noncompetition or non-solicitation (other than confidentiality agreements with customers or employees of either of the Companies set forth in the Companies’ standard terms and conditions of sale or standard form of employment agreement, copies of which standard terms and conditions of sale and standard form of employment agreement or Contract in respect of similar rights granted have previously been made available to or held by the CompanyPurchaser); (ix) any Contract employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance) or retention agreement, other document than offer letters providing for employment or consulting on an at will basis on the Companies’ standard forms, copies of which standard forms have previously been made available to Purchaser; (x) any settlement agreement (including any agreement in connection with which any employment-related claim is settled); (xi) any agreement with any current or former officer, director or Stockholder of either of the Companies or any Affiliate thereof that is not related to such Person’s employment; (xii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Material Adverse Effect; (xiii) any agency, reseller, distributor, sales representative, franchise or similar agreements to which either of the Companies is a party or by which either of the Companies is bound, copies of which have either been made available to Purchaser; (xiv) any agreement which contains any provisions requiring either of the Companies to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course); and (xv) any agreement or contract that limits or purports to limit the freedom ability of either of the Company Companies or Affiliate of either of the Companies to compete in or conduct any line of business or compete with any Person or in any geographic area or which would so limit the freedom during any period of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Companytime. (b) Each The Stockholders, through the Company has made available to Purchaser a complete and accurate copy of each Material Contract (as amended to date). With respect to each Material Contract: (i) the Material Contract is legal, valid, binding and commitment required to be disclosed in Schedule 3.12 is a valid enforceable and binding agreement of the Company, is in full force and effect, and is enforceable effect against the CompanyCompany or the Subsidiary, and as applicable, and, to the Knowledge of Company’s Knowledge, against each other party thereto, subject to the Enforceability Exceptions; (ii) the Material Contract will continue to be legal, valid, binding and enforceable and in full force and effect against the Company or the Subsidiary, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the other parties thereto, Closing in accordance with its termsthe terms thereof as in effect immediately prior to the Closing, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally the Enforceability Exceptions; and to the general principles of equity. Except (iii) except as disclosed listed on Schedule 3.122.13(b), neither of the Company Companies nor, to the Knowledge of the Company’s Knowledge, any other party thereto party, is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract such Material Contract, and no event has occurred, is pending or, to the Company’s Knowledge, is threatened, which, after the giving of notice, with lapse of time, or commitment otherwise, would constitute a material breach or default by the Company or Subsidiary, as applicable, or, to the Company’s Knowledge, any other party under such Material Contract. (c) Neither of the Companies is a party to any oral contract, agreement or other arrangement which, if reduced to written form, would be required to be disclosed listed in Schedule 3.12 2.13 under the terms of Section 2.13(a), except for such oral contracts that could reasonably be expected to result, individually or in the aggregate, in would not have a Material Adverse Effect. Neither of the Companies is a party to any written or oral arrangement (i) to perform services or sell products which is expected to be performed at, and there or to result in, a loss or (ii) for which the customer has already been billed or paid that have not occurred any event thatbeen fully accounted for on the Balance Sheet, with the lapse of time or giving of notice or both, except for such arrangements that would constitute such not have a breach or defaultMaterial Adverse Effect.

Material Contracts. (a) Except (i) as set forth on Schedule 2.19(a), (ii) for Contracts licenses of, and other agreements with respect to, the items referred to in Section 2.17 and (iii) for Leases, as to which no representations or commitments disclosed warranties are made other than as set forth in Schedule 3.12Section 2.9, the Company is not a party to or subject tobound by, nor are any of its assets affected by, any: (i) note, debenture, bond, equipment trust, letter of credit, indenture loan or other agreement relating to Indebtedness, lending or investing of money or to the mortgaging or pledging of any lease, rental, conditional sale or similar Contract providing for annual rentals of $10,000 or moreits assets; (ii) any Contract relating to indebtednesswith a Governmental Authority; (iii) guaranty of Indebtedness, guarantee, capital lease, credit or financing or other Contract than endorsements made for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred collection in the ordinary course of business consistent with past practices in an amount not exceeding $10,000business; (iiiiv) any indemnification or other reimbursement obligations in excess of $100,000; (v) Contract for the purchase of materials, supplies, goods, services, equipment goods or other assets providing for services that involves or would reasonably be expected to involve (A) annual payments by the Company of $10,000 100,000 or more or (B) aggregate payments by the Company, of $250,000 or more; (ivvi) Contracts which prohibit it from freely engaging in any sales, distribution or other similar activity in any geographic region; (vii) Contract providing (A) for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for assets, and that involves a specified annual payments to minimum dollar sales amount by the Company of $10,000 100,000 or more, or (B) pursuant to which the Company received payments of more than $100,000 in the year ended December 31, 2008 or expects to receive payments of more than $100,000 in the years ending December 31, 2009 and December 31, 2010; (vviii) Contract that requires the Company to purchase its total requirements of any agency, dealer, sales representative product or other similar Contractservice from a third party or that contains "take or pay" provisions; (viix) any employment employment, consulting, termination or consulting severance Contract, and other than any such Contract with any officer, director, employee or 10% stockholder of that is terminable at-will by the Company without liability to the Company; (viix) any partnership, partnership or joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar yeardistribution, dealer, representative or sales agency Contract; (xii) Contract for the lease of personal property that provides for payments to or by the Company in any one case of $100,000 or more annually or $500,000 or more over the term of the lease; (xiii) Contract relating for any capital expenditure or leasehold improvement in any one case in excess of $100,000 or in the aggregate greater than $250,000; (xiv) Contract that relates to the Company’s Proprietary Rights acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise); (xv) Collective Bargaining Agreement or other Contract with any labor organization, union or association; or (xvi) any other Contracts not described above which involve the use payment to or by the Company of the Proprietary Rights of $100,000 or more in any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Companytwelve consecutive month period. (b) Each Contract Except as set forth on Schedule 2.19(b), (i) each contract or commitment listed on Schedule 2.19(a) (the "Material Contracts") is valid, binding and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, is in full force and effect, and is enforceable against the Company; (ii) the Company is not in material default under any Material Contract, has performed all material obligations under the Material Contracts required to be performed by it, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice claim of default under any Material Contract; and (iii) Seller has no knowledge of any breach or violation of, or default under, anticipated breach by any Contract or commitment required other party to be disclosed in Schedule 3.12 that could reasonably be expected any Material Contract. (c) Seller has made available to result, individually or in the aggregate, in a Buyer true and complete copies of each Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultContract.

Material Contracts. (a) Except for Contracts or commitments disclosed as set forth in Schedule 3.124.16 of the Disclosure Schedules, none of the Company or any Company Subsidiary is not a party to or subject toobligated under: (ia) any leaseContract which obligates the Company or any Company Subsidiary for payments in any future calendar year in excess of RMB2,000,000, rentalin the aggregate, conditional sale and which is not terminable by the Company or similar Contract providing for annual rentals the Company Subsidiaries without additional payment or penalty within ninety (90) days of $10,000 or moredelivery of notice of such termination; (iib) any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or which restricts the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) Company or any other Liability, except Contracts relating to indebtedness or Liabilities incurred Company Subsidiary from engaging in the ordinary course any line of business consistent or competing with past practices any Person in an amount not exceeding $10,000any geographic region; (iiic) any Contract for the purchase of materialspartnership, supplieslimited liability company agreement, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution joint venture or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment agreement or other assets providing for annual payments arrangement relating to the Company formation, creation, operation, management or control of $10,000 any partnership or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder joint venture which is not a wholly-owned subsidiary of the Company; (viid) any partnershipContract (other than among the Company Subsidiaries) under which Indebtedness in excess of RMB2,000,000 is outstanding or pursuant to which any property or asset of the Company or any of the Company Subsidiaries having a book value of more than RMB2,000,000 is mortgaged, joint venture pledged or other similar Contractotherwise subject to an Encumbrance or any Contract restricting the incurrence of Indebtedness or the incurrence of Encumbrances or restricting the payment of dividends; (viiie) any licenseContract entered into within three (3) years prior to the date hereof for the acquisition or disposition, franchise agreement directly or Contract indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration in respect excess of similar rights granted RMB2,000,000 and any term sheets or letters of intent in effect and not expired as of the date hereof, whether or not binding, relating to or held by any of the Companyforegoing in this clause (e); (ixf) other than Contracts for ordinary repair and maintenance, any Contract relating to the development or construction of, or additions or expansions to, the Properties, under which the Company or any of the Company Subsidiaries has, or expects to incur, an obligation in excess of RMB2,000,000 in the aggregate that has not been satisfied as of the date hereof; (g) any Contract to which the Company or other document that limits the freedom any of the Company Subsidiaries has continuing indemnification obligations or potential liability under any purchase price adjustment that, in each case, could reasonably be expected to compete result in any line of business or with any Person or in any geographic area or which would so limit the freedom future payments of the Company after or such Company Subsidiary of more than RMB2,000,000 or any Contract relating to the Closing Datesettlement or proposed settlement of any Legal Action, which involves the issuance of equity securities or payment of an amount, in any such case, having a value of more than RMB2,000,000; (xh) any Contract for the acquisition employment of, or receipt of any Person services from, any director, officer or business thereof other employee on a full-time, part-time, consulting or other basis providing annual case compensation from the disposition of Company or any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments Subsidiary in excess of $10,000 or as contemplated by this AgreementRMB500,000; (xii) any Contract requiring capital expenditures after which relates to any material Intellectual Property; (j) any Contract (other than Contracts referenced in clause (a) through (i) of this Section 4.16) which by its terms call for payments by the date hereof in an amount Company and the Company Subsidiaries in excess of $10,000 in any calendar yearRMB2,000,000; (xiik) any Contract relating to the Company’s Proprietary Rights with any Sellers or the use by any current officer or director of the Company or any Company Subsidiary or any other Affiliates of the Proprietary Rights of Company or any other PersonCompany Subsidiary; or (xiiil) any other Contract that requires a consent to or commitment not made otherwise contains a provision relating to a “change of control’, or any Contract that would prohibit or delay the consummation of the transactions contemplated by this Agreement or the Company Documents, or that would trigger, give rise to, accelerate or augment any liabilities or terminate or modify any rights of the Company or any Company Subsidiary as a result of the consummation of the transactions contemplated hereby (the Contracts described in clause (a) through (k) of this Section 4.16 and those agreements set forth in Schedule 4.13 of the ordinary course of business that is material to Disclosure Schedules together with all exhibits and schedules thereto collectively, the Company“Material Contracts”). (bm) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of (i) Neither the Company, Company nor any Company Subsidiary is in full force and effectmaterial breach of or material default (with or without notice, and is enforceable against lapse of time or both) under the Companyterms of any Material Contract, and (ii) to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Companydate hereof, any no other party thereto to any Material Contract is in breach of or default in any material respect (with or without notice, lapse of time or both) under the terms of any Material Contract and (iii) each Material Contract is a valid and binding obligation of the Company or the Company Subsidiary a party thereto and is in full force and effect assuming that each such Material Contract is a valid and binding obligation of the other party or commitmentparties to the Material Contract. The Company has not received has, no later than fifteen (15) days prior to the Closing Date, made available to Purchaser true and complete copies of all Material Contracts, including any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultamendment thereto.

Material Contracts. To the best of the Company's knowledge, except for the contracts of the Company set forth on Exhibit 2.13 attached hereto (a) Except for Contracts or commitments disclosed in Schedule 3.12collectively, the "Contracts"), the Company is not a party to or subject tootherwise bound by any written or oral: (a) contract or series of contracts with the same Person for the purchase of machinery, equipment, goods or services, or the furnishing of services, including without limitation, contracts with franchisees, which contracts have a value in excess of $25,000; (b) contract with any labor union (and, to the best of the Company's knowledge, no organizational effort is being made with respect to any of their employees); (c) containing any pay-back or other similar provision, upon the occurrence of a failure by the Company to meet its obligations under the contract when due or the occurrence of any other event; (d) contract for the future purchase of fixed assets or for the future purchase of materials, supplies or equipment in excess of its normal operating requirements; (e) contract for the employment of any officer, employee or other person on a full-time or consulting basis, which is not terminable on notice without cost or liability to the Company, except normal severance arrangements and accrued vacation pay; (f) bonus, pension, profit-sharing, retirement, hospitalization, insurance, stock purchase, stock option or other plan, contract or understanding pursuant to which benefits are provided to any employee of the Company (other than group insurance plans applicable to employees generally); (g) agreement or indenture relating to the borrowing of money or to the mortgaging or pledging of, or otherwise placing a lien or security interest on, any asset of the Company or any agreement or instrument evidencing any guaranty by the Company of payment or performance by any other Person; (h) voting trust or agreement, stockholders' agreement, pledge agreement, buy-sell agreement or first refusal or preemptive rights agreement relating to any securities of the Company other than the Stockholders Agreement; (i) agreement or obligation (contingent or otherwise) to issue, sell or otherwise distribute or to repurchase or otherwise acquire or retire any lease, rental, conditional sale shares of its capital stock or similar Contract providing for annual rentals any of $10,000 or moreits other equity securities (except as contemplated in Section 3.10); (iij) agreement under which the Company has advanced or agreed to advance money, or under which the Company has agreed to lease any Contract relating to indebtedness, guarantee, capital lease, credit property as lessee or financing or other Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing lessor for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving lease payments in excess of $10,000 or as contemplated by this 25,000; (k) agreement under which the Company has granted any person any registration rights, other than the Registration Rights Agreement; (xil) agreement under which the Company has limited or restricted its right to compete with any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 Person in any calendar yearrespect; (xiin) any Contract relating agreement providing for disposition of the business, assets or shares of the Company agreement of merger or consolidation to which the Company is a party or letter of intent with respect to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Personforegoing; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or default.

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12As of the date hereof, the Company neither AMB nor any of its Subsidiaries is not a party to or subject to: bound by any Contract (i) required to be filed as an exhibit to AMB’s Annual Report on Form 10-K pursuant to Item 601(b)(2) or (10) of Regulation S-K under the Exchange Act, (ii) any leasepartnership, rentaljoint venture, conditional sale co-investment or similar Contract providing for annual rentals agreement with any third parties requiring aggregate payments after the date hereof by AMB or any of its Subsidiaries pursuant to any such partnership, joint venture, co-investment or similar agreement in excess of $10,000 150,000,000, (iii) any Contract limiting in any material respect the ability of AMB or more; any of its Subsidiaries to engage in any line of business in any geographic area, (iiiv) any Contract or executed binding letter of intent involving the future disposition or acquisition of assets or properties with a fair market value in excess of $250,000,000, or any merger, consolidation or similar business combination transaction, (v) any Contract relating to indebtednessdevelopment, guaranteeconstruction, capital lease, credit expenditures or financing or other Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; properties (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, other than purchase orders for such items in the ordinary course of business consistent with past practices, business) in each case involving requiring aggregate payments by AMB or any of its Subsidiaries in excess of $10,000 100,000,000 during their remaining term, or as contemplated by this Agreement; (xivi) any Contract requiring capital expenditures after the date hereof in an amount evidencing a capitalized lease obligation or other indebtedness to any Person, or any guaranty thereof, in excess of $10,000 in any calendar year; (xii) 100,000,000, other than any Contract relating in respect of a ground lease or office leases or obligations thereunder (all such Contracts to the Company’s Proprietary Rights which AMB or the use any of its Subsidiaries is a party to or bound by the Company as of the Proprietary Rights date of any other Person; or (xiii) any other Contract this Agreement are referred to herein as the “AMB Material Contracts”). Except as would not have, or commitment would not made reasonably be expected to have, individually or in the ordinary course aggregate, an AMB Material Adverse Effect, each of business that is material to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 AMB Material Contracts is a valid and binding agreement obligation of AMB, or the CompanySubsidiary of AMB that is a party thereto, is in full force and effectand, and is enforceable against the Company, and to the Knowledge of the CompanyAMB’s knowledge, the other parties thereto, enforceable against AMB and its Subsidiaries and, to AMB’s knowledge, the other parties thereto in accordance with its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws of general applicability relating to or affecting creditors’ rights generally and general equitable principles. None of AMB or any of its Subsidiaries is, and to the general principles AMB’s knowledge no other party is, in breach, default or violation (and no event has occurred or not occurred through AMB’s or any Subsidiary of equity. Except as disclosed on Schedule 3.12, neither the Company norAMB’s action or inaction or, to AMB’s knowledge, through the Knowledge of the Company, any other party thereto is in breach of action or default in any material respect under the terms inaction of any such Contract third party, that with notice or commitment. The Company has not received any notice the lapse of time or both would constitute a breach, default or violation) of any breach term, condition or violation ofprovision of any AMB Material Contract to which AMB or any Subsidiary of AMB is now a party, or default underby which any of them or their respective properties or assets may be bound, any Contract except for such breaches, defaults or commitment required to be disclosed in Schedule 3.12 that could violations as would not have, or would not reasonably be expected to resulthave, individually or in the aggregate, in a an AMB Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or default.

Material Contracts. (a) Except for Contracts any Government Contract or commitments disclosed in Schedule 3.12, Government Bid that are set forth instead on Section 4.16(a) of the Company is not Disclosure Letter, Section 4.15(a) of the Company Disclosure Letter sets forth the following (each of which, together with each Lease shall constitute a party to or subject to:“Material Contract”): (i) any lease“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), rental, conditional sale whether or similar Contract providing for annual rentals of $10,000 or morenot filed by the Company with the SEC; (ii) any employment or consulting Contract relating (in each case with respect to indebtednesswhich the Company or a Subsidiary of the Company has continuing obligations as of the date hereof) with any current (A) officer of the Company, guarantee(B) member of the Company Board, capital lease, credit or financing (C) Company Employee providing for an annual base salary or other Contract for borrowed money or the deferred purchase price payment in excess of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000100,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments 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 $10,000 or morethird party claims under Contracts with customers entered into in the ordinary course of business; (iv) any sales, distribution or other similar Contract providing for that purports to limit in any material respect the sale by right of the Company or any of materialsits Subsidiaries (or, suppliesat any time after the consummation of the Merger, goodsParent or any of its Subsidiaries) to (A) engage in any line of business, services(B) compete with any Person or solicit any client or customer, equipment or other assets providing for annual payments to the Company of $10,000 or more(C) operate in any geographical location; (v) any agencyContract relating to the disposition or acquisition, dealerdirectly or indirectly (by merger, sales representative sale of stock, sale of assets, or otherwise), by the Company or any of its Subsidiaries of assets or capital stock or other similar Contractequity 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 its Subsidiaries has a continuing material earn-out or other contingent payment obligation or any material indemnification obligation; (vi) any employment Contract that grants any right of first refusal, right of first offer, or consulting Contractsimilar right with respect to any material assets, and any Contract with any officerrights, director, employee or 10% stockholder properties of the CompanyCompany or any of its Subsidiaries; (vii) any partnershipContract that contains any provision that requires the purchase of all or a material portion of the Company’s or any of its Subsidiaries’ requirements for a given product or service from a given third party, joint venture which product or other similar Contractservice is material to the Company and its Subsidiaries, taken as a whole; (viii) any licenseContract 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 Merger will obligate Parent, franchise agreement the Surviving Corporation, or Contract in respect any of their respective Subsidiaries to conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar rights granted to or held by the Companycovenant with any third party; (ix) 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 document that limits the freedom of than any such Contract solely between the Company to compete in any line of business and its wholly owned Subsidiaries or with any Person or in any geographic area or which would so limit among the freedom of the Company after the Closing DateCompany’s wholly owned Subsidiaries; (x) any Contract mortgages, indentures, guarantees, loans, or credit agreements, security agreements, or other Contracts, in each case relating to indebtedness for the acquisition of any Person borrowed money, whether as borrower or business thereof or the disposition of any material assets lender, other than (A) accounts receivables and payables, (B) loans to Subsidiaries of the Company, other or (C) for principal amounts less than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreement250,000; (xi) any employee collective bargaining agreement or other Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in with any calendar yearlabor union; (xii) any Contract relating to the Company’s Proprietary Rights Company IP Agreement, other than licenses for shrinkwrap, clickwrap, or the use 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 Proprietary Rights of any other Person; orits Subsidiaries; (xiii) any other Contract that is a settlement or commitment similar Contract involving payments by the Company or its Subsidiaries after the Closing or any injunctive or similar equitable obligations that impose material restrictions on the Company or any of its Subsidiaries; (xiv) any Contract providing for (A) payment by any Person to the 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 purchase of products or services by the Company or any of its Subsidiaries from any Person in excess of $150,000 annually, in either case, which is not made 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 ordinary course Company Disclosure Letter, but shall be deemed to be a Material Contract for purposes of business this Agreement; or (xv) any Contract which is not otherwise described in clauses (i)-(xiv) above that is material to the CompanyCompany or any of its Subsidiaries. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or default.

Material Contracts. (a) Except for Contracts or commitments disclosed in Section 4.17(a) of the Disclosure Schedule 3.12lists the following types of Contracts, together with all amendments, to which the Company or any Company Subsidiary is not a party to or subject to:by which any of their respective properties, rights or assets are bound, as of the date hereof (such Contracts being the “Company Material Contracts”): (i) each Contract that is a “material contract” (as such terms is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act), other than those agreements and arrangements described in Item 601(b)(10)(iii)(C) with respect to the Company or any lease, rental, conditional sale or similar Contract providing for annual rentals of $10,000 or moreCompany Subsidiary); (ii) (A) all employment Contracts of those employees that received from the Company or any Contract relating to indebtednessCompany Subsidiary annual compensation (including base salary, guaranteecommissions, capital lease, credit or financing and annual or other Contract periodic or project bonuses) in excess of $100,000 in fiscal year 2013 and (B) all consulting Contracts for borrowed money or those consultants that received from the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) Company or any other Liability, except Contracts relating to indebtedness or Liabilities incurred Company Subsidiary annual compensation in the ordinary course excess of business consistent with past practices $100,000 in an amount not exceeding $10,000fiscal year 2013; (iii) all Contracts evidencing indebtedness for borrowed money in excess of $100,000 or granting a Lien (except Standard Outbound Licenses) on any Contract for the purchase material property or asset of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or morethe Company Subsidiaries; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or moreIntellectual Property Agreements; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held all Contracts which provide for indemnification by the Company; (ix) Company or any Contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition Subsidiary of any Person or business thereof or the disposition other person against any charge of infringement of any material assets of the CompanyIntellectual Property Right or product liability, other than in the ordinary course of business consistent in connection with past practicesthe distribution of the Company Products; (vi) all Contracts involving any joint venture, co-development, partnership or similar arrangement that is material to the Company or any Company Subsidiary; (vii) all Contracts that (A) grant to a Third Party any right of first refusal or first offer or similar right or that limit in each case involving payments material respects, purport to limit in excess any material respect, the ability of the Company or any Company Subsidiary or, upon the consummation of the Transaction, Parent or any of its affiliates to compete in respect of Company Products with any person or entity or in any geographic area or during any period of time, or that grants any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any party, or any settlement, concurrent use, consent-to-use or standstill agreements, or (B) require the disposition of any material asset or line of business of the Company or any of the Company Subsidiaries or, following the Effective Time, of Parent or its affiliates; (viii) any Contract that is a collective bargaining agreement, work council agreement, work force agreement or any other labor union Contract applicable to persons employed by the Company or any Company Subsidiary; (ix) any Contract that requires the Company or any Company Subsidiary to deal exclusively with any person with respect to any matter or that provide “most favored nation” pricing or terms to the other party to such Contract or any third party, including any such Contract that, following the Effective Time, would apply to Parent or any of its subsidiaries; (A) any Contract with a foundry partner of the Company and (B) any Contract that involves the payment by the Company and the Company Subsidiaries to the counterparty of $10,000 250,000 or as contemplated by this Agreementmore in the prior twelve (12) months; (xi) any Contract requiring capital expenditures after all material Contracts with the date hereof top ten (10) customers of the Company or the Company Subsidiaries as set forth in an amount in excess Section 4.21 of $10,000 in any calendar yearthe Disclosure Schedule; (xii) any Contract relating to the Company’s Proprietary Rights or the use that provides for indemnification by the Company of the Proprietary Rights of or any Company Subsidiaries to any Person, other Person; or (xiii) any other Contract or commitment not made than as entered into in the ordinary course of business or any indemnification or advancement obligations set forth in the certificate of incorporation, bylaws or comparable organizational documents of the Company or the Company Subsidiaries; (xiii) any Contract that is between the Company or any Company Subsidiary and any director or officer of the Company or any Person beneficially owning five (5) percent or more of the outstanding Company Shares; (xiv) any Contract that restricts payment of dividends or any other distribution in respect of the Company Shares or the shares of any of the Company Subsidiaries’ capital stock, or the purchase, redemption or other acquisition of any such shares; (xv) any Contract that contains standstill or similar agreement pursuant to which one party has agreed not to acquire assets or securities of another Person, except for any such Contract that is a confidentiality, non-disclosure or similar type of agreement entered into in the ordinary course of business or in connection with the potential sale of the Company; (xvi) any material Contract that is between the Company or any Company Subsidiary and any Governmental Authority; (xvii) any Contract that relates to the formation, creation, operation, management or control of any partnership, joint venture or similar arrangements material to the Company or any of the Company Subsidiaries; (xviii) any Contract that was not negotiated and entered into on an arm’s length basis; or (xix) any Contract that would prevent the Company’s ability to consummate the Merger or the other Transactions. (b) Each (i) each Company Material Contract and commitment required to be disclosed is in Schedule 3.12 is all material respects a legal, valid and binding agreement of the Companyand is, is in all material respects, in full force and effect, effect and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ or affecting the rights generally and to the general principles remedies of equity. Except as disclosed on Schedule 3.12, neither creditors generally); the Company noror any Company Subsidiary, as applicable, is not in material breach or default under any Company Material Contract (other than any material breaches or defaults that the Company or a Company Subsidiary has cured, or that would not be expected to have a Material Adverse Effect), and, to the Knowledge knowledge of the Company, no event or condition exists that, with or without notice, lapse of time, or both, would constitute a default under the Company Material Contract (other than any defaults that would not be expected to have a Material Adverse Effect); and none of the Company Material Contracts has been canceled by the other party; (ii) to the knowledge of the Company, no other party has materially breached or violated, or defaulted under, any Company Material Contract (other than any material breaches that any other party thereto is in breach of or default in any material respect under has cured); (iii) the terms of any such Contract or commitment. The Company has and the Company Subsidiaries have not received any notice written claim of default under any breach or violation ofCompany Material Contract, which has not been cured in accordance with the cure provisions such Contract; (iv) the Company is not involved in any pending disputes regarding such Company Material Contracts, including disputes with respect to the scope thereof, performance thereunder, or default underpayments made or received in connection therewith, any Contract or commitment required to be disclosed in Schedule 3.12 except for disputes that could reasonably would not be expected to resulthave a Material Adverse Effect; and (v) neither the execution of this Agreement nor the consummation of any Transaction shall constitute a default, give rise to cancellation rights, or otherwise adversely affect any of the Company’s or the Company Subsidiaries’ rights under any Company Material Contract, except for any such defaults, cancellation rights, or adverse effects that, individually or in the aggregate, in would not reasonably be expected to (i) prevent or materially delay beyond the Outside Date the consummation of the Merger or (ii) have a Material Adverse Effect. The Company has made available to Purchaser true and complete copies of all Company Material Contracts, and there has not occurred including any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultamendments thereto.

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12, Section 3.20(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a correct and complete list of each of the following types of Contracts to which the Company, any Company Sharing Company (to the extent applicable) or any of their respective Subsidiaries is not a party to party, or subject toby which any of their respective properties or assets is bound: (i) each Contract that, (A) limits or restricts the Company, any lease, rental, conditional sale or similar Contract providing for annual rentals of $10,000 or more; (ii) any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) Company Sharing Company or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete their Subsidiaries from competing in any line of business or with any Person or in any geographic area region, (B) contains exclusivity obligations or which would so limit restrictions binding on the freedom Company, any Company Sharing Company or any of their respective Subsidiaries, (C) requires the Company, any Sharing Company or any of their respective Subsidiaries to conduct any business on a “most favored nations” basis with any third party or (D) provides for rights of first refusal or offer or any similar requirement or right in favor of any third party in respect of a Minority Investment Entity, in each case, that is material to the Company after the Closing Dateand its Subsidiaries, taken as a whole; (xii) any each Contract for that is a joint venture, partnership, limited liability company or similar agreement that is material to the acquisition of any Person or business thereof or the disposition of any material assets of the CompanyCompany and its Subsidiaries, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or taken as contemplated by this Agreementa whole; (xiiii) any each Contract requiring capital expenditures after that is a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than letters of credit and those between the date hereof Company and its wholly owned Subsidiaries) relating to indebtedness for borrowed money in an amount in excess of $10,000 in any calendar year10 million individually; (xiiiv) each Contract with respect to an interest, rate, currency or other swap or derivative transaction (other than those between the Company and its Subsidiaries) with a fair value in excess of $5 million; (v) each Contract that is an acquisition agreement or a divestiture agreement or agreement for the sale, lease or license of any Contract relating to the Company’s Proprietary Rights business or the use properties or assets of or by the Company (by merger, purchase or sale of the Proprietary Rights of any other Person; or assets or stock) entered into since December 31, 2014 or pursuant to which (xiiiA) any other Contract or commitment not made in the ordinary course of business that is material to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, has any outstanding obligation to pay after the Knowledge date of the Company, any other party thereto is this Agreement consideration in breach excess of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or default.$5 million or

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12, the Company is not a party to or subject to: (i) There have been made available for reasonable review by Parent correct and complete copies of each of the written contracts (or a written description of oral contracts) fitting a description below to which the Company or any leaseSubsidiary is a party or by which any of them or their properties or assets is bound as of the date hereof (each such contract, rental, conditional sale or similar Contract a “Material Contract”): (A) leases of personal property providing for annual rentals of $10,000 50,000 or more; (iiB) any Contract relating to indebtedness, guarantee, capital lease, credit agreements (or financing or other Contract for borrowed money or the deferred purchase price series of property (whether incurred, assumed, guaranteed or secured by any assetrelated agreements) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for pursuant to which (x) the Company or any Subsidiary has made aggregate annual payments of $50,000 or more in the preceding twelve months, other than purchase orders entered into in the ordinary course consistent with past practice, or (y) which by their terms currently require annual payments by the Company of $10,000 50,000 or more; (ivC) any sales, distribution or other similar Contract agreements providing for the sale by the Company or any Subsidiary of materials, supplies, goods, services, equipment or other assets providing pursuant to which (x) the Company or any Subsidiary has received $50,000 or more in the aggregate during the preceding twelve calendar months, or (y) which by their terms provide for annual payments to the Company of $10,000 50,000 or more; (vD) any agencypartnership, dealerlimited partnership, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnershiplimited liability company, joint venture or other similar Contractagreements or arrangements relating to the formation, creation, operation, management or control of any corporation, company, partnership or joint venture; (viiiE) agreements relating to the acquisition or disposition of any licensebusiness (whether by merger, franchise agreement sale of shares, sale of assets or Contract in respect of similar rights granted to or held by the Companyotherwise); (ixF) contracts for joint development of products, services or other assets; (G) material agreements to market, promote, sell or distribute the products of the Company or any Subsidiary, other than those entered into in the ordinary course of business; (H) agreements with customers of the Company or any Subsidiary which involve annual payments from customers of $25,000 or more; (I) agreements with customers of the Company or any Subsidiary which involve annual payments from customers of less than $25,000 and which terms of agreement deviate from the form xPressChain customer contract of the Company and the Subsidiaries previously provided to Parent (the “Form Customer Contract”); (J) agreements 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) or the guarantee of indebtedness of any other person; (K) any Contract material agreements concerning Company Intellectual Property, other than those entered into in the ordinary course of business; (L) material licenses or other document franchise agreements which relate to the Company or any Subsidiary or are necessary for the Company or any Subsidiary to conduct its business; (M) any agreement that limits the freedom of the Company or any Subsidiary to compete in any line of business or with any Person person or in any geographic area or which would so limit the freedom of the Company or any of the Subsidiaries after the Closing DateEffective Time of the Merger; (xN) employment, severance or consulting agreements (other than standard confidentiality and non-disclosure agreements and proprietary invention assignment agreements); and (O) any other contract or agreement, written or oral, the termination of which would reasonably be expected to result in a Material Adverse Effect on the business of the Company or any Subsidiary and which is not otherwise described in this Section 3.01(n)(i). Schedule 3.01(n) of the Disclosure Schedule sets forth a list of each of the Material Contracts including, without limitation, a list of all customers of the Company and/or the Subsidiaries which are parties to a customer contract with the Company or any Subsidiary in the form of the Form Customer Contract for and which have paid funds to the acquisition Company in the 36-month period prior to the date of this Agreement. (ii) None of the Company or any Person Subsidiary is, or business thereof has received any notice that any other party is or the disposition of is alleged to be, in breach or default in any material assets respect under any Material Contract, or any other agreement, commitment, arrangement, lease, policy or other instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound; and, to the knowledge of the Company, other than in there has not occurred any event that with the ordinary course lapse of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights time or the use by the Company giving of the Proprietary Rights of any other Person; or notice or both would constitute such a default. (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Company. (bA) Each Material Contract and commitment required to be disclosed in Schedule 3.12 is a constitutes the valid and binding agreement obligation of the CompanyCompany or any Subsidiary, is in full force and effectas applicable, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, such party in accordance with its terms, subject to applicable the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to affecting creditors’ rights generally generally, general equitable principles (whether considered in a proceeding in equity or at law) and to the general principles an implied covenant of equity. Except as disclosed on Schedule 3.12good faith and fair dealing, neither (B) none of the Company nor, to the Knowledge of the Company, or any other party thereto Subsidiary is in breach of or default in any material respect under of, and no event has occurred which, with notice or lapse of time, would constitute a breach or default by the terms Company or any Subsidiary or permit termination, modification or acceleration by any third party under, any Material Contract and (C) no person has the right to terminate on less than 30 days’ notice (except for the termination rights set forth in the contract) or, to the knowledge of the Company, has repudiated any provision of any such Material Contract. Each Material Contract that requires the consent or commitment. The Company has not received any notice waiver of any a third party prior to consummation of the transactions contemplated by this Agreement in order to avoid a breach or violation of, or default under, any such Material Contract or commitment required to be disclosed in is identified and marked by an asterisk on Schedule 3.12 that could reasonably be expected to result, individually or in 3.01(n) of the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultDisclosure Schedule.

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12, Section 2.19 of the Company Disclosure Letter contains a complete list of all Contracts (other than Company Employee Plans) to which the Company or any Company Subsidiary is not a party to or subject to:bound, on the one hand, and a third party is a party to or bound, on the other hand, and that fall within any of the following categories (each, a “Material Contract”): (ia) any lease, rental, conditional each Contract with a customer or distributor for the sale or similar Contract providing for annual rentals of $10,000 or more; (ii) any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or license by the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) Company or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase Company Subsidiary of materials, supplies, goods, products, services, equipment technology or other assets providing for involving annual payments to the Company and the Company Subsidiaries in excess of $500,000; (b) each Contract with a supplier or other vendor for the purchase or license by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company Subsidiary of materials, supplies, goods, products, services, equipment technology or other assets providing for involving annual payments to by the Company or the Company Subsidiaries in excess of $10,000 or more500,000; (vc) each Contract involving the exclusive license of Intellectual Property owned by the Company or any agency, dealer, sales representative Company Subsidiary not terminable at the Company’s or other similar ContractCompany Subsidiary’s election; (vid) any employment or consulting each Contract, and other than any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract listed in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom Section 2.9 of the Company Disclosure Letter, (i) which limits or restricts the ability of the Company or any Company Subsidiary to engage or to compete in any line of business or with any Person generally or in any geographic area area, or (ii) which would could reasonably be expected to so limit the freedom of the Company or any Affiliate after the Closing DateEffective Time based solely on facts attributable to the Company or its Affiliates immediately prior to the Effective Time; (xe) any Contract each lease (whether of real or personal property) providing for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments annual rentals in excess of $10,000 50,000; (f) each partnership, joint venture or other similar agreement or arrangement; (g) each Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) which has any outstanding material obligation owed by or to the Company or any Company Subsidiary; (h) each Contract relating to Indebtedness or the deferred purchase price of property (in each case, whether incurred, assumed, guaranteed, or secured by any asset), except any such Contract with an aggregate outstanding principal amount not exceeding $50,000 and which may be prepaid at the Company’s or Company Subsidiary’s election on not more than 30 days notice; (i) any development or collaboration Contract for development of products or services for the Company or any of the Company Subsidiaries requiring payments by the Company or any of the Company Subsidiaries in excess of $100,000; (j) any Contract with any Affiliate of the Company (or any Company Subsidiary), with any director or officer of the Company or any Company Subsidiary, or with any “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 director or officer; (k) any employment or consulting Contract not terminable at the option of the Company without penalty or more than 30 days notice; or (l) any employment or consulting Contract or any other Contract with severance, change in control or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any Company Subsidiary to make any payment as a result of the transactions contemplated by this Agreement; (xi) any , termination of employment or both. Each such Material Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, is in full force and effect, and is valid, binding and enforceable against the CompanyCompany or a Company Subsidiary party thereto in accordance with its terms, except in each case as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar Legal Requirements affecting or relating to creditors’ rights generally and principles of equity. None of the Company nor any Company Subsidiary is in default under or in material breach of any Material Contract, and to the Knowledge of the Company, the other parties thereto, no third party to any Material Contract is in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium default under or other similar laws relating to creditors’ rights generally and to the general principles in material breach of equitysuch Material Contract. Except as disclosed on Schedule 3.12, neither The Company or the Company nor, to the Knowledge of the Company, any other Subsidiary party thereto has performed and is in breach of or default in any performing all material respect obligations required to be performed by it under the terms of any such Contract or commitmentMaterial Contracts. The Company has not received any written notice of an intention to terminate any breach of the Material Contracts by any of the parties to any of the Material Contracts. True and complete copies of the Material Contracts have been provided or violation of, made available to Acquiror (or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultAcquiror’s Representatives).

Material Contracts. (a) Except As of the date hereof, except for Contracts or commitments disclosed in Schedule 3.12this Agreement, none of the Company or any of its subsidiaries is not a party to or subject tobound by any Contract: (i) any lease, rental, conditional sale or similar Contract providing for annual rentals that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of $10,000 or moreRegulation S-K under the Securities Act; (ii) any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or under which the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) Company or any other Liabilityof its subsidiaries is, except Contracts relating or is reasonably likely to indebtedness or Liabilities incurred be, entitled to receive revenues of more than $75,000 in the ordinary course of business consistent with past practices in an amount not exceeding $10,000any calendar year; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by under which the Company or any of its subsidiaries is or is reasonably likely to become subject to any obligation to pay a liability of more than $10,000 or more75,000 in any calendar year; (iv) that creates a Lien on (A) any sales, distribution property or other similar Contract providing for the sale by asset of the Company or any of materials, supplies, goods, services, equipment its subsidiaries other than Permitted Liens or other assets providing for annual payments to the Company of $10,000 or more(B) any Shares; (v) any agency, dealer, sales representative or other similar Contractthat constitutes a Real Property Lease; (vi) under which the Company or any employment of its subsidiaries has granted or consulting Contractreceived a license or sublicense or under which the Company or such subsidiary is obligated to pay, and any Contract with any officeror has the right to receive, directora royalty, employee license fee or 10% stockholder of similar payment, in each case that is material to the Company; (vii) between the Company or any partnershipof its subsidiaries, joint venture on the one hand, and any person that holds more than 5% of the Company Common Stock, or other similar Contractany Related person or affiliate of any such person, on the other; (viii) any license, franchise agreement involving a share of profits or Contract in respect of similar rights granted to or held losses by the CompanyCompany or any of its subsidiaries with any other person, including any joint venture, partnership or similar agreement; (ix) containing covenants that in any Contract way purport to restrict the business activity of the Company or other document that limits any of its subsidiaries or limit the freedom of the Company or any of its subsidiaries to compete engage in any line of business or to compete with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Dateperson; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets other than solely among wholly-owned subsidiaries of the Company, other than in governing the ordinary course borrowing of business consistent with past practicesmoney, the Guarantee or the repayment of Indebtedness or conditional-sale arrangements or interest-rate- or currency-hedging activities, in each case involving payments in excess of $10,000 or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof case, in an amount in excess of $10,000 in 75,000; (xi) granting to any calendar yearperson a first refusal, a first offer or similar preferential right to purchase or acquire any material right, asset or property of the Company or any of its subsidiaries or any Shares; (xii) any Contract relating to the Company’s Proprietary Rights involving a material distributor, sales representative or the use broker arrangement that by its express terms is not terminable by the Company or any of the Proprietary Rights its subsidiaries at will or by giving notice of any other Person; or30 days or less, without liability; (xiii) involving the acquisition by the Company or any other Contract of its subsidiaries of any business enterprise whether by stock or commitment not made in asset purchase or otherwise; (xiv) entered into by the Company or any of its subsidiaries outside the ordinary course of business and under which the Company and its subsidiaries, taken as a whole, could have liability in an aggregate amount in excess of $75,000; (xv) with respect to a joint venture, partnership, limited liability or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to the Companybusiness of the Company and the subsidiaries, taken as a whole; or (xvi) with respect to any acquisition pursuant to which the Company or any of its subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $20,000. Each such Contract described in clauses (i) through (xvi) above is referred to herein as a “Material Contract.” (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, Material Contracts is in full force and effecteffect and valid and binding on the Company and each of its subsidiaries party thereto and, and is enforceable against the Company, and to the Knowledge knowledge of the Company, the each other parties party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium . There is no material breach or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither material default under any Material Contract by the Company noror any of its subsidiaries or, to the Knowledge knowledge of the Company, by any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effectparty, and there no event has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a breach material default thereunder by the Company or defaultany of its subsidiaries or, to the knowledge of the Company, by any other party. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any other party to any Material Contract has terminated, or purported to terminate, any Material Contract.

Material Contracts. (a) Except for Schedules 2.19(a)(i) through (xxvii) of the Company Disclosure Letter set forth a list of each of the following Contracts or commitments disclosed in Schedule 3.12, to which the Company is not a party to or subject to:that are in effect on the Agreement Date (collectively, the “Material Contracts”): (i) any lease, rental, conditional sale Contract with a (A) Customer or similar Contract providing for annual rentals of $10,000 or more(B) Significant Supplier; (ii) any Contract providing for payments to the Company (or under which the Company has made or received such payments) in the period since the Company’s inception; (iii) any Contract providing for payments by the Company (or under which the Company has made such payments) in the period since the Company’s inception in an aggregate amount of $10,000 or more per annum; (iv) any dealer, reseller, distributor, referral, sales representative or similar agreement, or any Contract providing for the grant of rights to reproduce, license, market, refer or sell the Company’s products or services to any other Person or relating to indebtednessthe advertising or promotion of the Business or pursuant to which any third parties advertise on any websites operated by the Company; (v) (A) any joint venture Contract, guarantee(B) any Contract that involves a sharing of revenues, capital leaseprofits, credit cash flows, expenses or financing losses with other Persons and (C) any Contract that involves the payment of royalties to any other Person; (vi) any separation agreement or severance agreement with any current or former employees under which the Company has any on-going payment obligations or potential future payment obligations; (vii) any Contract for or relating to the employment or service (other than at-will employment Contracts that do not provide for severance or other termination benefits) of any director, officer, employee, consultant or beneficial owner of more than 5% of the total shares of Company Common Stock or any other type of Contract with any of the Company’s directors, officers, employees, consultants or beneficial owners of more than 5% of the total shares of Company Common Stock, as the case may be; (viii) any 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 or Company Intellectual Property, (B) containing any non-competition covenants or other restrictive covenants relating to the Company Products or Company-Owned Intellectual Property, (C) that, excluding restrictions and other limitations on the use of Third-Party Intellectual Property contained in the applicable written license agreement therefor, limits or would limit the freedom of the Company any of its successors, assigns or 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 the 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, (D) containing any “take or pay,” minimum commitments or similar provisions or (E) that is set forth on Schedule 2.15(p) of the Company Disclosure Letter; (ix) any standstill or similar agreement containing provisions prohibiting a third party from purchasing Equity Interests of the Company or the assets of the Company or otherwise seeking to influence or exercise control over the Company; (x) other than (A) licenses Open Source Materials, (B) “shrink wrap” and similar generally available commercial end-user licenses to software that have an individual acquisition cost of $1,000 or less and are not incorporated into or integrated with, or directly used in the development of, the Company Products and (C) employee invention assignment agreements and consulting agreements with Authors on the Company’s standard form(s) of agreement, copies of which have been provided to Acquirer, all licenses, sublicenses and other Contracts to which the Company is a party and pursuant to which the Company acquired or is authorized to use any Third-Party Intellectual Property; (xi) any license, sublicense or other Contract for borrowed money pursuant to which any Person is authorized to manufacture, reproduce or use any Company Product or is otherwise granted a license under any Company-Owned Intellectual Property (other than Standard Outbound Licenses); (xii) any license, sublicense or other Contract pursuant to which the deferred purchase price Company has agreed to any restriction on the right of property the Company to use or enforce any Company-Owned Intellectual Property or, excluding Permitted Encumbrances, pursuant to which the Company agrees to encumber, transfer or sell rights in or with respect to any Company-Owned Intellectual Property; (whether incurred, assumed, guaranteed or secured by xiii) any asset) or any other Liability, except Contracts relating to indebtedness the membership of, or Liabilities incurred participation by, the Company in, or the affiliation of the Company with, any industry standards group or association; (xiv) any Contract providing for the development of any software, technology or Intellectual Property, independently or jointly, either by or for the Company (other than employee invention assignment agreements and consulting agreements with Authors on the Company’s standard forms of agreement, copies of which have been provided to Acquirer); (xv) any confidentiality, secrecy or non-disclosure Contract other than any such Contract entered into by the Company in the ordinary course of business consistent with past practices in an amount not exceeding $10,000practice; (iiixvi) any Contract for the purchase to license or authorize any third party to manufacture or reproduce any of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 Products or moreCompany Intellectual Property; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ixxvii) any Contract containing any indemnification, warranty, support, maintenance or other document that limits service obligation or cost on the freedom part of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, other than in that is outside the ordinary course of business consistent with past practices; (xviii) any settlement agreement with respect to any Legal Proceeding; (xix) any Contract pursuant to which rights of any third party are triggered or become exercisable, or under which any other consequence, result or effect arises, in each case involving payments connection with or as a result of the execution of this Agreement or the consummation of the Merger or the other Transactions; (xx) 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 of Company Capital Stock or any other securities of the Company or any options, warrants, convertible notes or other rights to purchase or otherwise acquire any such shares of stock, other securities or options, warrants or other rights therefor, except for the repurchase rights disclosed on Schedule 2.2(a) or Schedule 2.2(b) of the Company Disclosure Letter; (xxi) any Contract with any labor union or any collective bargaining agreement or similar contract with its employees; (xxii) 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 GAAP; (xxiii) any Contract of guarantee, surety, support, indemnification (other than pursuant to its standard end user agreements), assumption or endorsement of, or any similar commitment with respect to, the Liabilities or indebtedness of any other Person; (xxiv) any Contract for capital expenditures in excess of $10,000 or as contemplated by this Agreement5,000 in the aggregate; (xixxv) any Contract requiring capital expenditures after pursuant to which the date hereof in an amount in excess Company is a lessor or lessee of $10,000 in any calendar yearreal property or any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property; (xiixxvi) any Contract relating pursuant to the Company’s Proprietary Rights or the use by which the Company has acquired a business or entity, or assets of the Proprietary Rights a business or entity, whether by way of merger, consolidation, purchase of stock, or purchase of assets, or any Contract pursuant to which it has any ownership interest in any other Person; orand (xiiixxvii) any other Contract with any Governmental Entity, any Company Authorization, or commitment not made in the ordinary course of business that is material to the Companyany 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”). (b) Each Contract and commitment All Material Contracts are in written form. The Company has performed all of the obligations required to be disclosed performed by it and is entitled to all benefits under, and is not alleged to be in Schedule 3.12 is a valid and binding agreement default in respect of, any Material Contract. Each of the Company, Material Contracts is in full force and effect, and is enforceable against the Company, and subject only to the Knowledge effect, if any, of applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remedies. There exists no default or event of default or event, occurrence, condition or act, with respect to the Company or, to the knowledge of the Company, with respect to any other contracting party, that, with the giving of notice, the lapse of time or the happening of any other parties theretoevent or condition, would reasonably be expected to (i) become a default or event of default under any Material Contract or (ii) give any third party (A) the right to declare a default or exercise any remedy under any Material Contract, (B) the right to a rebate, chargeback, refund, credit, penalty or change in accordance with its termsdelivery schedule under any Material Contract, subject (C) the right to applicable bankruptcy, insolvency, moratorium accelerate the maturity or other similar laws relating to creditors’ rights generally and to the general principles performance of equity. Except as disclosed on Schedule 3.12, neither any obligation of the Company norunder any Material Contract, or (D) the right to the Knowledge of the Companycancel, terminate or modify any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitmentMaterial Contract. The Company has not received any notice of or other communication regarding any actual or possible violation or breach or violation of, or default under, or intention to cancel or modify any Contract or commitment required Material Contract. The Company does not have any Liability for renegotiation of Government Contracts. True, correct and complete copies of all Material Contracts have been provided to be disclosed in Schedule 3.12 that could reasonably be expected Acquirer at least three Business Days prior to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultAgreement Date.

Material Contracts. (a) Except for Contracts or commitments disclosed in as set forth on Schedule 3.123.19(a), none of the Company Companies is not a party to or subject to:any of the following contracts (each, a “Material Contract”): (i) any leaseContract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act) that is required, rentalor would be required, conditional sale to be filed as an exhibit to the Company SEC Documents pursuant to Item 601(b)(2), (4) or similar Contract providing for annual rentals (9) of $10,000 Regulation S-K of the Securities Act, that, in any such case, has not been filed or moreincorporated by reference in the Company SEC Documents; (ii) any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or restricting the deferred purchase price ability of property (whether incurred, assumed, guaranteed or secured by any asset) an entity or any other Liability, except Contracts relating of its Affiliates to indebtedness enter into or Liabilities incurred engage in the ordinary course any line of business consistent or compete with past practices in an amount not exceeding $10,000any Person; (iii) any Contract for under which the purchase Companies have incurred Indebtedness or directly or indirectly guaranteed Indebtedness, liabilities or obligations of materialsany other Person (other than inter-company Indebtedness owed among the Companies) that, suppliesindividually, goods, services, equipment or other assets providing for annual payments by the Company is in excess of $10,000 or more2,000,000; (iv) a Contract involving any sales, distribution joint venture or other similar Contract providing for partnership involving a potential annual commitment or annual payment by any of the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company Companies in excess of $10,000 5,000,000 (unless terminable without payment or more;penalty upon no more than ninety (90) days’ notice) (v) any agencyContract that imposes any material confidentiality, dealerstandstill or similar obligation on the Companies, sales representative except for those entered into in the ordinary course of business or other similar Contractin connection with the process to sell the Companies; (vi) any employment Contract that contains a right of first refusal, first offer or consulting Contractfirst negotiation, and any Contract with any officer, director, employee or 10% stockholder except in the ordinary course of the Companybusiness; (vii) any partnershipContract pursuant to which the Companies have granted any exclusive marketing, joint venture sales representative relationship, consignment or other similar Contract; (viii) distribution right to any licensethird party, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, other than except in the ordinary course of business consistent business; or (viii) other than leases for Leased Real Property, any Contract or group of related contracts with past practices, in each case involving payments the same party or group of affiliated parties the performance of which involves a potential annual commitment or annual payment in excess of $10,000 or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess 5,000,000. Table of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Company.Contents (b) Each Contract and commitment required to be disclosed Except as set forth in Schedule 3.12 is a valid and binding agreement 3.19(b), none of the CompanyCompanies is (with or without the lapse of time or the giving of notice, is or both) in full force and effect, and is enforceable against the Company, and to the Knowledge breach or default in any material respect of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company norunder any Material Contract and, to the Knowledge of the Company, any no other party thereto is in breach of or default in any material respect under the terms of to any such Material Contract is (with or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with without the lapse of time or the giving of notice notice, or both, would constitute such a ) in breach or defaultdefault thereunder. To the Knowledge of the Company, except as disclosed in Schedule 3.18(b), none of the Companies has received any written notice of the intention of any Person to terminate any Material Contract. Complete and correct copies of all Material Contracts have been made available to Buyer prior to the date of this Agreement.

Material Contracts. (a) Except for Contracts or commitments disclosed in Southcross Disclosure Schedule 3.12, 3.14(a) contains a true and complete listing of the following contracts to which a Holdings Company is not a party or to which a Holdings Company or subject to:any of their respective assets is bound as of the date hereof (each contract that is described in this Section 3.14(a) being a “Southcross Material Contract”): (i) any leasegathering contract, rentaltransportation contract, conditional sale connection contract, processing contract, storage contract, marketing contract or similar Contract providing for annual rentals services contract, in each case which Holdings LP reasonably expects to result in future payments by or to any Holdings Company, either annually or in the aggregate, of more than $10,000 2,000,000; provided, however, this does not include contracts (A) with a primary term of six months or moreless or (B) that can be terminated without penalty or future payment (other than previously accrued payment obligations) on less than 90 days’ notice; (ii) any Contract contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money or evidencing Indebtedness (excluding the deferred purchase price items listed in (g) of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course definition of business consistent with past practices in an amount not exceeding $10,000Indebtedness); (iii) any Contract for contract pursuant to which any of the purchase of materialsHoldings Companies have made any outstanding loan, supplies, goods, services, equipment capital contribution or other assets providing investment in, or assumed any liability or obligation of, any Person (not including knock-for-knock indemnities or other similar liabilities or obligations), including take-or-pay contracts or keep-whole agreements (which for annual payments by avoidance of doubt shall not include NAESBs or the Company of $10,000 or morerelated transaction confirmations); (iv) any salescontract with any Governmental Authority (excluding any rights-of-ways, distribution easements or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment contracts or other assets providing for annual payments to the Company of $10,000 or morePermits); (v) any agencycontract with any Related Party of a Holdings Company (including, dealerfor the avoidance of doubt, sales representative or other similar Contractany contract between any SXE Company and another Southcross Company that is not a SXE Company, but not including contracts between SXE Companies); (vi) any (A) employment contract that involves an aggregate future or potential liability in excess of $250,000 or (B) consulting Contractcontract that involves an aggregate future or potential liability in excess of $250,000, and any Contract with any officer, director, employee that cannot be terminated without penalty or 10% stockholder of the Companyfuture payment (other than previously accrued payment obligations that are less than $250,000) and without more than 90 days’ notice; (vii) any partnershipcontract that limits, joint venture or other similar Contract; (viii) purports to limit, the ability of any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company Holdings Companies to compete in any line of business or with any Person or in any geographic area or which would so limit during any period of time, or that restricts the freedom right of the Holdings Companies 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; (viii) any contract pursuant to which any of the Holdings Companies is (A) the lessee of any Leased Real Property or the lessor of any Real Property or (B) the lessee or lessor of any tangible personal property and, in the case of clause (B), that involves an aggregate future or potential liability or receivable, as the case may be, in excess of $500,000, and that cannot be terminated without penalty or future payment (other than previously accrued payment obligations that are less than $500,000) and without more than 90 days’ notice; (ix) any (A) pending contract for the sale or purchase of any Real Property or (B) any contracts for the sale or purchase of any Real Property entered into since September 30, 2014 and for which there are surviving obligations owed by any Holdings Company after the Closing Dateto another Person; (x) any Contract for (A) joint venture or partnership contract between or among such joint venture partners relating to the joint venture or partnership (not including any Organization Documents thereof) or any (B) merger, asset or stock purchase or divestiture contract relating to the acquisition or disposition of all or substantially all the assets of any Person operating business (or business thereof division) or a majority of the disposition capital stock or other controlling interest of any material assets of the Company, other than in the ordinary course of business consistent with past practicesPerson, in each case involving payments in excess which there are surviving obligations of $10,000 or as contemplated by this Agreementa Holdings Company owed to any Person; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in contract with any calendar yearlabor union or providing for benefits under any Southcross Benefit Plan; (xii) any Contract relating to contract for the Company’s Proprietary Rights purchase of any debt or equity security or other ownership interest of any Person, or for the issuance of any debt or equity security or other ownership interest, or the use by the Company conversion of any obligation, instrument or security into debt or equity securities or other ownership interests of the Proprietary Rights of any other Person; orHoldings Companies; (xiii) any contract relating to settlement of any Legal Proceedings entered into since September 30, 2014, for settlement amounts in excess of $250,000 (excluding settlements paid by insurance); (xiv) any contract that results in any Person holding a power of attorney from any of the Holdings Companies that relates to any of the Holdings Companies or any of their respective businesses; (xv) any contract with a Material Customer (as defined in Section 3.20(a)) that Holdings LP reasonably expects to result in future payments by or to any Holdings Company, either annually or in the aggregate, of more than $500,000; (xvi) any contract with a Material Supplier (as defined in Section 3.20(b)) that has a term greater than six months and cannot be cancelled by the Holdings Companies without penalty or further payment (other Contract than previously accrued payment obligations that are less than $500,000) and without more than 90-days’ notice; (xvii) any transaction confirmation associated with a NAESB base contract for the purchase or commitment sale of natural gas or natural gas liquids that had an initial term of twelve months or more and has remaining term after March 1, 2018; and (xviii) any contract, other than gathering contracts, transportation contracts, connection contracts, processing contracts, storage contracts, marketing contracts, services contracts or NAESB base contracts (and related transaction confirmations), that does not meet the definitions set forth in clauses (i) through (xvii) above, whether or not made in the ordinary course Ordinary Course of business Business, that (A) Holdings LP reasonably expects to result in a future or potential liability or receivable, as the case may be, in excess of $500,000 on an annual basis or in excess of $1,000,000 over the current contract term, and has a term greater than one year and cannot be cancelled by the Holdings Companies without penalty or further payment (other than previously accrued payment obligations that are less than $500,000) and without more than 90-days’ notice, or (B) is material to the Companybusiness, operations, assets, financial condition, results of operations or prospects of the Southcross Companies, taken as a whole. (b) Each Except as disclosed on Southcross Disclosure Schedule 3.14(b), (i) each Southcross Material Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of on the Company, applicable Holdings Company and is in full force and effect; (ii) none of the Southcross Companies has received written notice of, and is enforceable against the Company, and or to the Knowledge of the CompanyHoldings LP, knows of, the other parties theretoexistence of any event or condition that constitutes, in accordance with its termsor, subject to applicable bankruptcyafter notice or lapse of time or both, insolvencywill constitute, moratorium a breach or other similar laws relating to creditors’ rights generally default on the part of any Holdings Company under any such Southcross Material Contract; and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, (iii) to the Knowledge of Holdings LP, as of the Company, any date of this Agreement no other party thereto to any Southcross Material Contract is in breach of or default in thereunder, nor to the Knowledge of Holdings LP, does any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event condition exist that, with the notice or lapse of time or giving of notice or both, would constitute such a breach or defaultdefault by any such other party thereunder, except with respect to the foregoing clause (ii) or (iii), for such breaches or defaults that would not have a Southcross Material Adverse Effect. None of the Holdings Companies, nor to the Knowledge of Holdings LP, any other contracting party, is seeking to renegotiate any Southcross Material Contract. Holdings LP has delivered or made available to AMID true and complete copies of all Material Contracts including any amendments thereto.

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12, Section 4.9 of the Company Disclosure Schedule lists each Contract to which any Acquired Company is not a party to party, or subject to:by which it is bound, as of the date of this Agreement (other than Company Benefit Plans): (i) any leasethat is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act), rental, conditional sale whether or similar Contract providing for annual rentals of $10,000 or morenot filed by the Company with the SEC; (ii) pursuant to which any Contract relating to indebtednessAcquired Company made or received payments of more than an aggregate of $100,000 during the fiscal year ended December 31, guarantee, capital lease, credit or financing or other Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,0002022; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments evidencing a commitment by the an Acquired Company to make a future capital expenditure in excess of $10,000 100,000 that is not terminable by such Acquired Company upon notice of sixty (60) days or moreless; (iv) containing a covenant limiting the ability of any salesAcquired Company to compete or engage in any line of business, distribution in either case, in any material respect, or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or morecompete with any Person in any geographic area; (v) relating to or evidencing indebtedness for borrowed money or any agency, dealer, sales representative or other similar Contractguarantee of indebtedness for borrowed money by any Acquired Company in excess of $150,000; (vi) providing for or governing the formation of any employment joint venture, partnership, strategic alliance, research and development collaboration, or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Companysimilar arrangement; (vii) any partnershipthat is a Company Inbound License or Company Outbound License, joint venture in each case, which requires by its terms or is reasonably likely to require the payment or delivery of cash or other similar Contractconsideration by or to an Acquired Company in an amount having an expected value in excess of $100,000; (viii) any license, franchise agreement that has continuing obligations or Contract in respect of similar rights granted to or held by the Company; interests involving (ixA) any Contract “milestone” or other document similar contingent payments, including upon the achievement of regulatory, commercial, or other milestone that limits the freedom of the Company to compete could result in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments an aggregate payment in excess of $10,000 100,000, or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement payment of the Company, is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium royalties or other amounts calculated based upon sales, revenue, income or similar laws relating to creditors’ rights generally and to the general principles measure of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the an Acquired Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or default.;

Material Contracts. Schedule ‎5.11 sets forth, by applicable subsection, a correct and complete list of each of the following types of Contracts (and each amendment and modification thereto) of the Company, or by which any of the Business’s assets or properties are bound or subject to as of the date of this Agreement, but exclusive of Contracts constituting Company Plans other than Existing Employment Agreements (such Contracts, whether or not listed on Schedule ‎5.11, and collectively with the Existing Employment Agreements, Government Contracts and IP Licenses, hereinafter referred to as “Material Contracts”): (a) Except for all Contracts or commitments disclosed in Schedule 3.12, pursuant to which the Company is not a party to or subject to: Business (i) made payments to any leasethird party in the twelve (12) month period prior to the date hereof, rentalin excess of $100,000 in the aggregate; or (ii) received payments from any third party in the twelve (12) month prior to the date hereof, conditional sale in excess of $100,000 in the aggregate; (b) all Contracts involving the performance of services or similar Contract providing for annual rentals delivery of goods or materials by or to the Company, or the Business, in excess of $10,000 in the aggregate (i) outside of the continental United States or more(ii) which are not terminable by the Company, without payment of penalty or premium on not more than sixty (60) days’ notice; (iic) any Contract relating to indebtednessall partnership, guaranteejoint venture, capital leasetax sharing or similar agreements involving a share of profits, credit losses, costs or financing or liabilities between the Company, on the one hand, and a third party, on the other Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000hand; (iiid) all Contracts entered into in connection with any Contract for the purchase of materialsmerger, supplies, goods, services, equipment consolidation or other business combination or any acquisition or disposition of a business or any material assets providing for annual payments by and pursuant to which the Company of $10,000 or morehas an existing obligation; provided, that the foregoing shall not apply to non-disclosure agreements entered into in connection therewith; (ive) any sales, distribution all Contracts that contain or other similar Contract providing provide for “most favored nations” terms or otherwise restrict the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom right of the Company or any of its Affiliates to compete (i) engage in any line of business or geographic region with any Person, (ii) solicit any customers, suppliers, employees or contractors of any other Person, or (iii) compete with any Person or in sell any geographic area product; (f) all collective bargaining or which would so limit the freedom similar agreements; (g) All Contracts with professional employer organizations or staffing or personnel agencies; (i) any indenture, mortgage, pledge, security agreement, note or other Contract evidencing Indebtedness of the Company after the Closing Date; (x) or otherwise placing an Encumbrance on any Contract for the acquisition of any Person asset or business thereof or the disposition of any material assets property of the Company, or the Business, (ii) any guaranty or any other than evidence of liability for any Indebtedness or obligation of any other Person, or (iii) any letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which the Company is the beneficiary but excluding endorsements of instruments for collection in the ordinary course of business consistent the operation of such entity); (i) all Contracts with past practices, Material Customers; (j) all Contracts with Material Suppliers; (k) all outstanding powers-of-attorney granted by the Company for any purpose whatsoever; (l) each form of Contract used by the Company as a standard form in each case involving payments the ordinary course of business; (m) all outstanding Contracts related to capital projects and capital expenditures in excess of $10,000 individually or as contemplated by this Agreement;$25,000 in the aggregate; and (xin) any each other Contract requiring capital expenditures after to which the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating Company is a party or by which it or its assets are otherwise bound which is reasonably likely to involve the Company’s Proprietary Rights payment to or the use by the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made more than $100,000 in the ordinary course of business that is material aggregate. The Company has made available to the Company. Buyer true and complete copies of each Material Contract (b) Each Contract including all modifications, amendments and commitment required supplements thereto and waivers thereunder). Neither the Company nor, to be disclosed in Schedule 3.12 is a valid and binding agreement the Knowledge of the Company, any other party thereto, is in breach of or default under (or is alleged to be in breach or default under) or has provided or received any notice of any intention to terminate any Material Contract. Each Material Contract to which the Company is a party (x) is a legal and binding obligation of the Company and, to the Knowledge of the Company, the other relevant parties thereto and (y) is in full force and effect, and is enforceable against the CompanyCompany and, and to the Knowledge of the Company, the other parties thereto, in accordance with its termsthe terms thereof, subject except to applicable bankruptcy, insolvency, moratorium the extent that the enforceability thereof may be limited by the Equitable Exceptions. No Occurrence has occurred or exists which would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other similar laws relating to creditors’ rights generally and to changes of any right or obligation or the general principles loss of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitmentbenefit thereunder. The Company has not received no Contract, subcontract, grant agreement or other agreement entered into between the Company and a Governmental Authority, including (i) any notice prime contractor or higher-tier subcontractor of any breach a Governmental Authority in its capacity as a prime contractor or violation ofsubcontractor, or default under, (ii) any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or lower-tier subcontractor in the aggregate, in Company’s capacity as a Material Adverse Effect, and there has not occurred prime contractor or subcontractor to any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultGovernmental Authority.

Material Contracts. (a) Except for Contracts or commitments disclosed this Agreement, the agreements listed in Schedule 3.122.24 and the agreements listed as Exhibits hereto (the “Ancillary Agreements”) and other contracts and agreements which individually or in the aggregate are not material to Company’s or any of its subsidiaries’ businesses, as of the date of this Agreement, Company is not a party to or subject tobound by: (ia) any leasedistributor, rentalsales, conditional sale agency or similar Contract providing for annual rentals of $10,000 manufacturer’s representative, consulting, joint venture, or morepartnership contract or joint R&D or technology sharing arrangements; (iia) any Contract relating to indebtedness, guarantee, capital lease, credit or financing or continuing contracts (other Contract for borrowed money or the deferred than purchase price of property (whether incurred, assumed, guaranteed or secured by any assetorders) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual services involving in the case of any such contract under which aggregate payments by the Company in excess of $10,000 50,000 were made during the year ended December 31, 2004 that expires or moremay be renewed at the option of any Person (other than Company) so as to expire more than one (1) year after the date of this Agreement; (ivb) any salestrust indenture, distribution mortgage, promissory note, loan agreement or other similar Contract providing contract for the sale by the Company borrowing of materialsmoney, suppliesany currency exchange, goods, services, equipment commodities or other assets providing hedging arrangement (other than any such arrangement entered into for annual payments bona fide hedging purposes) or any leasing transaction of the type required to the Company of $10,000 or morebe capitalized in accordance with GAAP; (vc) any agency, dealer, sales representative or other similar Contractcontract for capital expenditures in excess of $50,000 in the aggregate; (vid) any employment contract limiting the freedom of Company to engage in any line of business, to acquire any material product or consulting Contractasset from any other Person outside the ordinary course of business, and to sell any Contract material product or asset outside the ordinary course of business to, or to perform any material service outside the ordinary course of business for, any Person, or to compete with any other Person (as that term is defined in the Exchange Act); (e) any contract pursuant to which Company is a lessor of real property or of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving in the case of any such personal property contact more than $50,000 over the life of the contract that expires or may be renewed at the option of any Person other than Company so as to expire more than one (1) year after the date of this Agreement; (f) any material contract with any Person with whom Company does not deal at arm’s length; (g) any contract which provides for the indemnification of any officer, director, employee or 10% stockholder of the Company;agent; or (viih) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect guarantee of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights indebtedness of any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or default.

Material Contracts. (a) Except As of the date of this Agreement, except for Contracts this Agreement or commitments disclosed in Schedule 3.12, the Company Benefit Plans, neither the Company nor any of its Subsidiaries is not a party to or subject to: bound by: (i) any lease, rental, conditional sale or similar Contract providing for annual rentals of $10,000 or more; (iiA) any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract indebtedness for borrowed money or any financial guaranty in excess of $100,000; (B) any Contract that limits the deferred purchase price ability of property the Company or any of its Subsidiaries to compete in any business line or in any geographic area; (whether incurredC) any Contract that involves any exchange traded, assumedover-the-counter or other swap, guaranteed or secured by any asset) cap, floor, collar, futures contract, forward contract, option or any other Liabilityderivative financial instrument; (D) any Contract that involved expenditures or guaranteed receipts by the Company or any of its Subsidiaries of more than $2 million in the last fiscal year or is expected to involve expenditures or guaranteed receipts by the Company or any of its Subsidiaries of more than $2 million in the next fiscal year; (E) any Contract that involved, except Contracts relating to indebtedness since January 1, 2004, the acquisition or Liabilities incurred disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person (other than acquisitions or dispositions of assets in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; business, including acquisitions and dispositions of inventory); (iiiF) any Contract for that by its terms limits the purchase payment of materials, supplies, goods, services, equipment dividends or other assets providing for annual payments distributions by the Company or any of $10,000 or more; its Subsidiaries; (ivG) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, material joint venture or other similar partnership Contract; ; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ixH) any Contract or other document that limits purports to limit the freedom ability of the Company or any of its Subsidiaries to compete in own, operate, sell, transfer, pledge or otherwise dispose of any line material amount of business assets or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; business; and (xI) any Contract for the acquisition deemed to be a “material contract” (as such term is defined in Item 601(b)(10) of any Person or business thereof or the disposition of any material assets Regulation S-K of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreement; SEC (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company all contracts of the Proprietary Rights of any other Person; or type described in this Section 4.19(a) (xiii) any other Contract or commitment not made in the ordinary course of business that is material being referred to the Companyherein as “Company Material Contracts”). (b) Each Section 4.19(b) of the Company Disclosure Schedule sets forth a true and complete list of the Company Material Contracts. True, correct and complete copies have been made available to Parent of all Company Material Contracts to which the Company or any of its Subsidiaries is a party; provided, however, that the Company need not provide to Parent any Company Material Contracts or portions thereof that contain confidentiality provisions or are otherwise subject to restrictions on disclosure including, without limitation, restrictions relating to security clearance. (c) Neither the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any other party, is in material breach of or material default under the terms of any Contract and commitment required that would qualify as a Company Material Contract pursuant to Section 4.19(a)(A), (C), (D), (G) or (I) (each, a “Specified Contract”). Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any other party, is in material breach of or material default under the terms of any Company Material Contract that is not a Specified Contract. Except as would not, individually or in the aggregate, reasonably be expected to be disclosed material to the Company and its Subsidiaries, taken as a whole, each Specified Contract, and, except as would not reasonably be expected to have a Company Material Adverse Effect, each Company Material Contract that is not a Specified Contract or a Contract of the type referred to in Schedule 3.12 Section 4.19(a)(B) or (H), is a valid and binding agreement 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, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws 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 general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge discretion of the Company, court before which any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to proceeding therefor may be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultbrought.

Material Contracts. (a) Except for Contracts or commitments disclosed Set forth in Schedule 3.12, Section 3.09(a) of the Company Disclosure Letter is not a party to or subject to: list, as of the date hereof, of (i) any leaseeach Contract that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC if such report was filed by the Company with the SEC on the date hereof, rental, conditional sale or similar Contract providing for annual rentals of $10,000 or more; and (ii) each of the following to which the Company or any of its Subsidiaries is a party or any of them or their respective assets or properties are otherwise bound: a Contract relating (A) that materially limits or purports to indebtednessmaterially limit, curtail or restrict either the type of business in which the Company or any of its Subsidiaries (or, after giving effect to the Merger and the Subsequent Mergers, Purchaser or any of its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business or to hire or solicit for hire for employment any individual or group, (B) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, capital note, mortgage or other agreement providing for or guaranteeing indebtedness in excess of $5,000,000 or that becomes due and payable upon, or provides a right of termination or acceleration as a result of, the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated hereby; (C) that, individually or together with related Contracts, provides for any acquisition, disposition, lease, credit license, use, distribution or financing or other Contract for borrowed money or outsourcing, after the deferred purchase price date of property (whether incurredthis Agreement, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase of materials, supplies, goodsassets, services, equipment rights or other assets providing for properties with a value or requiring annual payments by the Company fees in excess of $10,000 or more; (iv) any sales5,000,000, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, each case other than in the ordinary course of business consistent with past practicespractice, in each case involving or that is otherwise material to the business of the Company or any of its Subsidiaries; (D) that is a collective bargaining agreement; (E) that involves or could reasonably be expected to involve aggregate payments by or to the Company and/or its Subsidiaries in excess of $10,000 or as contemplated by this Agreement; (xi) 1,000,000 in any twelve-month period, except for any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights that may be cancelled without penalty or the use termination payments by the Company and/or its Subsidiaries upon notice of the Proprietary Rights of 60 days or less other than any other Person; or (xiii) any other such Contract or commitment not made entered into in the ordinary course of business consistent with past practice; (F) that (1) includes an indemnification obligation of the Company or any of its Subsidiaries with a maximum potential liability in excess of $1,000,000, other than indemnification arrangements arising pursuant to Contracts that are entered into in the ordinary course of business consistent with past practice, or (2) provides for, to the Company’s Knowledge, indemnification to the other party for such other party’s own negligence, gross negligence or willful misconduct; (G) that involves Intellectual Property that is material to the Company and its Subsidiaries, taken as a whole, and pursuant to which the Company and/or its Subsidiaries licenses Company Intellectual Property (1) to its customers on an exclusive basis or (2) to any other person not in the ordinary course of business consistent with past practice; (H) any Contract that provides for any standstill, most favored nation provision or equivalent preferential pricing terms, exclusivity or similar obligations to which the Company or any of its Subsidiaries is subject or a beneficiary thereof, which is material to the Company or any of its Subsidiaries, taken as a whole (or, following the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated hereby, would be material to Purchaser or any of its Subsidiaries); (I) any Contract for any joint venture, partnership or similar arrangement; or (J) any other Contract that would, or would reasonably be expected to, individually, prevent, materially delay or materially impede the Company’s ability to consummate the transactions contemplated by this Agreement. Each such contract described in clause (i) and clauses (ii)(A) through (ii)(J) and together with all Contracts filed as exhibits to the Company SEC Documents (in each case, other than any Company Plan), is referred to herein as a “Material Contract.” (bi) Each Material Contract is, and commitment required to be disclosed in Schedule 3.12 is immediately after the consummation of the transactions contemplated by this Agreement will be, a valid and binding agreement obligation of the Company and its Subsidiaries (to the extent they are parties thereto or bound thereby) enforceable against them and, to the Company’s Knowledge, each other party thereto, in accordance with its terms and is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable each case in all material respects (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws Laws of general applicability relating to or affecting creditors’ rights generally rights, and by general equitable principles), and each of the Company and each of its Subsidiaries (to the general principles extent they are party thereto or bound thereby) and, to the Company’s Knowledge, each other party thereto has performed in all material respects all obligations required to be performed by it under each Material Contract, and (ii) each of equity. Except as disclosed on Schedule 3.12, neither the Company norand each of its Subsidiaries has performed in all material respects all obligations required to be performed by it under each Material Contract and it is not (with or without notice, lapse of time or both) in breach or default of any of its material obligations thereunder and, to the Knowledge of the Company, any no other party thereto to any Material Contract is (with or without notice or lapse of time, or both) in breach of or default in thereunder, and neither the Company nor any material respect under of its Subsidiaries has received written notice from the terms other party to any Material Contract of any intention to cancel, terminate, change the scope of rights and obligations under or not to renew such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultContract.

Material Contracts. (a) Except for Contracts or commitments disclosed as set forth in Schedule 3.12, Section 3.15(a) of the Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is not a party to to, or subject to:bound by, any of the following (each, a “Company Material Contract”): (i) any lease, rental, conditional sale or similar Contract providing for annual rentals that is a “material contract” (as such term is defined in Item 601(b)(10) of $10,000 or moreRegulation S-K of the Exchange Act); (ii) any Contract relating to indebtedness, guarantee, capital lease, credit Indebtedness for money borrowed or financing a financial guaranty (other than between or other Contract for borrowed money or among the deferred purchase price Company and its Subsidiaries) in excess of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,0005,000,000; (iii) any Contract for the purchase of materialsjoint venture, supplies, goods, services, equipment partnership or limited liability company agreements or other assets providing for annual payments by similar agreements or arrangements relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such agreements or arrangements solely between or among the Company of $10,000 or moreand/or its wholly-owned Subsidiaries; (iv) any sales, distribution collective bargaining agreement or other similar material Contract providing for the sale by the Company of materials, supplies, goods, services, equipment to or with any labor union or other assets providing for annual payments to the Company employee representative of $10,000 or morea group of employees; (v) any agencyContract required to be disclosed pursuant to Item 404 of Regulation S-K of the Exchange Act, dealer, sales representative other than any such Contract solely between or other similar Contractamong the Company and/or its wholly owned Subsidiaries; (vi) any employment Contract that (A) limits or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of restricts the Company to compete or any of its Subsidiaries (or would, from and after the Effective Time, limit or restrict Parent or any of its Affiliates) from competing in any line of business or with any Person or competing or operating in any market or geographic area area, (B) contains exclusivity provision obligations binding on the Company or which would so limit (C) grants any “most favored nation” or similar right in favor of any third party, and, in the freedom case of each of clauses (A) through (C), that is material to the Company and its Subsidiaries, taken as a whole; (vii) any Contract that is an acquisition agreement or divestiture agreement pursuant to which, (A) the Company reasonably expects that it will be required to pay total consideration (including assumption of debt) after the date of this Agreement in excess of $5,000,000, or (B) any other Person will have the right to acquire any assets of the Company or any of its Subsidiaries after the Closing Datedate of this Agreement (other than in the ordinary course of business) with a fair market value or purchase price in excess of $5,000,000; (viii) any Contract pursuant to which the Company or any of its Subsidiaries has continuing “earn-out” or similar obligations that could result in payments in excess of $5,000,000 in the aggregate; (ix) any Contract material to the Company pursuant to which (A) a third party grants the Company or any of its Subsidiaries a right to use any Intellectual Property material to the operation of the businesses conducted by the Company and its Subsidiaries or (B) the Company or any of its Subsidiaries grants to a third party the right to use any Owned Intellectual Property, but excluding, in either case, (x) any Contracts with customers entered into in the ordinary course of business, (y) employee nondisclosure agreements and employee Intellectual Property assignment agreements and (z) Contracts with respect to licenses for the use of “off the shelf” software that is readily commercially available on a “click wrap” or other similar basis for an annual fee of less than $500,000; (x) any Contract for the acquisition entered into since April 29, 2018 involving any resolution or settlement of any Person actual or business thereof threatened Action involving the Company or the disposition any of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case its Subsidiaries involving payments (A) a payment in excess of $10,000 5,000,000 or as contemplated by this Agreement(B) any material ongoing requirements or restrictions on the Company or any of its Subsidiaries; (xi) any material Contract requiring capital expenditures after between the date hereof in an amount in excess Company or any of $10,000 in any calendar yearits Subsidiaries and a Governmental Authority; (xii) any Contract relating to that restricts the Company’s Proprietary Rights payment of dividends or the use by distributions in respect of any capital stock or other equity interests of the Company or any of the Proprietary Rights of any other Personits Subsidiaries; or (xiii) any other Contract or commitment not made in the ordinary course termination of business that is which would reasonably be expected to be material to the CompanyCompany and its Subsidiaries taken as a whole. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement As of the Companydate of this Agreement, is in full force the Company has made available to Parent true, correct and effectcomplete copies of all Company Material Contracts. (c) Except as set forth or described on Section 3.15(c) of the Company Disclosure Letter, and is enforceable against (i) neither the CompanyCompany nor any of its Subsidiaries nor, and to the Knowledge of the Company, any other party to a Company Material Contract, is in material breach or violation of, or in material default under, any Company Material Contract, and no event has occurred that would result in a material breach or violation of, or a material default under, any Company Material Contract or cause or permit the termination, cancellation or acceleration of any material right or obligation under, any provision of any Company Material Contract (in each case, with or without notice, the lapse of time or both) by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other parties theretoparty thereto and (ii) each Company Material Contract is valid and binding on each of the Company and its Subsidiaries, as applicable, and, to the Knowledge of the Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or other similar laws relating to hereafter affecting creditors’ rights generally and subject, as to the enforceability, to general principles of equity. Except as disclosed on Schedule 3.12equity (regardless of whether enforcement is sought in a proceeding at equity or law), neither and is in full force and effect with respect to each of the Company norand its Subsidiaries, as applicable and, to the Knowledge of the Company, each other party thereto, in the case of each of the foregoing, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has received written notice from any other party thereto is in breach of to a Company Material Contract that such other party intends to terminate, not renew, or default renegotiate in any material respect under respects the terms of any such Company Material Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed (except in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, accordance with the lapse of time or giving of notice or both, would constitute such a breach or defaultterms thereof).

Material Contracts. Schedule 5.13 lists the following written contracts and other written agreements to which the Company is a party (collectively, the “Material Contracts”): (a) Except for Contracts or commitments disclosed in Schedule 3.12, any agreement with the ten largest suppliers and the ten largest customers of the Company is not (by dollar amount), each on a party consolidated basis for the fiscal year ended December 31, 2010 and setting forth the approximate dollar amount and the approximate percentage of consolidated gross purchases or consolidated gross sales, as applicable, attributable to such supplier or subject to: (i) any leasecustomer, rental, conditional sale or similar Contract providing for annual rentals of $10,000 or moreas applicable; (iib) any Contract relating agreement (or group of related agreements) for the lease of personal property to indebtedness, guarantee, capital lease, credit or financing or other Contract from any Person providing for borrowed money or the deferred purchase price lease payments in excess of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course of business consistent with past practices in an amount not exceeding $10,000100,000 per annum; (iiic) except for any Contract agreement entered into in the Ordinary Course of Business, any agreement (or group of related agreements) for the purchase or sale of materials, supplies, goods, services, equipment products or other assets providing personal property, or for annual the furnishing or receipt of services; (d) any agreement, commitment, or outstanding purchase order relating to capital expenditures that involves total remaining payments by the Company of more than $10,000 100,000. (e) any agreement concerning a partnership or morejoint venture; (ivf) any sales, distribution or other similar Contract providing for the sale agreement containing a covenant not to compete granted by the Company in favor of materialsa third party that impairs the business as currently conducted, supplies, goods, services, equipment or other assets providing for annual payments which expressly restricts the ability of the Company to conduct business of any type or in any location; (g) any agreement (i) relating to the licensing by or to the Company of $10,000 or more; Business Intellectual Property Rights (vother than licenses of commercially available, off-the-shelf software) any agency, dealer, sales representative or other similar Contract; and (viii) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder that is material to the business of the Company; (viih) any partnershipagreement (or group of related agreements) under which the Company has incurred, joint venture assumed or guaranteed any Indebtedness (other similar Contractthan Intercompany Obligations) or any agreement evidencing or under which the Company has imposed a Lien (other than a Permitted Lien) on any of its assets, tangible or intangible (other than any such agreement that will be terminated at or prior to the Closing); (viiii) any license, franchise agreement with any Affiliate of the Company (other than any such agreement that will be terminated at or Contract in respect of similar rights granted prior to or held by the CompanyClosing); (ixj) any Contract agreement, plan or arrangement by which the Company is bound with regard to employment, consulting services, compensation, bonus, incentive, equity purchase or other document equity-based compensation or right, severance pay, retention bonuses, or success fees, other than (i) any Employee Benefit Plan set forth on Schedule 5.13, (ii) any agreements that limits the freedom of either (A) require future payments by the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom less than $100,000, (B) have a remaining term of less than one year and can be terminated by the Company after the Closing Dateupon notice of 60 days or less without material cost or penalty, or (iii) any oral “at will” employment arrangements; (xk) any Contract for agreement under which the acquisition Company has advanced or loaned any amount to any employee (other than advances in the Ordinary Course of Business); (l) any Person settlement, conciliation or business thereof similar agreement entered by any Governmental Authority whereby the Company is under an obligation to perform activities, refrain from activities and/or pay money; and (m) any other agreement, contract, lease, license, instrument or the disposition of any material assets of commitment binding upon the Company, other than in the ordinary course of business consistent with past practices, in each case involving not included in clauses (a) through (l) above, which has future required payments to or by the Company in excess of $10,000 or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use 100,000 per annum and is not terminable by the Company upon notice of the Proprietary Rights sixty days or less without substantial cost or penalty. The Company has made available to Buyer an accurate and complete, in all material respects, copy of any other Person; or each Material Contract. With respect to each Material Contract: (xiiii) any other such Material Contract or commitment not made in the ordinary course of business that is material to the Company. (b) Each Contract legal, valid, binding and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, is in full force and effect, and is enforceable against the Company, and and, to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ Law affecting the rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither creditors generally; (ii) the Company noris not (with or without the lapse of time or the giving of notice, or both) in breach or default and, to the Knowledge of the Company, any no other party thereto to such Material Contract is in breach of or default in any material respect under thereunder, and no event has occurred or circumstance exists that would constitute a breach or default by the terms of Company or, to the Company’s Knowledge, by any such Contract or commitment. The other party; (iii) the Company has not received any notice of any breach or violation of, or default under, any Contract or commitment performed all material obligations previously required to be disclosed performed by it under such Material Contract; (iv) to the Company’s Knowledge, no event has occurred or circumstance exists that would permit termination, cancellation, acceleration, suspension or adverse modification of any obligation or loss of any benefit under, result in Schedule 3.12 that could reasonably be expected to resultany payment becoming due under, individually or result in the aggregate, in a imposition of any Lien on any of the Company’s securities or any of the properties or assets of the Company under any such Material Adverse Effect, Contract (other than Permitted Liens) nor has the Company given or received written notice alleging the same; and there (v) the other party to the Material Contract has not occurred repudiated in writing any event that, with the lapse portion of time or giving of notice or both, would constitute such a breach or defaultMaterial Contract.

Material Contracts. (a) Except for Contracts or commitments disclosed in Section 3.10(a) of the Seller Disclosure Schedule 3.12contains a true, correct and complete list of each material Contract (each such contract, including all amendments, modifications and supplements thereto, a “Material Contract” and collectively, the “Material Contracts”) to which the Company is not a party that is (provided, however, that other than with respect to or subject to:Section 3.10(a)(xiv), no Employee Benefit Plan shall be treated as a Material Contract): (i) any leasea Contract involving a commitment or payment or incurrence of liabilities by the Company in excess of an aggregate of One Hundred Thousand Dollars ($100,000) in the twelve (12) months ending September 30, rental, conditional sale or similar Contract providing for annual rentals of $10,000 or more2025; (ii) any a Contract relating to indebtednessmortgaging, guaranteepledging or otherwise placing any Encumbrance (other than a Permitted Encumbrance) on the Company’s assets, capital lease, credit or financing or other Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course guaranty of business consistent with past practices in an amount not exceeding $10,000obligation of a third party; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or morea Lease; (iv) any sales, distribution or other similar a Contract providing for the sale by under which the Company is lessee of, or holds or operates any personal property owned by any other party calling for payments in excess of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of Fifty Thousand Dollars ($10,000 or more50,000) annually; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any a Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held for capital equipment that provides for payments by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of Fifty Thousand Dollars ($10,000 or as contemplated by this Agreement; (xi50,000) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xiivi) any a Contract evidencing Indebtedness of the type described in clauses (a) through (g) of the definition of Indebtedness; (vii) a Contract relating to the ownership of or investment in any business or enterprise (including investments in joint ventures, partnership arrangements and minority equity investments); (viii) a Contract relating to the sale or issuance of any Equity Interest of the Company’s Proprietary Rights , other than this Agreement; (ix) a Contract (A) containing any covenant limiting in any material respect the right of the Company or any of its officers or key employees to freely engage in any line of business (whether through an exclusivity agreement or otherwise), to compete with any Person in any line of business or to compete with any Person or the use manner or locations in which any of them may engage, or (B) prohibiting or limiting in any material respect the right of the Company to make, sell or distribute any products or services; (x) a Contract pursuant to which the Company has agreed to provide “most favored nation” pricing or any arrangement whereby the Company has agreed with any Person that such Person will receive the most favorable terms and conditions that are provided by the Company of the Proprietary Rights of to any other Person; (xi) a Contract or group of Contracts requiring the purchase of all or substantially all of the Company’s requirements of a particular product from a vendor; (xii) a Contract with any Government Entity; (xiii) a Contract pursuant to which the Company has continuing indemnification, “earn-out” or other contingent payment obligations; (xiv) any written (i) employment agreement written consulting agreement or written services agreement with an independent contractor who is a natural person, in each case of this clause (i), whose annual base compensation is more than Seventy-Five Thousand Dollars ($75,000), (ii) collective bargaining agreement; (iii) contract relating to the engagement services of any Leased Worker; (iv) contract with any staffing companies, temporary employment agencies or professional employer organizations; or (v) change of control, severance, retention, or similar agreements or arrangements with any employee, manager, officer, or other service provider or any agreement or arrangement that provides for the acceleration of, or increase in, any payment, compensation, or benefits in connection with the consummation of the transactions contemplated hereby; (xv) a power of attorney, except for those executed in connection with the preparation and filing of Tax returns and related filings and matters; (xvi) an acquisition agreement, whether by merger, equity interest or asset sale or otherwise; (xvii) a Contract for the purchase or sale of real property; (xviii) a Contract with any Material Customer and Material Supplier; (xix) Contracts relating to a loan to any officer, manager, director, employee, consultant, independent contractor, or Leased Worker; (xx) a Contract granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets of the Company; (xxi) an Affiliate Agreement; (xxii) a Contract which constitutes a guaranty of any obligation of any Person (other than the Company); (xxiii) a Contract involving a sharing of profits, losses, costs or Liabilities by the Company with any other Person; (xxiv) (A) a Contract relating to the settlement of any pending or threatened Action or (B) Contract entered into in the past four (4) years relating to the cancellation, compromise, waiver or release of any material right or claim; or (xiiixxv) any other Contract or commitment not made in the ordinary course of business that is material to the CompanyIP Agreements. (b) Each Contract and commitment required to be disclosed Except as set forth in Schedule 3.12 is a valid and binding agreement Section 3.10(b)(i) of the CompanySeller Disclosure Schedule, each Material Contract is in full force and effect, constitutes the, legal, valid, and binding obligations of the respective parties thereto, and is enforceable against the CompanyCompany and, and to the Knowledge of the CompanySeller Group, the other parties thereto, in accordance with its respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12set forth in Section 3.10(b)(ii) of the Seller Disclosure Schedule, neither (i) the Company noris not in breach or default in any material respect, or in receipt of any written notice of any breach or default in any material respect, of any Material Contract, (ii) there exists no breach or default, or any event or condition, including the execution and delivery of this Agreement and the Ancillary Agreements, or the consummation of any transaction contemplated hereby or thereby, which upon the giving of notice or the passage of time, or both, would give rise to a claim of a default or breach by the Company, (iii) the Company and, to the Knowledge of the CompanySeller Group, any each counterparty have performed all obligations under each Material Contract required to be performed and, to the Knowledge of the Seller Group, no facts exist which would render such performance unlikely, and (iv) to the Knowledge of the Seller Group, no other party thereto to any Material Contract is in breach of or default in any material respect under of such Material Contract. There is no pending or, to the terms Knowledge of the Seller Group, threatened bankruptcy, insolvency or similar proceedings with respect to any party to such Material Contracts. Neither the Seller nor any member of the Seller Group is participating in any discussions or negotiations regarding modification of or amendment to any Material Contract or commitment. The Company has not received entry in any notice new Contract which, if entered into as of any breach or violation ofthe date hereof, or default under, any Contract or commitment required to would be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultContract.

Material Contracts. (a) Except for Contracts Section 2.21(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all written or oral contracts, agreements, notes, bonds, indentures, mortgages, guarantees, options, leases, licenses, sales and purchase orders, warranties, commitments disclosed in Schedule 3.12and other instruments of any kind (each a "Contract"), to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary, is otherwise bound, as follows (each a "Material Contract" and, collectively, the Company is not a party to or subject to:"Material Contracts"): (i) any lease, rental, conditional sale or similar Contract providing for annual rentals each "material contract" (as such term is defined in Item 601(b)(10) of $10,000 or moreRegulation S-K of the SEC) with respect to the Company and its Subsidiaries; (ii) each Contract or related series of Contracts of the Company or any Subsidiary other than with a customer pursuant to which the Company or any Subsidiary received (or was entitled to receive) or paid (or was purportedly obligated to pay) One Hundred Thousand Dollars ($100,000) or more in the nine (9) month period ended September 28, 2003 (provided such Contract relating remains in effect as of the date hereof); (iii) each customer contract or series of related contracts in effect on the date of this Agreement under which the Company or any Subsidiary received in the nine (9) month period ended September 28, 2003 or is entitled to indebtednessreceive thereafter (1) Five Hundred Thousand Dollars ($500,000) or more for products or services and (2) a fixed amount to be paid in exchange for the provision of services; (iv) each Contract or series of related contracts that requires payment by or to the Company after September 28, guarantee2003 of One Hundred Thousand Dollars ($100,000) or more (provided such Contract is not by its terms cancelable by the Company or any Subsidiary on 60 days or less notice); (v) each Contract containing noncompetition restrictions, capital leaseincluding any covenant limiting the right of the Company or its Subsidiaries to engage in any line of business or compete with any person in any line of business, credit including any geographic limitations; (vi) each Contract that either individually or financing in the aggregate is material to any line of business of the Company or any Subsidiary that requires any consent or other action by any person for, or will be subject to default, termination, material repricing or other renegotiation, or cancellation because of, the transactions contemplated hereby; (vii) other than Shrinkwrap Software, each Contract that either individually or in the aggregate, if terminated or expired, would materially impair or prevent Company's ability to (A) develop, use, sell, distribute or manufacture any products or services provided to customers in the nine (9) months ending September 28, 2003 or in any future 12 month period; or (B) enter a line of business currently contemplated by Company or any Subsidiary; (viii) each Contract or series of related Contracts of the Company or any Subsidiary relating to, and evidences of, indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the ordinary course excess of business consistent with past practices in an amount not exceeding One Hundred Thousand Dollars ($10,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company100,000); (ix) each Contract relating to any Contract legal entity in the nature of a partnership, limited liability company, or other document that limits joint venture, in which the freedom Company owns more than 25% of the Company to compete in any line of business voting rights, or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Datea material strategic alliance; (x) each Contract that requires the Company or any Contract for the acquisition of Subsidiary to grant "most favored customer" pricing to any Person or business thereof or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreementperson; (xi) any each Contract requiring capital expenditures after which could prohibit the date hereof in an amount in excess consummation of $10,000 in any calendar year;the transactions contemplated by this Agreement; and (xii) each Contract with any present director or executive officer of the Company or any of its Subsidiaries or any stockholder who owns or controls two percent (2%) or more of the Shares (other than Employee Agreements). (i) Each Material Contract relating is a legal, valid and binding obligation of the Company or a Subsidiary and, to the Company’s Proprietary Rights or the use by 's knowledge, each other person who is a party thereto, enforceable against the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material such Subsidiary and to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company's knowledge, is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the each such other parties thereto, person in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, ; (ii) neither the Company or any Subsidiary nor, to the Knowledge of the Company's knowledge, any other party thereto is in breach of or material default in any material respect under Material Contract; and (iii) neither the terms of Company nor any such Subsidiary is a party to any Material Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with to the lapse of time Company's knowledge, the Company or giving of notice or both, would constitute such a breach or defaultSubsidiary does not have the present ability to fully perform.

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12this Agreement, as of the date hereof, none of the Company or its Subsidiaries is not a party to or subject tobound by any Contract: (i) any lease, rental, conditional sale or similar Contract providing for annual rentals that is a “material contract” (as such term is defined in Item 601(b)(10) of $10,000 or moreRegulation S-K of the SEC); (ii) that materially limits, curtails or restricts or purports to materially limit, curtail or restrict either (x) the type of business in which the Company or any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract for borrowed money of its Subsidiaries may engage or the deferred purchase price locations in which any of property them may so engage in any business or (whether incurred, assumed, guaranteed or secured by any assety) the ability of the Company or any other Liabilityof its Subsidiaries to hire or solicit for hire for employment any individual or group as would be material to the Company and its Subsidiaries, taken as a whole, in each case pursuant to this clause (ii) except for Government Contracts relating to indebtedness or Liabilities incurred and teaming agreements entered into in the ordinary course of business consistent with past practices in an amount not exceeding $10,000practice; (iii) for any joint venture, partnership or similar arrangement, or any Contract for the purchase involving a sharing of materialsrevenues, suppliesprofits, goodslosses, servicescosts, equipment or other assets providing for annual payments liabilities by the Company or any of its Subsidiaries with any other Person, in each case pursuant to which the Company and its Subsidiaries would reasonably be expected to be obligated to contribute assets with a fair market value in excess of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or more; (v) any agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (vii) any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete 2,000,000 in any line of business or with twelve month period, in each case excluding any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, other than teaming agreement entered into in the ordinary course of business consistent with past practicespractice; (iv) that is an indenture, in each case involving payments credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for or guaranteeing indebtedness of any Person in excess of $10,000 2,000,000 or that becomes due and payable upon, or provides a right of termination or acceleration as contemplated by this Agreementa result of, the consummation of the Merger and the other Transactions, other than Contracts between or among the Company and any of its wholly owned Subsidiaries or between or among any such wholly owned Subsidiaries; (xiv) that is a collective bargaining agreement; (vi) that is (x) (1) a long-term supply Contract that is not specific to the fulfillment of a customer Contract, (2) any Contract requiring capital expenditures after in respect of the date hereof needs of an individual division of the Company that is not specific to the fulfillment of customer Contracts, or (3) a Contract in an amount respect of the needs of the Company’s headquarters operations that is not specific to the fulfillment of a customer Contract that, in each case, involves or would reasonably be expected to involve aggregate payments by the Company and/or its Subsidiaries in excess of $10,000 5,000,000 in any calendar yeartwelve-month period, or (y) a Contract that is otherwise material to the business of the Company or any of its Subsidiaries, in the case of each of (x) and (y), other than (A) any Contract that may be cancelled without penalty or termination payments by the Company and/or its Subsidiaries upon notice of sixty (60) days or less, (B) any Government Contract or other customer Contract, (C) Contracts that support one or more Government Contract or other individual Contract with customers for which the Company is substantially fully reimbursed for such Contract pursuant to such Government Contract or Contract with such customer (such Contracts, “Direct Charge Contracts”), (D) any lease, sublease, rental or occupancy agreement, license, or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real property, (E) Contracts relating to Benefit Plans, (F) Contracts relating to insurance policies or (G) Contracts with distributors or sales agents that are commission-based; (xiivii) that, to the knowledge of the Company, includes an indemnification obligation of the Company or any of its Subsidiaries (including any obligations to advance funds for expenses), other than Contracts containing indemnification obligations which would not reasonably be expected to obligate the Company to pay in excess of $5,000,000; (viii) is an acquisition agreement, asset purchase agreement, sale agreement, purchase agreement, stock purchase agreement, put agreement, call agreement or other similar agreement pursuant to which (A) the Company or any of its Subsidiaries would reasonably be expected to be obligated to pay total consideration including assumption of debt after the date of this Agreement in excess of $10,000,000, (B) any Contract relating third party has the right to the Company’s Proprietary Rights or the use by acquire any assets of the Company or any of the Proprietary Rights its Subsidiaries with a fair market value or purchase price of any other Person; or more than $10,000,000, or (xiiiC) any third party has the right to acquire any interests in the Company or any of its Subsidiaries, other Contract than, in the case of clauses (A) and (B), acquisitions or commitment not made dispositions of inventory in the ordinary course of business consistent with past practice; (ix) between the Company and its Subsidiaries, on the one hand, and the Company’s Affiliates (other than Subsidiaries of the Company) or other Persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K of the SEC; (x) that would, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impair the Company’s ability to consummate the Transactions; (xi) that is material to the Company and its Subsidiaries, taken as a whole, and was not negotiated and entered into on an arm’s-length basis, other than agreements between the Company and its wholly-owned Subsidiaries or between wholly-owned Subsidiaries of the Company; (xii) that contains any standstill provision to which the Company or any of its Subsidiaries is subject or a beneficiary thereof; (xiii) that contains any most favored nation provision or similar preferential pricing terms, exclusivity or similar obligations to which the Company or any of its Subsidiaries is subject, which is material to the Company and its Subsidiaries, taken as a whole, other than Government Contracts, teaming agreements and the Company’s GSA Schedules; or (xiv) that limits or restricts the ability of the Company or any of its Subsidiaries (A) to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as applicable, (B) to make loans to the Company or any of its Subsidiaries or (C) to grant Liens on the property of the Company or any of its Subsidiaries. Each such contract described in Section 5.13(a) above, together with all Contracts filed as exhibits to the Company Reports is referred to herein as a “Material Contract.” (b) Each Section 5.13(a) of the Company Disclosure Letter sets forth a reasonably detailed description of each reason why each Contract and commitment required to be listed therein is disclosed in Schedule 3.12 response to the applicable subsection of Section 5.13(a) of the Company Disclosure Letter. Each of the Material Contracts is a valid binding on the Company or its Subsidiaries, as the case may be, subject to the Bankruptcy and binding agreement Equity Exception, and, to the knowledge of the Company, each other party thereto, in accordance with its terms and is in full force and effect, and is enforceable against each of the Company, Company and each of its Subsidiaries (to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium extent they are party thereto or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company norbound thereby) and, to the Knowledge of the Company’s knowledge, any each other party thereto has performed in all material respects all obligations required to be performed by it under each Material Contract. Each of the Company and each of its Subsidiaries is not (with or without notice, lapse of time or both) in breach of or default in any material respect under thereunder and, to the terms knowledge of the Company, no other party to any such Material Contract is (with or commitment. The Company has not received any notice of any breach or violation ofwithout notice, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a ) in breach or defaultdefault in any material respect thereunder, and neither the Company nor any of its Subsidiaries has received notice from the other party to any Material Contract of any intention to cancel, terminate, materially change the scope of rights and obligations under or not to renew such Material Contract.

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12As of the date of this Agreement, the Company is and its Subsidiaries are not a party to or subject to:bound by any Contract (excluding the Benefit Plans listed on Section 5.9(a) of the Company Disclosure Schedule): (i) any lease, rental, conditional sale or similar Contract providing for annual rentals that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of $10,000 or moreRegulation S-K of the SEC; (ii) that is or creates a Partnership with any Contract relating other Person that is material to indebtednessthe Company and its Subsidiaries, guaranteetaken as a whole, capital leaseor that relates to the formation, operation, management or control of any such Partnership; (iii) that (A) is an indenture, credit or financing agreement, loan agreement, security agreement, guarantee of, note, mortgage or other Contract agreement providing for borrowed money indebtedness (including obligations under any capitalized leases) in excess of $500,000 (other than agreements between the Company and any wholly owned Subsidiary or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any assetbetween wholly owned Subsidiaries) or pursuant to which the Company or any of its Subsidiaries guarantees any such indebtedness of any other LiabilityPerson (other than the Company or another wholly owned Subsidiary), except Contracts relating (B) materially restricts the Company’s ability to incur indebtedness or Liabilities incurred guarantee the indebtedness of others, (C) grants a Lien (other than a Permitted Lien) or restricts the granting of Liens on any property or asset of the Company or its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, or (D) is an interest rate derivative, currency derivative or other hedging contract other than foreign currency cash flow ▇▇▇▇▇▇ entered into in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract and classified as cash flow ▇▇▇▇▇▇ for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or moreaccounting purposes; (iv) any sales, distribution or that is a Contract (other similar Contract providing than this Agreement) for the acquisition of any corporation, partnership or limited liability company or business, or sale by of any of its Subsidiaries or businesses, in each case, after the Company date hereof, in each case with a fair market value or purchase price (including assumption of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company debt) in excess of $10,000 500,000 (other than (x) in the ordinary course of business or more(y) intercompany agreements); (v) that is a Contract providing for the outsourcing, contract manufacturing, testing, assembly or fabrication, as applicable, of any agencyproducts, dealertechnology or services of the Company or any of its Subsidiaries under which the Company and its Subsidiaries have made or received payments in excess of $750,000 in the fiscal year ended March 29, sales representative 2015, or other similar ContractApril 3, 2016, or that would otherwise reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (vi) that is a dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar Contract under which any employment third party is authorized to sell, sublicense, lease, distribute, market or consulting Contract, and any Contract take orders for the Company Products (A) with any officer, director, employee or 10% stockholder a third party that was one of the Company’s top twenty (20) customers by revenue in the fiscal year ended March 29, 2015, or April 3, 2016 or (B) under which the Company and its Subsidiaries made or received payments in excess of $750,000 in the fiscal year ended March 29, 2015, or April 3, 2016; (vii) with respect to the acquisition or disposition of any corporation, partnership, joint venture limited liability company or business (whether by merger, amalgamation, consolidation or other business combination, sale of assets, sale of capital stock, tender offer, exchange offer, or similar Contracttransaction) pursuant to which the Company or any of its Subsidiaries has (A) material continuing indemnification obligations (and was entered into after March 1, 2005), or (B) any “earn-out” or similar contingent payment obligations in excess of $500,000 (other than any Contract that provides solely for the acquisition of inventory, raw materials or equipment in the ordinary course); (viii) that contains a right of first refusal, first offer, or first negotiation, or a call or put right, with respect to any licenseasset that would reasonably be expected to be material to the Company and its Subsidiaries, franchise agreement or Contract in respect of similar rights granted to or held by the Companytaken as a whole; (ix) that prohibits or restricts the payment of dividends or distributions in respect of the Company’s shares or capital stock; (x) that is a purchase or sale agreement with any Contract Significant Customer or Significant Supplier under which the Company and its Subsidiaries have made or received payments in excess of $500,000 in the fiscal year ended March 29, 2015, or April 3, 2016; (xi) under which (A) any person (other document that limits than the freedom Company or any of its Subsidiaries) is guaranteeing any liabilities or obligations of the Company or any of its Subsidiaries, or (B) the Company or any of its Subsidiaries has “take-or-pay” obligations; (xii) that is between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s or its Subsidiaries’ respective directors or officers or stockholders who own five percent (5%) or more of the Company Common Stock; (xiii) providing for the creation or imposition of any Lien, other than a Permitted Lien, with respect to compete any assets (including Intellectual Property or other intangible assets) that would reasonably be expected to be material to the conduct of the business of the Company and its Subsidiaries as currently conducted, taken as a whole; (xiv) that is a settlement, conciliation or similar agreement (x) with any Governmental Entity which (A) materially restricts or imposes material obligations upon the Company or its Subsidiaries, or (B) disrupts the business of the Company and its Subsidiaries as currently conducted in any material respect, or (y) which would require the Company or any of its Subsidiaries to make aggregate payments of more than $250,000 after the date of this Agreement; or (xv) with any Governmental Entity, or for the purpose of fulfilling a Contract or order from any Governmental Entity as the ultimate customer, that would reasonably be expected to be material to the conduct of the business of the Company and its Subsidiaries as currently conducted, taken as a whole. Each such Contract described in clauses (i)-(xiv) or Section 5.8(c), together with each Material Company License-In Agreement and Material Company License-Out Agreement, is referred to herein as a “Material Contract”. (b) Except as would not reasonably be expected to be material, individually or in the aggregate, to the Company and its Subsidiaries, taken as a whole, (i) each Material Contract is enforceable against the Company in accordance with its terms and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, (ii) the Company or its Subsidiaries, on the one hand, and, to the Knowledge of the Company, each other party to each Material Contract, on the other hand, have performed all obligations required to be performed by it under such Material Contract, and, to the Knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, (A) constitute such a violation or breach, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract, and (iv) as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice, or otherwise has Knowledge, (A) that any other party to any Material Contract intends to terminate or request material changes in any Material Contract, or (B) of any material dispute related to any Material Contract. (c) As of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any Contract that (i) contains any provisions materially restricting the right of the Company or any of its Subsidiaries (A) to engage in any line of business, compete or transact in any business or with any Person or in any geographic area area, or which would so limit the freedom of the Company after the Closing Date; (xB) any Contract for the acquisition of any Person or business thereof or the disposition of to acquire any material assets of the Company, product or other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 material asset or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of service from any other Person; or (xiiiii) grants exclusive rights to license, market, sell or deliver any other Contract Company Product; or commitment not made (iii) contains any “most favored nation” or similar provisions in the ordinary course of business that is material to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement favor of the Company, is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultparty.

Material Contracts. (a) Except for Contracts or commitments disclosed in Schedule 3.12this Agreement, the Company Employee Plans (including all Contracts thereunder), or as filed with the SEC, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is not a party to or subject tobound by: (i) (A) any lease, rental, conditional sale or similar Contract providing for annual rentals or governing the formation, creation, operation, management or control of a joint venture, strategic alliance, partnership or sharing of profits or revenue, in each case material to the Company and its Subsidiaries, taken as a whole; or (B) except Contracts or purchase orders for expenditures to the extent accounted for or reflected in the Company’s capital expenditure budget set forth in Section 4.13(a)(i) of the Company Disclosure Letter (the “Capex Budget”), any Contract or non-trade purchase order from service providers or suppliers obligating the Company or any of its Subsidiaries to make any capital investment or capital expenditure in excess of $10,000 1,000,000 over the remaining life of such Contract or moresuch purchase order; (ii) any Contract relating to indebtednessor non-trade purchase orders from service providers or suppliers that requires payments by the Company or and of its Subsidiaries, guarantee, capital lease, credit or financing or other Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) or any Contract that requires payments to the Company or and of its Subsidiaries, in each case, in excess of $2,500,000 during the fiscal year ended August 31, 2024 (in each case, other Liabilitythan (A) Contracts or purchase orders for expenditures to the extent accounted for or reflected in the Capex Budget, except or (B) Contracts relating to indebtedness or Liabilities incurred purchase orders for the acquisition or disposition of raw materials, natural gas, other inventory, supplies, equipment, services or products in the ordinary course of business consistent with past practices in an amount not exceeding $10,000business); (iii) any Contract pursuant to which (A) it grants to any other Person a license, covenant not to sue or similar right under any material Company IP, (B) any other Person grants to it a license, covenant not to sue or similar right under any material Intellectual Property used in the its business, or (C) it agrees to limit its use or enforcement of material Company IP in any material respect (including pursuant to any co-existence or similar agreement), but excluding, in each case of (A) through (C): any (1) non-exclusive licenses granted to it with respect to “off the shelf” Software or Software that is readily commercially available pursuant to a standard “shrink wrap” or other similar standardized license agreement that has a purchase price or annual license fee of less than $1,000,000; (2) non-exclusive licenses granted in the ordinary course of business to any customer for such customer’s end-use of Company Products, or non-exclusive licenses to or assignments from any employee, contractor, consultant, vendor or service provider, solely in connection with the provision or receipt of services by it or such parties; (3) open source Software licenses; and (4) non-exclusive licenses incidental to its sale or purchase of materials, supplies, goods, services, equipment any product or other assets providing for annual payments by the Company of $10,000 or moreservice; (iv) any salesContract governing the development or ownership of any Intellectual Property, distribution Software or Company Product developed by or jointly with any other similar Contract providing for Person at the sale by request or direction of such other Person which Intellectual Property, Software or Company Product is material to the business of the Company and its Subsidiaries, but excluding employment, consulting, services or invention assignment agreements entered into in the ordinary course of materialsbusiness with employees, suppliescontractors or consultants of the Company or its Subsidiaries, goodsin each case, services, equipment or other assets providing for annual payments assigning all rights therein to the Company of $10,000 or moreits Subsidiaries; (v) any agencyContract entered into at any time since January 1, dealer2022: (A) relating to the disposition or acquisition by it of any business, sales representative product line or other material assets outside the ordinary course of business (whether by merger, sale or purchase of assets, sale or purchase of stock or equity ownership interests or otherwise) (excluding, in any case, the acquisition or disposition of raw materials, natural gas, other inventory, supplies, equipment or products in the ordinary course of business or any utility Contract), including any put, call or similar Contractright pursuant to which it could be required to purchase or sell any such business, product line or other material assets; or (B) pursuant to which it will acquire any interest, or will make an investment, (other than short term investments, including money market funds, bank deposits, commercial paper and other money market instruments as disclosed in the Company Balance Sheet or the notes thereto, incurred in the ordinary course of business) in any other Person (other than the Company and its Subsidiaries); (vi) any employment Contract relating to the disposition or consulting Contractacquisition by it of any business, and any Contract product line or other material assets of it or another Entity (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, 2020 with continuing material indemnification obligations or (B) with any officer, director, employee material remaining “earn out” or 10% stockholder other contingent payment or consideration of it that has not been substantially satisfied prior to the Companydate of this Agreement; (vii) any partnershipContract that by its terms limits in any material respect the ability of the Company and its Subsidiaries and, joint venture following the Closing, Parent and its Subsidiaries in their respective capacities as Affiliates of the Company or its Subsidiaries: (A) to engage in any line of business or compete with, or provide any product or service to, any other Person or in any geographic area; or (B) to acquire any product or other similar Contractasset or any service from any Person, sell any product or other asset to any other Person, or transact business or deal in any other manner with any other Person; (viii) any licenseContract that by its terms: (A) grants exclusive rights to market, franchise agreement sell or Contract deliver any product and that is material to the Company and its Subsidiaries, taken as a whole; (B) contains any “most favored nation” or similar provision in favor of the counterparty for any product and that is material to the Company and its Subsidiaries, taken as a whole; (C) contains a right of first refusal, first offer or first negotiation or any similar right with respect to an asset of the Company and its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole; (D) obligates it to purchase a specified minimum amount of goods or services, in each case, in excess of $1,000,000 (other than Contracts for the acquisition or disposition of raw materials, natural gas, other inventory, supplies, equipment or products in the ordinary course of business); or (E) that is material to the Company and its Subsidiaries, taken as a whole and provides for a “sole source” or similar rights granted to relationship or held by contains any provision that requires the Companypurchase of all or a material portion of its requirements from any third party (other than utility Contracts); (ix) any Contract or other document that limits the freedom relating to Indebtedness of the Company and its Subsidiaries in excess of $1,000,000 over the remaining life of such Contract or creating a Lien (other than a Permitted Lien) on any of its assets or properties that is material to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after and its Subsidiaries, taken as a whole, other than such Contracts solely among the Closing DateCompany and its wholly-owned Subsidiaries; (x) any settlement or similar Contract for the acquisition arising out of any Person a Legal Proceeding or business thereof threatened Legal Proceeding: that (A) materially restricts or the disposition of imposes any material assets obligation on it and was entered into on or after January 1, 2020; (B) materially disrupts its business as currently conducted; or (C) would require it to pay consideration valued at more than $1,000,000 following the date of the Companythis Agreement and was entered into on or after January 1, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreement2020; (xi) any material Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in with any calendar yearGovernmental Entity; (xii) any Contract relating to between or among it or its Subsidiary, on the Company’s Proprietary Rights one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or the use by the Company any beneficial owner of five percent (5%) or more of the Proprietary Rights outstanding shares of any class of capital stock of it, or any Affiliate of the foregoing, on the other Person; orhand; (xiii) any Contract that is a Collective Bargaining Agreement; or (xiv) any other Contract (other than any other Material Contract), the termination of which would constitute a Company Material Adverse Effect. Each Contract of the type described in this Section 4.13(a) or commitment not filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, together with each lease listed on Section 4.10(b) of the Company Disclosure Letter, is referred to herein as a “Material Contract.” The Company has made in available to Parent a true, correct and complete copy of each Material Contract existing as of the ordinary course of business that is material to the Companydate hereof. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is Except (i) as does not constitute a valid and binding agreement of the Company, is in full force and effect, and is enforceable against the Company, and Company Material Adverse Effect or (ii) to the Knowledge of extent that any Material Contract expires or terminates after the Company, the other parties thereto, date hereof in accordance with its terms, each Material Contract is in full force and effect and is valid, binding and enforceable in accordance with its terms against the Company or its Subsidiary, as applicable, subject to applicable bankruptcythe Enforceability Exceptions and assuming the validity, insolvency, moratorium binding nature and enforceability against the counterparty or other similar laws relating to creditors’ rights generally and to the general principles of equitycounterparties thereto. Except as disclosed on Schedule 3.12, neither Neither the Company nornor any of its Subsidiaries has, and, to the Knowledge of the Company, no other Person has, violated or breached, or committed any default under, any Material Contract, and neither the Company nor any of its Subsidiaries would, and, to the Knowledge of the Company, no other party thereto is Person would, with or without notice or lapse of time, or both, be in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract such Material Contract, where such violation, breach or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in default constitutes a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written notice regarding any actual or, and there has not occurred any event thatto the Knowledge of the Company, with the lapse of time or giving of notice or both, would constitute such a threatened breach or defaultviolation of, or default under, any such Material Contract, or the intention to cancel any such Material Contract.

Material Contracts. (a) Except for Contracts or commitments disclosed in Section 3.12(a) of the Disclosure Schedule 3.12, lists each Contract of the following types to which the Company or any of its Subsidiaries is not a party to or subject toby which they are bound: (i) any lease, rental, conditional sale or similar Contract providing for annual rentals that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of $10,000 or moreRegulation S-K under the Securities Act; (ii) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement with another Person; (iii) any Contract relating to indebtedness, guarantee, capital lease, credit or financing or other Contract indebtedness incurred for borrowed money or the deferred purchase price of property by the Company or any of its Subsidiaries (in either case, whether incurred, assumed, guaranteed or secured by any asset) having an outstanding principal amount in excess of $500,000; (iv) any Contract involving the acquisition or any disposition, directly or indirectly (whether by merger, sale of stock, sale of assets or otherwise), of assets, capital stock, securities or other Liability, except Contracts relating to indebtedness equity interests or Liabilities incurred businesses for aggregate consideration (in one or a series of transactions) under such Contract of $1,000,000 or more (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practices in an amount not exceeding $10,000; (iii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or more; (iv) any sales, distribution or other similar Contract providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company of $10,000 or morepractice); (v) any agency, dealer, sales representative Contract that by its terms calls for either (A) aggregate payment or other similar Contractreceipt by the Company and its Subsidiaries under such Contract of more than $5,000,000 over the remaining term of such Contract or (B) annual payments to or from the Company and its Subsidiaries of more than $350,000; (vi) any employment Contract pursuant to which the Company or consulting Contractany of its Subsidiaries has continuing guarantee, and any Contract with any officer“earn-out” or other contingent payment obligations, director, employee or 10% stockholder in each case that would reasonably be expected to result in payments in excess of the Company$500,000; (vii) any partnershipContract (A) pursuant to which a third party grants the Company or any of its Subsidiaries a license under or to any Intellectual Property that is material to the business of the Company or any of its Subsidiaries, joint venture as currently conducted, but excluding in all events Contracts granting a license or right to use shrink-wrap, commercially available software with annual license, maintenance, support and other similar Contractfees of less than $500,000 in the aggregate and Contracts that include a license or right to use Intellectual Property that is merely incidental to the purchase, lease, provision or sale of goods or services, or (B) pursuant to which the Company or any of its Subsidiaries grants a third party a license under or to any Intellectual Property owned by the Company or its Subsidiaries to any third party, other than non-exclusive licenses that are granted pursuant to commercial relationships between the Company or its Subsidiaries, on the one hand, and their customers, vendors or suppliers, on the other hand, in the ordinary course of business; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the CompanyCompany Government Contract; (ix) any Contract or other document that limits the freedom of the Company related to compete in any line of business a collective bargaining arrangement or with any Person a labor union, labor organization, works council or in any geographic area or which would so limit the freedom of the Company after the Closing Datesimilar organization; (x) any Contract for related to the acquisition settlement of any Person or business thereof or the disposition of any material assets of the Company, other than Action in the ordinary course of business consistent with past practices, in each case involving payments an amount in excess of $10,000 or as contemplated 500,000, other than Actions defended and settled by this Agreementinsurance companies; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in evidencing financial or commodity hedging or similar trading activities, including any calendar yearinterest rate swaps, financial derivatives master agreements or confirmations, or futures account opening agreements and/or brokerage statements or similar Contract; (xii) any Contract relating to the Company’s Proprietary Rights for any Leased Real Property or the use by the Company lease of the Proprietary Rights personal property providing, in each case, for annual payments thereunder of any other Person; or$350,000 or more; (xiii) any Contract that contains a put, call, right of first refusal, right of first offer or similar right or obligation or any other obligation pursuant to which the Company or any of its Subsidiaries could be required to, directly or indirectly, purchase or sell, as applicable, any securities, capital stock or other interests, assets or businesses; (xiv) any Contract that (A) purports to restrict the ability of the Company or commitment not made any of its Subsidiaries or, at or after the Effective Time, Parent or any of its Affiliates from (I) directly or indirectly, engaging in the ordinary course any business or competing in any business (or any line of business or geographic region) with any Person (including soliciting clients or customers), (II) operating its business in any manner or location or (III) enforcing any of its rights with respect to any of its material assets, (B) grants “most favored nation” status to any other Person that, including those that, at or after the Effective Time, would purport to apply to Parent or any of its Affiliates or (C) includes “take or pay” requirements or similar provisions obligating a Person to obtain a minimum quantity of goods or services from another Person or would constitute a “requirements” contract, including those that, at or after the Effective Time, would purport to apply to Parent or any of its Affiliates; (xv) any Contract that is material prohibits the payment of dividends or distributions in respect of the capital stock or other equity interests of the Company or any of its Subsidiaries, the pledging of the capital stock or other equity interests of the Company or any of its Subsidiaries or the incurrence of indebtedness by the Company or any of its Subsidiaries; (xvi) any Contract that was not, to the Knowledge of the Company, negotiated and entered into on an arm’s length basis, except for any such Contract solely between the Company and its Wholly Owned Subsidiaries or solely among the Company’s Wholly Owned Subsidiaries; (xvii) any Contract between the Company or any of its Subsidiaries, on the one hand, and any director or officer of the Company or any Person beneficially owning 5% or more of the Shares or shares of common stock of any of their respective Affiliates, on the other hand, other than offer letters that can be terminated at will without severance, termination or “change of control” obligations and Contracts pursuant to the Company Equity Plan or contracts with Parent or its Affiliates; and (xviii) any Contract with a Material Customer or Material Supplier. Each contract of the type described in this Section 3.12(a) is referred to herein as a “Material Contract.” (b) Each Material Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement on the Company or one of the Companyits Subsidiaries, is in full force and effect, and is enforceable against the Companyas applicable, and to the Knowledge of the Company, the each other parties thereto, party thereto and in full force and effect and enforceable in accordance with its terms, subject to applicable bankruptcythe Bankruptcy and Equity Exception, insolvency, moratorium or other similar laws relating to creditors’ rights generally and except to the general principles extent that (i) it has previously expired in accordance with its terms, (ii) it is cancelled, rescinded or terminated after the date of equity. Except as disclosed on Schedule 3.12, neither this Agreement in accordance with its terms or (iii) the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required failure to be disclosed in Schedule 3.12 that could reasonably be expected to resultfull force and effect, individually or in the aggregate, in has not had and would not reasonably be expected to have a Company Material Adverse Effect. During the twelve (12) month period prior to the date hereof, neither the Company nor any of its Subsidiaries has received any written notice of termination in respect of any Material Contract. (c) A correct and there complete copy of each Material Contract (including, for the avoidance of doubt, any amendments or supplements thereto) has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a breach or defaultbeen made available to Parent.

Material Contracts. (a) Except for Schedule 5.8(a) sets forth a list of the following Contracts to which (x) any Transferred Company is a party or commitments disclosed in Schedule 3.12(y) a Seller is a party and which relates to the Mediasite Business (collectively, the Company is not a party to or subject to:"Material Contracts"): (i) any lease, rental, conditional sale Contract with a Key Customer (excluding purchase orders or similar Contract providing for annual rentals work orders issued in the ordinary course of $10,000 or morebusiness); (ii) any Contract relating to indebtedness, guarantee, capital lease, credit with a Key Supplier (excluding purchase orders or financing or other Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred work orders issued in the ordinary course of business consistent with past practices in an amount not exceeding $10,000business); (iii) any Contract for with the Key Manufacturer (excluding purchase orders or work orders issued in the ordinary course of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of $10,000 or morebusiness); (iv) any salesContract which reflects a commitment by a Mediasite Company to pay, distribution or other similar Contract providing for pursuant to which a Mediasite Company actually paid in the sale by the Company of materialspreceding 12-month period, supplies, goods, services, equipment or other assets providing for annual payments to the Company an amount in excess of $10,000 or more50,000; (v) any agencyContract which reflects a commitment by a third party to pay to a Mediasite Company, dealeror pursuant to which a Mediasite Company actually was paid in the preceding 12-month period, sales representative or other similar Contractan amount in excess of $50,000; (vi) any employment employment, severance or consulting Contract, and any Contract agreement with any officer, director, employee or 10% stockholder Employee which required an annual payment of the Companycash compensation to such person in 2022 in excess of $150,000; (vii) any Contract which provides for a partnership, a joint venture or other similar Contractinvolving the sharing of profits; (viii) any license, franchise agreement or Contract for the sale of any of the assets of any Mediasite Company other than in respect the ordinary course of similar rights granted to or held by the Companybusiness; (ix) any Contract relating to indebtedness or other document that limits the freedom granting by any Mediasite Company of an Encumbrance on any of its assets relating to the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing DateMediasite Business; (x) any Contract for the acquisition of with any Person or business thereof or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this AgreementGovernmental Body; (xi) any Contract requiring capital expenditures after with another Person materially limiting or restricting the date hereof in an amount in excess ability of $10,000 any Mediasite Company to enter into any market or engage in any calendar yearline of business; (xii) any Contract relating pursuant to which any Mediasite Company licenses Intellectual Property from a third party that is material to the Company’s Proprietary Rights Mediasite Business, other than software that is generally available to the public through retail stores or the use by the Company commercial distribution channels and licensed to a Seller for a license fee of the Proprietary Rights of any other Person; orless than $50,000 for each such license; (xiii) any Contract pursuant to which any Mediasite Company licenses Mediasite Intellectual Property to a third party, other Contract or commitment not made than (x) nonexclusive licenses granted to customers of the Mediasite Business in the ordinary course of business business, (y) licenses that arise as a matter of law by implication as a result of sales of products and services by the Mediasite Business, and (z) sales or marketing Contracts that include an incidental license to use the trademarks of any Mediasite Company for the purposes of advertising and selling products or services of the Mediasite Business; and (xiv) any Contract which is a material binding commitment or agreement to enter into any of the Companyforegoing types of agreements. (b) Each Contract and commitment required to be disclosed Except as set forth in Schedule 3.12 is a 5.8(b), (i) all Material Contracts are valid and binding agreement agreements of the a Mediasite Company, is (ii) all Material Contracts are in full force and effecteffect and no material default or breach exists in respect thereof on the part of any Mediasite Company or, and is enforceable against the Company, and to the Knowledge of the CompanySeller, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company no event has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, and there has not occurred any event that, with after the giving of notice or the lapse of time or giving of notice or both, would constitute such a breach material default or defaultbreach, (iii) no Material Contract contains any penalty provisions, minimum purchase commitments, refund rights or similar provisions, (iv) no Mediasite Company has received notice of termination of any Material Contract or notice of any customer intending to terminate its relationship with a Mediasite Company, (v) no Material Contract either requires a consent or can be terminated in the event of any change in the underlying ownership or control of a Mediasite Company or would be materially affected by such a change, and (vi) no Material Contract requires any Employee of a Mediasite Company to attend a customer’s premises. (c) Set forth in Schedule 5.8(c) is a true and complete listing of all Open Customer Contracts under which the Mediasite Companies have unfulfilled software development set-up obligations, a description of such outstanding work to be completed, and the amount of time in hours required to complete such outstanding work and which reflects a total contractual amount in excess of $50,000. For greater certainty, each of the representations in Section 5.8(b) shall apply in the same manner, mutatis mutandis, to the Open Customer Contracts.