Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(aSchedule 5.12(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected lists each Contract to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries, or any of their assets, is bound, except for non-customer Contracts pursuant to which the obligations, of either party thereto are, or are contemplated to be, $50,000.00 or less (whether incurredeach, assumeda “Material Contract”), guaranteed including without limitation the following Material Contracts: (i) Contracts with any Affiliate, Employee, current or secured by former officer or director of the Company or any assetSubsidiary or any of their Affiliates; (ii) in excess Collective bargaining agreements or other Contracts with any labor union or association representing any Employees; (iii) Bonus, pension, profit sharing, retirement or other forms of $50,000deferred compensation plans; (iv) each employment contract Stock purchase, stock option or any other similar plans; (v) Contracts relating to which incurrence of Indebtedness, the making of any loans, Hedging Arrangements or otherwise placing an Encumbrance on any portion of the assets of the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (vvi) each contract containing Contracts related to the guaranty of any non-competeobligation of any third Person by the Company or its Subsidiaries; (vii) Contacts or purchase orders for capital expenditures or the acquisition or construction of fixed assets which involve the expenditure of more than $50,000.00; (viii) Contracts granting any Person (other then Acquiror) an option or a first offer, non-solicit, exclusivity first refusal or similar type right to purchase or acquire any asset of provision the Company or its Subsidiaries; (ix) Contracts relating to the lease of any real or personal property, including without limitation any mineral leases; (x) Contracts that materially restricts create a partnership, joint venture or similar arrangement; (xi) Contracts that limit the ability freedom of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) Subsidiary to compete or otherwise engage in any line of business or with any Person or geographic in any area; (vixii) each contract pursuant to Contracts (other than Contracts made in the Ordinary Course of Business) which involve the expenditure of more than $50,000.00 in the aggregate or require performance by any party more than one year from the date hereof that, in either case, are not terminable by the Company without penalty on notice of 180 days or less; (xiii) Contracts (other than the Option and Support Agreements) relating to the voting or any Subsidiary rights or obligations of any Shareholder; (xiv) Contracts regarding the Company may be obligated to issue acquisition, issuance or repurchase transfer of any Company Capital Stock or any shares of capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) securities of the Company or any of its Subsidiaries Subsidiary, including without limitation any restricted stock agreements, options, warrants or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other handescrow agreements; (ixxv) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees Royalty Agreements of the Company or any of its Subsidiaries;Subsidiary; or (xxvi) each Other Contracts not made in the Ordinary Course of Business that are material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company’s Business. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Each Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company (or its Subsidiary), enforceable and in full force and effect and to the Company’s Knowledge, each Material Contract will continue to be legal, valid, binding on the other parties thereto, enforceable and in full force and effect on identical terms following the consummation of its Subsidiaries the transactions contemplated by this Agreement and following delivery of any consents or approval contemplated hereby. (c) The Company has not received any written notice of any default or event that with notice or lapse of time or both would constitute a material default by the Company under any Material Contract. (d) All of the Contracts to which the Company is a party thereto or by which its assets are bound that are required to be described in the Company Reports (or to be filed as exhibits thereto) are so described or filed and is are enforceable and in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Except as set forth in Section 4.16(a4.13(a) of the Company Disclosure Letter sets forth Schedule or specifically approved by Purchaser under Section 6.1, no Seller (in connection with the Business) and no Purchased Entity is a true and complete list, as of the date of this Agreement, of: party to or bound by any: (i) Each mergerContract that would be required to be filed by Honeywell as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission (including Contracts relating to compensation of executive officers); (ii) Contract containing covenants not to compete in any line of business, business combinationindustry or geographical area restricting the Business; (iii) Contract which creates a partnership or joint venture or similar arrangement between any Seller or Purchased Entity and another Person or any options, acquisitionrights (preemptive or otherwise), purchasewarrants, sale calls, convertible securities or divestiture contract that contains representationscommitments or any other agreements or arrangements with respect to any equity securities of the Purchased Entities; (iv) indenture, covenantsletters of credit, indemnities credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other obligations evidence of Indebtedness or agreement providing for Indebtedness or any Encumbrance (other than a Permitted Encumbrance) on any assets of the Purchased Entities in an amount exceeding $100,000; (v) Contract for the sale of any material Purchased Assets or material assets of the Purchased Entities, including “earnout” any real property, after the date hereof (other than inventory in the ordinary course of business consistent with past practice); (vi) collective bargaining agreement, employee association agreement or other contingent payment obligationsagreement with any labor union, employee representative group, works council or similar collection of employees; (vii) that would reasonably be expected to result consulting agreement, management agreement, advisory agreement, employment agreement, severance agreement, retention agreement or change-of-control agreement, in the receipt of or making of future each case providing for payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage 100,000 in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); fiscal year; (viii) each contract Contract between any Seller or among the Company or any Subsidiary of the CompanyPurchased Entity, on the one hand, and any officer, director of Honeywell or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company its Affiliates or Subsidiaries or any of its Subsidiaries or their officers or directors or entities in which they have a controlling interest (other than Contracts solely between the Purchased Entities or between any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 Purchased Entity and Rule 16a-1 of the Exchange Actits Subsidiaries), on the other hand; hand (other than ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) Contract under which it is reasonably expected the Company any Seller or any of its Subsidiaries will be required to pay fees, expenses or other costs Purchased Entity has made payments in excess of $50,000 following 250,000 in the Effective Timelast fiscal year or anticipates making payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than purchase orders or invoices entered into in the ordinary course of business consistent with past practice); and (x) Contract containing any material license of, or any option to assign or purchase, any material Intellectual Property (excluding, however, licenses of commercially available Software); (xi) each “Contract under which any Seller or Purchased Entity received payments in excess of $250,000 in the last fiscal year or anticipates receiving payments in excess of $250,000 in the current fiscal year or of more than $500,000 over the life of the Contract (other than sales orders or invoices entered into in the ordinary course of business consistent with past practice); (xii) Contract involving any Key Customers or Key Suppliers, other than purchase orders and sales orders in the ordinary course of business; (xiii) lease, sublease, or license of any Leased Real Property, material contract” personal property or other material tangible assets; or (as such term is defined in Item 601(b)(10xiv) Contract involving the acquisition of the business or stock (or, to the extent constituting a going-concern business, assets or other properties) of Regulation S-K under the Exchange Act) not otherwise any other Person since December 31, 2007. Each such contract described in this Section 4.16(aclauses (i)-(xiv) with respect is referred to the Company or any Subsidiary of the Companyherein as a “Material Contract.” (b) Collectively, the contracts Except as set forth in Section 4.16(a4.13(b) are herein referred of the Disclosure Schedule (i) no Seller or Purchased Entity is (and, to the Knowledge of the Sellers, no other party is) in material breach of or default under any Material Contract, (ii) no Seller or Purchased Entity has received (A) any written or, to the Knowledge of the Sellers, oral notice or claim of material default under any Material Contract, or (B) any written or, to the Knowledge of the Sellers, oral notice of an intention to terminate, not renew or challenge the validity or enforceability of any Material Contract (other than Contracts with Key Customers or Key Suppliers, as to which this notice shall be governed by Section 4.14), (iii) to the “Company Contracts.” Except as Knowledge of the Sellers, no event has occurred that, with or without notice or lapse of time or both, would not reasonably be expected to haveresult in a material breach or default under any Material Contract, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and iv) each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and Material Contracts is in full force and effect, subjectis the valid, binding and enforceable obligation of the Sellers or Purchased Entities, and will not be subject to termination solely as a result of the sale of the Business pursuant to enforceabilitythis Agreement, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, and to the knowledge Knowledge of the CompanySellers, is any of the other party parties thereto. Honeywell has Made Available to any such Company Contract in breach or default thereunder. Complete Purchaser true and accurate complete copies of each Company Contract in effect as of the date hereof (Material Contract, including all amendments and modifications) have been furnished to material amendments, waivers, exhibits, schedules or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contractattachments thereto.

Material Contracts. (a) Section 4.16(a3.10(a) of the Company Disclosure Letter sets forth a true and complete list, as Schedules lists each of the date following Contracts of this Agreementany member of the Company Group (such Contracts, of:together with all Contracts concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 3.11(b) of the Disclosure Schedules and all Company IP Agreements set forth in Section 3.12(b) of the Disclosure Schedules, being “Material Contracts”): (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments each Contract involving aggregate consideration in excess of $100,000100,000 and which, in each case, cannot be cancelled by the member of the Company Group without penalty or without more than 90 days’ notice; (ii) each contract all Contracts that grants require any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary member of the Company or any of their respective Affiliates Group to own, operate, sell, transfer, pledge or otherwise dispose purchase its total requirements of any businesses, securities product or assets (other than provisions requiring notice of service from a third party or consent to assignment by any counterparty thereto)that contain “take or pay” provisions; (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) all Contracts that provide for the indemnification by any member of the Company Group of any Person or the assumption of any Tax, environmental or other Liability of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000Person; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts all Contracts that can be terminated at any time with less than two days’ notice and without financial liability relate to the Company acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of its Subsidiariesstock, sale of assets or otherwise); (v) each contract containing all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which any non-compete, non-solicit, exclusivity member of the Company Group is a party; (vi) all employment agreements and Contracts with independent contractors or consultants (or similar type arrangements) to which any member of provision the Company Group is a party and which are not cancellable without material penalty or without more than 90 days’ notice; (vii) except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees) of any member of the Company Group; (viii) all Contracts with any Governmental Authority to which any member of the Company Group is a party (“Government Contracts”); (ix) all Contracts that materially restricts limit or purport to limit the ability of any member of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) Group to compete or otherwise engage in any line of business or with any Person or in any geographic areaarea or during any period of time; (vix) each contract pursuant any Contracts to which the Company or any Subsidiary member of the Company may be obligated to issue Group is a party that provide for any joint venture, partnership or repurchase similar arrangement by any Company Capital Stock or any capital stock or other equity interests in any Subsidiary member of the Company (including the Company Warrants and the Company Convertible Notes)Group; (viixi) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement all Contracts between or other similar agreement to which the Company or a Subsidiary among any member of the Company is a party Group on the one hand and Seller or any Affiliate of Seller (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) member of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), Group) on the other hand; (ixxii) each contract that obligates the Company all collective bargaining agreements or Contracts with any of its Subsidiaries Union to indemnify which any past or present directors, officers, or employees member of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it Group is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Timea party; and (xixiii) each “any other Contract that is material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the CompanyGroup and not previously disclosed pursuant to this Section 3.10. (b) Collectively, Each Material Contract is valid and binding on the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each Group member party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability. None of the Company Group member or, to Creditors’ Rights. Except as would not reasonably be expected to haveSeller’s Knowledge, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries other party thereto is in breach of or default under any Company Contract nor, (or is alleged to the knowledge of the Company, is any other party to any such Company Contract be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, 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 changes of any right or obligation or the loss of any benefit thereunder. Complete and accurate correct copies of each Company Material Contract in effect as of the date hereof (including all modifications, amendments and modificationssupplements thereto and waivers thereunder) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractBuyer.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete listOther than this Agreement or as made available to Purchaser, as of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary none of the Company or any of their respective Affiliates the Company Subsidiaries is a party to own, operate, sell, transfer, pledge or otherwise dispose of bound by: (i) any businesses, securities or assets (other than provisions requiring notice of or consent Contract that would be required to assignment be filed by any counterparty thereto); (iii) each contract relating the Company as a “material contract” pursuant to outstanding Indebtedness (or commitments or guarantees in respect thereofItem 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) any Contract containing covenants binding upon the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries Company Subsidiary (including Parent upon or which, following the consummation of the TransactionsTransactions could materially restrict the ability of the Company) to compete or otherwise engage in any line business that is material to the Company and the Company Subsidiaries, taken as a whole, as of business the date of this Agreement, or with any Person person or in any geographic area; (vi) each contract pursuant to which , except for any such Contract that may be cancelled without penalty by the Company or any Company Subsidiary upon notice of 60 days or less; (iii) any Contract with respect to a material joint venture or material partnership agreement (excluding information technology Contracts); (iv) any Contract with any director, officer or Affiliate of the Company may be obligated to issue or repurchase any Company Capital Stock Subsidiary (other than any Company Employee Benefit Plan); (v) any Contract for the acquisition, disposition, sale or any capital lease of material properties or assets (by merger, purchase or sale of stock or other equity interests in assets or otherwise); (vi) any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnershipemployment, joint venturedeferred compensation, limited liability companyseverance, grantor trustbonus, strategic alliance agreement retirement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among entered into by the Company or any Subsidiary of the CompanyCompany Subsidiary, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) officer of the Company or any other employee of its Subsidiaries the Company or any Company Subsidiary receiving annual cash compensation of their respective “associates” $200,000 or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act)more, on the other hand; ; (ixvii) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directorsContract, officersother than Leases, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to contemplating payments by the Company or any Subsidiary of more than $300,000 in any calendar year; and (viii) each amendment, supplement or modification in respect of any of the Company. foregoing Contracts or any commitment or agreement to enter into any of the foregoing contracts. Each such Contract described in clauses (bi) Collectively, the contracts set forth in Section 4.16(athrough (viii) are herein is referred to herein as the a “Company ContractsMaterial Contract.” Except as would not reasonably be expected to have“Contract” means any agreement, individually contract, obligation, arrangement, undertaking or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries other commitment that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contractlegally binding.

Material Contracts. (a) Section 4.16(a) 2.14 of the Company Disclosure Letter Schedule sets forth a true and complete list, as of the date of this Agreement, ofof the following Contracts (each a “Material Contract”) to which the Company and each Subsidiary is a party or by which it or any of their properties, rights or assets are bound: (ia) Each mergerany Contract that provides for obligations, business combinationpayments, acquisitionLiabilities, purchaseconsideration, sale performance of services or divestiture contract that contains representations, covenants, indemnities the delivery of goods to or other obligations (including “earnout” by the Company or other contingent payment obligations) that would the Subsidiaries of any amount or value reasonably be expected to result in the receipt of or making of future payments be in excess of $100,000250,000 annually; (b) any Contract (i) not to compete in any business or geographic area, (ii) each contract that grants any Person the exclusive right to distribute products of the Company or the Subsidiaries, (iii) that grants “most favored nation” or similar preferred pricing to any Person, (iv) that grants rights of first refusal or right refusal, rights of first offer offer, rights of first negotiation or similar rights or that materially limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates the Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses, securities or assets (other than provisions requiring notice of or consent v) that grants any Person a right to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of require the Company or the Subsidiaries to purchase all or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary portion of the Company is a party other than employment contracts that can be terminated at Company’s or the Subsidiaries’ requirements from any time with less than two days’ notice and without financial liability to the Company third party, or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its the Subsidiaries to indemnify provide maintenance and/or support with respect to any past or present directors, officers, or employees discontinued products of the Company or the Subsidiaries or any prior version of its any products of the Company or the Subsidiaries; (xc) each material vendorany employment agreement, supplier severance agreement, bonus agreement, indemnification agreement, consulting agreement, non-compete agreement, change-in-control or third party consulting golden parachute agreement or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after agreement with or for the Effective Time and (B) under which it is reasonably expected benefit of any employee, director or officer of the Company or the Subsidiaries whose annual total compensation exceeds $150,000; (d) any of its Subsidiaries will be required to pay fees, expenses collective bargaining agreement with any labor union or other costs collective bargaining representative; (e) any Contract related to the assignment, license or other disposition or encumbrance of Intellectual Property Rights owned or used by the Company (other than contracts or agreements for commercially available “off the shelf” software for which the Company pays fees less than $50,000 per year, or the Company’s standard customer contracts); (f) any Contract in which the ultimate contracting party is a Governmental Authority; (g) any Real Property Leases; (h) any Contract relating to Company Indebtedness or loans made by the Company, including all notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any lending or borrowing (other than advances to employees for expenses in the Ordinary Course of Business or transactions with customers on credit in the Ordinary Course of Business); (i) any Contract that is a letter of credit, bond or similar arrangement running to the account of, or for the benefit of, the Company or the Subsidiaries in an amount in excess of $50,000 following the Effective Time; and250,000; (xij) each “material contract” any Contract granting any Person a Lien on all or any part of the assets of the Company, other than Liens which will be released at or prior to the Closing and Permitted Liens; (as k) any Contract with the Top Customers or Top Suppliers; (l) the Insurance Policies listed on Section 2.16 of the Disclosure Schedule; (m) any Contract governing any business acquisition or disposition, merger or similar transaction, by the Company, regardless of whether such term is defined in Item 601(b)(10transaction has yet been consummated, either (i) within the last five (5) years or (ii) pursuant to which any indemnification, earn out or other contingent or deferred payments or similar rights or obligations remain outstanding; (n) any Contract that provides for the payment of Regulation S-K under cash or other compensation or benefits upon the Exchange ActMerger and the consummation of the transactions contemplated hereby; (o) not otherwise described in this Section 4.16(a) with respect any Contract that relates to voting, transfer or other arrangements related to any equity interests of the Company or the Subsidiaries or warrants, options or other rights to acquire any Subsidiary equity interests of the Company or the Subsidiaries (other than this Agreement, the Merger and the transactions contemplated hereby); or (p) any Contract that is otherwise material to the operations and business prospects of the Company and the Subsidiaries. All of the Material Contracts are in full force and effect and constitute the valid, legal and binding obligation of the Company or the Subsidiaries, as applicable, and to the Knowledge of the Company. (b) Collectively, constitute the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, legal and binding and obligation of the other parties thereof, enforceable against each such Person in accordance with its terms on terms, subject to (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditor’s rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). There are no material breaches or defaults by the Company and each or the Subsidiaries under any of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceabilitythe Material Contracts or, to Creditors’ Rights. Except as the Knowledge of the Company, events which with notice or the passage of time would not reasonably be expected to haveconstitute a material breach or default by the Company or the Subsidiaries, individually or in the aggregate, a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any such material violation of breach or material default from any other party under any of the Material Contracts. To the Knowledge of the Company, neither the Company nor its Subsidiaries have received notice from any third party to any Material Contract requesting or threatening to amend, not renew or terminate such Material Contract. The Company is not a party to any Contract with a Governmental Authority. The Company has made available to Buyer true and complete copies of all the Material Contracts, including all amendments thereto.

Material Contracts. (a) Section 4.16(aExcept for Contracts relating to the Retained Assets, which will not be assumed by Acquirer, Schedule 3.15(a) of the Company Contributor Disclosure Letter sets forth a true and complete list, Schedule lists the following Contracts as of the date of this AgreementExecution Date (such Contracts, of:collectively, the “Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contracts”): (i) Each mergerany Contract between any Propane Group Entity or Inergy Sales, business combinationon the one hand, acquisitionand NRGY or any Affiliate of NRGY (other than the Propane Group Entities or Inergy Sales), purchase, sale or divestiture contract that contains representations, covenants, indemnities or on the other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000hand; (ii) each contract any Contract that grants contains any right of first refusal provision or right of first offer covenant which restricts any Propane Group Entity or that limits the ability of the Company, Inergy Sales from engaging in any Subsidiary of the Company lawful business activity or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage competing in any line of business or with any Person or in any geographic areaarea or during any period of time after the Execution Date; (iii) any Contract that relates to the creation, incurrence, assumption or guarantee of any Indebtedness by any Propane Group Entity or Inergy Sales with an aggregate principal amount exceeding $100,000; (iv) any Contract in respect of the formation of any partnership or joint venture or that otherwise relates to the joint ownership or operation of the assets owned by any of the Propane Group Entities or Inergy Sales; (v) any Contract of the Propane Group Entities or Inergy Sales that includes the acquisition or sale of assets (other than Contracts for Inventory entered into in the ordinary course of business) (A) with a value in excess of $5,000,000 or (B) pursuant to which any Propane Group Entity or Inergy Sales has continuing “earn-out” or similar obligations (in either case, whether by merger, sale of stock, sale of assets or otherwise); (vi) each contract pursuant to which the Company any Contract or commitment that involves a sharing of profits by any Subsidiary of the Company may be obligated to issue Propane Group Entity or repurchase Inergy Sales with any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)Person; (vii) each partnershipany Contract that otherwise involves the annual payment or sale by or to any of the Propane Group Entities or Inergy Sales of more than $500,000 or 250,000 gallons of propane, joint venturerespectively, limited liability company, grantor trust, strategic alliance agreement and that cannot be terminated by the Propane Group Entities or Inergy Sales on ninety (90) days’ or less notice without the payment by the Propane Group Entities or Inergy Sales of any material penalty or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries)further payment; (viii) all Contracts with independent contractors or consultants (or similar arrangements) to which any Propane Group Entity or Inergy Sales is a party involving annual payments in excess of $100,000 and that cannot be cancelled by such Propane Group Entity or Inergy Sales without penalty or further payment and without more than thirty (30) days’ notice; (ix) all Contracts with any Governmental Authority pursuant to which a Propane Group Entity or Inergy Sales has an obligation to sell propane in quantities that are in excess of 250,000 gallons; (x) any Contract involving annual payments in excess of $100,000 that contains most favored nations provisions or grants any exclusive rights, rights of first refusal, rights of first negotiation, participation or similar rights to any Person with respect to any assets or business opportunity of any Propane Group Entity or Inergy Sales; (xi) any lease of personal property under which any Propane Group Entity or Inergy Sales is lessee (A) providing for the payment by such Propane Group Entity or Inergy Sales of annual rent of $50,000 or more that cannot be terminated by such Propane Group Entity or Inergy Sales on less than ninety (90) days’ notice without the payment by the Propane Group Entities or Inergy Sales of any material penalty or other further payment; (xii) any agreement for the purchase by any Propane Group Entity or Inergy Sales of propane, heating oil, distillates, materials, supplies, goods, services, equipment or other assets with a value in excess of $100,000 that cannot be terminated by such Propane Group Entity or Inergy Sales on less than ninety (90) days’ notice without the payment by such Propane Group Entity or Inergy Sales of any material penalty or other further payment; (xiii) any Contract relating to the transportation or storage of propane or the products therefrom, or the provision of services related thereto (including any operation, operation servicing or maintenance Contract) in each contract between case pursuant to which any Propane Group Entity or among Inergy Sales receives annual revenues or makes annual payments in excess of $100,000; (xiv) any collective bargaining agreement to which any Propane Group Entity or Inergy Sales is a party; (xv) except for employment agreements relating to Excluded Employees, any employment agreement with a divisional president, senior vice president or Director–Fleet/Asset Management of any Propane Group Entity; (xvi) any Contract under which any Propane Group Entity or Inergy Sales is obligated to purchase or sell a specified volume of propane in excess of 250,000 gallons over the Company remaining term of such Contract, including any requirements contracts, “take-or-pay” or “ship-or-pay” Contracts; (xvii) any Subsidiary Hedging Agreement; (xviii) all licenses of Intellectual Property (A) from a Propane Group Entity or Inergy Sales to any third party and (B) to a Propane Group Entity or Inergy Sales (or a Contributor Party if utilized in or for the benefit of the CompanyPropane Business) from any third party, on in each case, (1) pursuant to which any Propane Group Entity or Inergy Sales receives annual revenues or makes annual payments in excess of $100,000 and (2) excluding licenses associated with off-the-shelf software; (xix) any Contract between any of the one hand, Propane Group Entities or Inergy Sales and any officer, director or Affiliate of any of the Propane Group Entities or Inergy Sales (other than a wholly-owned Subsidiary the NRGY Entities) or any immediate family member of any of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Timeforegoing; and (xixx) each “material contract” any Contract not specified above pursuant to which any Propane Group Entity or Inergy Sales has an obligation (as such term is defined in Item 601(b)(10payment or otherwise) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Companyexceeding $500,000. (b) Collectively, the contracts Except as set forth in Section 4.16(aon Schedule 3.15(b) are herein referred to as of the “Company Contracts.” Except as would not reasonably be expected to haveContributor Disclosure Schedule, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract has been duly authorized made available to Acquirer, subject to the Clean Team Agreement, and (i) is enforceable on each a valid and binding obligation of the Propane Group Entity or Inergy Sales that is party thereto and (excluding the Company ii) is in full force and each of its Subsidiaries), each Company Contract is legal, valid, binding effect and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subjectagainst such Propane Group Entity or Inergy Sales, as to enforceabilityapplicable, and, to the Knowledge of the Contributor Parties, the other parties thereto, except in each case, as enforcement may be limited by Creditors’ Rights. Except as would not reasonably be expected to have, individually . (c) None of Inergy Sales or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract Propane Group Entities nor, to the knowledge Knowledge of the CompanyContributor Parties, is any other party to any such Company Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract is in default or breach, in any material respect, thereunder and no event has occurred that (i) with the giving of notice or the passage of time or both would constitute a breach or default thereunder. Complete and accurate copies of each Company Contract default, in effect as any material respect, by Inergy Sales or such Propane Group Entity or, to the Knowledge of the date hereof Contributor Parties, any other party to any Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract, or (including all amendments and modificationsii) have been furnished to would permit termination, modification or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default acceleration under any Company ContractPropane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract by the counterparty thereto.

Material Contracts. (a) Section 4.16(a4.10(a) of the Company Disclosure Letter sets forth Schedule contains a true and complete list, as list of the date following types of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract Contracts to which the Company or a Company Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries;is bound: (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under promulgated by the Exchange Act) not otherwise described in this Section 4.16(aSEC) with respect to the Company or any Company Subsidiary; (ii) all Contracts or arrangements with any Third Party constituting joint ventures or partnerships; (iii) all Contracts relating to Indebtedness (other than indebtedness for borrowed money) of the Company or any Company Subsidiary in excess of $3,000,000 and all Contracts relating to indebtedness for borrowed money of the Company or any Company Subsidiary in excess of $1,000,000; (iv) all Contracts entered into after July 1, 2008 relating to any acquisition or disposition, directly or indirectly (including by merger, consolidation, combination or amalgamation), by the Company or any of the Company Subsidiaries of properties or assets or capital stock or other equity interests of another Person for aggregate consideration under such Contract in excess of $500,000, except, in each case, for acquisitions and dispositions of properties, assets and inventory in the ordinary course of business and consistent with past practice; (v) all Contracts currently used in the current conduct of the business of the Company or any Company Subsidiary and, to the Knowledge of the Company, any other Contract, which contain covenants that limit, or purport to limit, the ability of the Company or any Company Subsidiary to engage in any line of business, or to compete with any Person or operate at any geographic location or during any period of time; (vi) each Contract that contains obligations of the Company or any Company Subsidiary secured by a Lien (other than a Permitted Lien), or provides for interest rate or currency hedging arrangements, 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 $250,000; (vii) each Contract with a Governmental Entity that involved aggregate payments of over $500,000 in 2010 or is reasonably likely to involve aggregate payments of over $500,000 in 2011; (viii) All Contracts pursuant to which any material Intellectual Property is licensed (or rights to use are granted) to the Company or any Company Subsidiary and also both (A) used in the current conduct of the business of the Company or a Company Subsidiary and (B) subject to remaining material payment obligations by the Company or any Company Subsidiary (excluding shrink-wrap or click-wrap licenses or licenses concerning generally commercially available software); (ix) All Contracts pursuant to which any material Company Intellectual Property is licensed (or rights to use granted) by the Company or any Company Subsidiary that are subject to remaining material payment obligations by a Third Party; (x) all Contracts and Leases concerning the use, occupancy, management or operation of, or evidencing any interests in, any Leased Real Property that are, in each case, material to the Company and the Company Subsidiaries, taken as a whole (“Material Real Property Leases”); (xi) all Contracts that (A) require the Company or any Company Subsidiary to use any supplier or Third Party for all or substantially all of the requirements or needs for the operation of the business of the Company or any Company Subsidiary as currently conducted, (B) obligate the Company or any Company Subsidiary to conduct business on a “most favored nations” basis with any Third Party, (C) limit or purport to limit the ability of the Company or any Company Subsidiary to solicit any customers or clients of any other Person, (D) require the Company or any Company Subsidiary to market or co-market any clinical laboratory services or other products or services of a Third Party, or (E) are “take-or-pay” Contracts or other similar agreements or arrangements requiring the Company or any Company Subsidiary to make a minimum payment for goods or services from Third Party suppliers irrespective of usage that are material to the Company and the Company Subsidiaries, taken as a whole; (xii) each Contract pursuant to which the Company or any Company Subsidiary is bound that includes a continuing “earn out” or other contingent payment obligation, in each case, that could result in payments in excess of $250,000 other than ordinary course agreements with customers, suppliers or licensors; (xiii) each Contract between or among the Company or any Company Subsidiary, on the one hand, and any of their respective Affiliates (other than the Company or any Company Subsidiary), on the other hand, that involves payments of more than $250,000 in any one year; (xiv) each Contract involving aggregate payments of over $1,000,000 over its remaining term that is not terminable by the Company or one of its Subsidiaries without penalty and on less than 120 days notice, other than Contracts entered into in the ordinary course of business and consistent with past practice; and (xv) all other Contracts, whether or not made in the ordinary course of business, the absence of which would have a Company Material Adverse Effect. Each Contract of the type described in this Section 4.10(a), whether or not set forth in Section 4.10(a) of the Company Disclosure Schedule is referred to herein as a “Company Material Contract.” (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as for matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, (i) each Company Material Contract is a legal, valid and binding obligation of the Company or a Company Subsidiary, as applicable, in full force and effect and enforceable against the Company or a Company Subsidiary in accordance with its terms, subject to the Bankruptcy and Equity Exceptions, (ii) to the Company’s Knowledge, each Company Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy and Equity Exceptions, (iii) the Company and each of the Company Subsidiaries, and, to the Knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Company Material Contract (excluding performance obligations not yet due), (iv) neither the Company nor any Company Subsidiary has received any written claim or notice of its Subsidiaries (A) a default, termination or cancellation under any Company Material Contract, (B) any intent or threat to claim any of the foregoing or (C) seeking to amend any provision of any Company Material Contract in a manner materially adverse to the Company or any Company Subsidiary and (v) neither the Company nor any Company Subsidiary nor, to the Company’s Knowledge, any other party thereto is in breach or violation of, or default under under, any Company Material Contract norand no event has occurred, including the execution by the Company of this Agreement, or not occurred through the Company’s or any Company Subsidiary’s action or inaction or, to the knowledge Company’s Knowledge, the action or inaction of the Companyany Third Party, is any other party to any such Company Contract in that with notice or lapse of time or both, will constitute a breach or violation of, or default thereunderunder, any Company Material Contract. Complete and accurate correct copies of each all Company Contract in effect Material Contracts (as of amended or modified) are either publicly filed with the date hereof (including all amendments and modifications) SEC or have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Except as set forth in Section 4.16(a4.19(a) of the Disclosure Schedule, neither the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, nor any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at to or bound by any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contractcontracts” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or “definitive material agreement” (as such term is defined in Item 1.01 of Form 8-K of the SEC). Section 4.19(a) of the Disclosure Schedule lists the following contracts (such Contracts, along with the “material contracts” and “definitive material agreements” referred to in the preceding sentence, and the IP Contracts, collectively, the “Material Contracts”): (i) Contracts which restrict or limit the conduct of or competition in any line of business by the Company, any Subsidiary or any of the Company’s current or future affiliates, or the geographic area in which the Company, any Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect; (ii) Contracts which grant any right of first refusal, right of first offer or similar right or that limit or purports to limit the ability of the Company or any Subsidiary to sell, transfer, pledge or otherwise dispose of any material amount of assets or business; (iii) Contracts which would prevent, materially delay or impede the consummation of, or otherwise reduce the benefits of, the transactions contemplated by this Agreement, including the Merger; (iv) Contracts with respect to a joint venture, partnership, limited liability or other similar agreement or arrangement, and those which relate to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and the Subsidiaries, taken as a whole; (v) Contracts which were entered into after December 31, 2007, and involve the acquisition from another person or disposition to another person, directly or indirectly (by merger, license or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration under such contract (or series of related contracts) in excess of $1 million (other than acquisitions or dispositions of inventory in the Exchange Actordinary course of business); (vi) not otherwise described in this Section 4.16(aany contract (or series of related contracts) with respect any agency or department of the United States federal government or any state or local government for the purchase of goods and/or services from the Company or any Subsidiary which would reasonably be expected to result in payments to the Company or any Subsidiary in excess of the Company.$1 million; (bvii) CollectivelyContracts which relate to an acquisition, the contracts set forth divestiture, merger, license or similar transaction and contain representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations), that are still in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to haveeffect and, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding could reasonably be expected to result in payments by the Company and each or any Subsidiary; (viii) Contracts which relate to any guarantee or assumption of other obligations of any third party or reimbursement of any maker of a letter of credit, except for agreements entered into in the ordinary course of business consistent with past practice which agreements relate to obligations which do not exceed $1 million in the aggregate for all such agreements; (ix) Contracts which prohibit the payment of dividends or distributions in respect of the capital stock of the Company or any of its wholly-owned Subsidiaries), prohibit the pledging of the capital stock of the Company or any wholly-owned Subsidiary or prohibit the issuance of guarantees by any wholly-owned Subsidiary; or (x) Contracts which would reasonably be expected to involve aggregate payments to or by the Company or any Subsidiary of more than $1 million over the term of such contract. (b) Section 4.19(b) of the Disclosure Schedule sets forth (i) a list of all agreements, instruments and other obligations pursuant to which any indebtedness for borrowed money or capitalized lease obligations of the Company or any Subsidiary in an aggregate principal amount in excess of $250,000 is outstanding or may be incurred or other contract of which the Company is obligated to provide funds in respect of, or to guarantee or assume, any debt of any third party in excess of $250,000 and (ii) the respective principal amounts outstanding thereunder as of the date of this Agreement. Each Material Contract is a valid and binding obligation of the Company (or, if a Subsidiary is a party, such Subsidiary) and, to the knowledge of Company, each Company Contract is legalother party thereto, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as and the Company and each Subsidiary have performed all obligations required to enforceabilitybe performed by them under each Material Contract and, to Creditors’ Rightsthe Company’s knowledge, each other party to each Material Contract has performed all material obligations required to be performed by it under such Material Contract. Except as Neither the Company nor any Subsidiary is and to the knowledge of the Company, no third party is, in violation of or default under any Material Contract, nor does any condition exist which with the passage of time or the giving of notice would cause such a violation of or default under any Material Contract, except for violations or defaults that have not reasonably be expected to havehad, and would not, individually or in the aggregate, have a Company Material Adverse Effect, neither . No counterparty to any Material Contract has cancelled or otherwise terminated any Material Contract or provided to the Company nor any of its Subsidiaries is in breach written notice, or default under any Company Contract nor, to the knowledge of the Company, is any other party oral notice, of its intent to any such Company Contract in breach or default thereunderdo so. Complete and accurate copies of each Company Contract in effect as As of the date hereof hereof, true and complete copies of all Material Contracts (including all amendments exhibits and modificationsschedules thereto) have been furnished to are either publicly filed with the SEC or otherwise the Company has made available to Parent. Neither the Company nor any Parent copies of its Subsidiaries has received written notice of any material violation of or material default under any Company Contractsuch Material Contracts.

Material Contracts. (a) The Company and the Company Subsidiaries are not a party to or bound by any of the following Contracts except as set forth in Section 4.16(a2(s) of the Disclosure Schedule or described in or filed as an exhibit to the Company Disclosure Letter sets forth SEC Documents (each, including any such Contracts listed in the Company SEC Documents, a true “Material Contract,” and complete listcollectively, as of the date of this Agreement“Material Contracts”): i. any mortgages, of: (i) Each mergerindentures, business combinationguarantees, acquisitionloans or credit agreements, purchase, sale or divestiture contract that contains representations, covenants, indemnities security agreements or other obligations (including “earnout” Contracts relating to the borrowing of money or extension of credit to or by the Company, other than accounts receivables and payables in the ordinary course of business and travel and similar advances to employees in the ordinary course of business consistent with past practice; ii. any joint venture, partnership, limited liability company, strategic alliance or other contingent similar Contract relating to the formation, creation, operation, management or control of any partnership or joint venture; iii. any Contracts relating to all mergers, consolidations, recapitalizations, reorganizations or similar transactions, or any acquisitions or dispositions material to the Company, currently contemplated by the Company or that provide any ongoing material liabilities for payment obligations) that would reasonably be expected to result in of money, retention of liabilities, assets sold, indemnification or otherwise; iv. any Contract providing for the receipt payment by the Company or the Company Subsidiaries of or making of future payments an amount in excess of $100,000; (ii) each contract that grants any right of first refusal 150,000 or right of first offer or that limits the ability of the Company, any Subsidiary of to the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any Subsidiaries of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) an amount in excess of $50,000150,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any v. non-competecompetition, non-solicit, exclusivity solicitation or similar type of provision exclusive dealing Contracts or other Contracts that materially restricts restrict or limit or purport to restrict or limit in any material respect the ability of the Company or any of its Subsidiaries (including Parent upon consummation of Affiliates to solicit customers, potential employees or the Transactions) to compete manner or otherwise engage location in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) business of the Company or any of its Subsidiaries Affiliates may be conducted; vi. any Contract the benefits of which will be increased by the consummation of the transactions contemplated hereby or the value of any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 the benefits of which will be calculated on the basis of any of the Exchange Act), on transactions contemplated by this Agreement; or vii. any other Contract the other hand; (ix) each contract that obligates the Company or any termination of its Subsidiaries to indemnify any past or present directors, officerswhich, or employees of the Company or any of its Subsidiaries; (x) each material vendordefault under which, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to havewould, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding Effect. Each of the Material Contracts to which the Company and each of its Subsidiaries), each or any Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that Subsidiary is a party thereto and is in full force and effecteffect and is a valid and binding obligation of the Company or such Company Subsidiary, subjectand to the knowledge of the Company, as the other party thereto, enforceable against the Company or such Company Subsidiary, and to enforceabilitythe knowledge of the Company, enforceable against the other party thereto in accordance with its terms. Neither the Company, nor to Creditors’ Rights. Except as would not reasonably be expected the knowledge of the Company, any other party to havea Material Contract to which the Company or any Company Subsidiary is a party, is in breach or violation of, or in default under, any such Material Contract to which it is a party and no event has occurred that, individually or in the aggregate, with the lapse of time or the giving of notice or both would constitute a Company Material Adverse Effectdefault thereunder by the Company, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract noror, to the knowledge of the Company, is by any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contractthereto.

Material Contracts. (a) Section 4.16(a) Except as set forth in the exhibit index of the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2007 and as permitted pursuant to Section 6.1, neither the Company Disclosure Letter sets forth nor any of its Subsidiaries is a true and complete list, as of the date of this Agreement, of: party to or bound by (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract agreement relating to outstanding the incurring of Indebtedness (or commitments or guarantees in respect thereof) of by the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $50,000; (iv) each employment contract to which 1,000,000 in the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-competeaggregate, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between which contains provisions that restrict, or among may restrict, the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary conduct of business of the Companyissuer thereof as currently conducted (collectively, on the one hand, and “Instruments of Indebtedness”); (ii) any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (iii) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any respect (A) the ability of the Company or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business of the Company and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its Subsidiaries, is or would be conducted, or any non-competition or exclusive dealing agreement, or any other agreement or obligation of the type described in (A) or (B) of this clause (iii) which following the Closing would purport to apply to Parent or any of its Affiliates other than the Company and its Subsidiaries; (iv) any agreement providing for the indemnification, in excess of $2,000,000, by the Company or a Subsidiary of the Company of any Person other than standard form indemnity provisions in agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business consistent with past practice; (v) any joint venture or partnership agreement; (vi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; (vii) any contract or agreement providing for any payments that are conditioned, in whole or in part, on a change of control of the Company or any of its Subsidiaries; (viii) any collective bargaining agreement; (ix) any agreement material to the Company and its Subsidiaries, taken as a whole, pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property; (x) any agreements pursuant to which the Exchange ActCompany or any of its Subsidiaries leases any material real property or leases any material real property to third parties; (xi) any contract or agreement material to the Company and its Subsidiaries, taken as a whole, providing for the outsourcing or provision of servicing of customers, technology or product offerings of the Company or its Subsidiaries; (xii) any contract relating to the supply of any material item used by the Company or a Subsidiary that is a sole source of supply; (xiii) any contract or other agreement entered into since January 1, 1997 with respect to the acquisition or divestiture of all or any portion of a business; or (xiv) any other contract or other agreement not otherwise made in the ordinary course of business consistent with past practice that (A) is not within any of the other categories described in this Section 4.16(a4.9(a) with respect but is material to the Company and its Subsidiaries taken as a whole, (B) would reasonably be expected to result in revenues, receipts, liabilities or expenditures, or otherwise involve an amount, in excess of $5,000,000 per year or (C) would reasonably be expected to materially delay or prevent the consummation of the Offer, the Merger or any Subsidiary of the transactions contemplated by this Agreement (the agreements, contracts and obligations set forth in the exhibit index of the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2007 and the agreements, contracts and obligations listed in clauses (i) through (xiv) being referred to herein as “Company Material Contracts”). None of the Company Material Contracts contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party. Section 4.9(a) of the Company Disclosure Schedule sets forth as of the date hereof all of the Company Material Contracts. True, correct and complete copies of each Company Material Contract have been made available to Parent. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Each Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, valid and binding and enforceable in accordance with its terms on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and, to the knowledge of the Company, any other party thereto, and each of its Subsidiaries that is a party thereto and Company Material Contract is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its Subsidiaries is in breach or default under any Company Material Contract or is aware of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any Subsidiary of the Company knows of, or has received written notice of, any breach or default under (nor, to the knowledge of the Company, is does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any Company Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. (c) There are no provisions in any Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. “Indebtedness” means, with respect to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof Person, all obligations (including all amendments obligations in respect of principal, accrued interest, penalties, prepayment penalties, fees and modificationspremiums) of such Person (i) for borrowed money (including overdraft facilities), (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of property, goods or services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital leases (in accordance with GAAP), (v) in respect of letters of credit and bankers’ acceptances, (vi) under interest rate or currency swap or other derivative or hedging instruments and transactions (valued at the termination value thereof), (vii) secured by any Lien on property or assets owned by such Person, whether or not the obligations secured thereby have been furnished assumed, (viii) all obligations of such Person under any sale and lease back transaction, agreement to repurchase securities sold or otherwise made available to Parent. Neither other similar financing transaction and (ix) in the Company nor any nature of its Subsidiaries has received written notice guarantees of the obligations described in clauses (i) through (viii) above of any material violation of or material default under any Company Contractother Person.

Material Contracts. (a) Section 4.16(a4.10(a) of the Company Disclosure Letter Schedule sets forth a true true, complete and complete list, as correct list of each of the date of this Agreementfollowing Contracts to which the Company is a party or by which the Company is bound and which have not been entirely fulfilled or performed (such Contracts, of:collectively, the “Material Contracts”): (i) Each mergerall Contracts that contain restrictions with respect to payment of dividends or any other distribution in respect of the Membership Units or other Equity of the Company; (ii) any Contract that by its terms requires the payment by or on behalf of the Company in excess of $100,000 per annum or the delivery by the Company of goods or services with a fair market value in excess of $100,000 per annum or provides for the Company to receive payments in excess of $100,000 per annum; (iii) all Contracts involving a loan (other than accounts receivable owing from trade debtors in the Ordinary Course of Business) or advance to (other than travel and entertainment advances to the employees of the Company extended in the Ordinary Course of Business), business combinationor investment in, acquisitionany Person or any agreement relating to the making of any such loan, purchase, advance or investment in excess of $25,000; (iv) any Contract that (i) requires the Company to purchase any product or service in excess of $100,000 from a third party or (ii) requires that the Company deal exclusively with a third party in connection with the sale or purchase of any product or service; (v) any Contract that relates to an acquisition or divestiture contract of material assets that contains representations, covenants, indemnities or other contractual obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected could impose a Liability that is material to result in the receipt of or making of future payments in excess of $100,000Company; (iivi) each contract that grants any right of first refusal Contract under which the Company has any outstanding Indebtedness or right of first offer evidencing an Encumbrance on any property or that limits the ability asset of the Company, other than a Permitted Encumbrance; (vii) all Contracts under which any Subsidiary Person (other than the Company) has directly or indirectly guaranteed Indebtedness of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (ivviii) each employment contract to any bonds or Contracts of Guarantee in which the Company acts as a surety or a Subsidiary guarantor with respect to any obligation (fixed or contingent) of another Person; (ix) all Contracts involving any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, joint development or similar arrangement; (x) all Contracts involving any resolution or settlement of any actual or threatened Action under which the Company has any obligation or Liability that will continue after the Closing Date; (xi) any Contract limiting or restraining the Company or any successor thereto from engaging or competing in any manner, in any location or in any business; (xii) all Affiliate Contracts; (xiii) any Company IP Agreements as well as any Contract under which the Company is a party providing for the license of or settlement with respect to any Intellectual Property including, without limitation, the Company’s Intellectual Property (other than employment contracts that can be terminated at commercially available software and hardware) and any time with less than two days’ notice and without financial liability to Intellectual Property license agreements under which the Company or any of its Subsidiariesis currently a licensee; (vxiv) each contract containing any non-competeContract concerning the acquisition, non-solicitdisposition, exclusivity occupancy, management or similar type operation of provision any Real Property owned, leased or used by the Company; (xv) all collective bargaining agreements entered into by the Company; (xvi) any Contract providing that materially restricts the Company indemnify any Person in an amount that would be material to the Company, other than any such agreement entered into in the Ordinary Course of Business; (xvii) any Contracts with any Governmental Authority to which the Company is a party; (xviii) any Contracts that limit, in any material respect, the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or in any geographic areaarea or during any period of time; (vixix) each contract pursuant all (i) employment agreements (excluding, for certainty, any employees who are employed at will) and (ii) Contracts with independent contractors or consultants (or similar arrangements) to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party and which are not cancellable without material penalty or without more than ninety (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries);90) days’ notice; and (viiixx) each contract between any Contract to purchase, lease or among otherwise acquire the Company right to own, use or lease any Subsidiary property or assets, including such Contracts entered into by an Affiliate of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs for an amount in excess of $50,000 following 100,000, individually (in the Effective Timecase of a lease, per annum) or $150,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term); and (xixxi) each “any other Contract that is material contract” (as such term is defined in Item 601(b)(10) to the operation of Regulation S-K under the Exchange Act) business of the Company and not otherwise described in disclosed pursuant to this Section 4.16(a) with respect to the Company or any Subsidiary of the Company4.10(a). (b) CollectivelyThe Company is in material compliance with the terms and provisions of each Material Contract. The Company, and to the Knowledge of the Company, the contracts set forth in Section 4.16(a) are herein referred other party to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company any Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any of its terms. The Company has not received notice of any breach, default or notice of termination by any Person under any Material Contract. A true, complete and correct copy of each written Material Contract norhas been provided to Purchaser and a description of each verbal Material Contract is set forth in Section 4.10(a) of the Company Disclosure Schedule. (c) Each Material Contract is (i) valid and binding on the Company party thereto in accordance with its respective terms and (ii) in full force and effect. Each Material Contract (or description) sets forth the entire agreement and understanding (or complete description of the material terms, to the knowledge of as applicable), between the Company, is on one hand, and the other parties thereto, on the other hand, with respect to the subject matter thereof. No event or circumstance has occurred that, with notice or lapse of time or both, 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 changes of any right or obligation or the loss of any benefit thereunder. The Company has no reason to believe any party to any such Company Material Contract will not fulfill its obligations thereunder in breach or default thereunder. Complete all material respects, and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor has not received any of its Subsidiaries has received written notice of termination or intent to terminate by any material violation of or material default under party to any Company Material Contract. (d) The Company has no Liability for the deferred purchase price of property, goods or services, whether connected or not to the acquisition of any business (earn-out or other similar type of payments) or noncompetition agreement.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents prior to the date hereof and the agreements set forth on Section 4.16(a3.20(a) of the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date of this Agreement, ofneither the Company nor any of its Subsidiaries is a party to or bound by: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under of the Exchange ActSEC); (ii) any contract imposing any material restriction on the right or ability of the Company or any of its Subsidiaries to (A) compete with any other person or (B) acquire or dispose of the securities of another person; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing Indebtedness of the Company or any of its Subsidiaries in an amount in excess of $50.0 million; (iv) any Contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties with a value or requiring annual fees in excess of $50.0 million; (v) any Contract to acquire all or a substantial portion of the capital stock, business, property or assets of any other person for an amount of cash (or value of non-cash consideration), in excess of $50.0 million; (vi) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between or among the Company and or any of its Subsidiaries; (vii) any Contract limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (viii) any Contract containing any exclusivity or most favored nation clause; (ix) any Contract that involves future expenditures or receipts by the Company or any of its Subsidiaries of more than $50.0 million in any one year period that cannot otherwise described be terminated on less than 90 days’ notice without material payment or penalty; (x) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in this Section 4.16(a) with respect future payments by or to the Company or any Subsidiary of its Subsidiaries in excess of $25.0 million; (xi) any Contract with a labor union or guild (including any collective bargaining agreement); (xii) any Contract containing provisions triggered by any change of control of the Company.Company or any of its Subsidiaries; (bxiii) Collectivelyany Contract in favor of directors, officers, members, managers or partners relating to employment or compensation or providing rights to indemnification; (xiv) any Contract the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not loss or breach of which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof ; and (including all amendments and modificationsxv) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of lease or material default under any Company Contractsublease with respect to leased real property.

Material Contracts. (a) Section 4.16(a) As of the Agreement Date, the Company Disclosure Letter sets forth is not a true and complete list, as of the date of this Agreement, ofparty to or bound by any Contract: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected required to result in be filed by the receipt Company as a material contract pursuant to Item 601(b)(10) of or making Regulation S-K of future payments in excess of $100,000the SEC; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing contains any non-compete, non-solicit, exclusivity competition or similar type of provision other agreement that materially restricts limits the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business business, in any geographic area or with any Person or geographic areaperson; (viiii) each contract pursuant to which the Company or that creates any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement venture or other similar agreement entity with respect to which the Company or a Subsidiary any material business of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries), taken as a whole; (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(aiv) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to havewould, individually or in the aggregate, prevent, materially delay or materially impede the Company’s ability to consummate the Transactions; (v) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for indebtedness in excess of $1,000,000, other than intercompany agreements; (vi) that is a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto written contract (excluding other than this Agreement) for the sale of any of its assets after the Agreement Date in excess of $1,000,000, other than in the ordinary course of business consistent with past practice; (vii) under which the Company and each the Company’s Subsidiaries are expected to make annual expenditures or receive annual revenues in excess of $1,000,000 during the current or a subsequent fiscal year; (viii) containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than the Company or its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on ; (ix) that obligates the Company and each to file a registration statement under the Securities Act of its Subsidiaries 1933 which filing has not yet been made; or (x) that is an interest rate, equity or other swap or derivative instrument. Each such contract described in clauses (i)-(x) is referred to herein as a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company “Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.”

Material Contracts. (a) Except as disclosed in Section 4.16(a4.9(a), Section 4.9(f) and Section 4.18 of the Company Disclosure Letter sets forth Letter, (a) neither the Company, nor any of its Subsidiaries is a true party to, and complete list, as (b) none of the date Company, any of this Agreementits Subsidiaries, ofor any of their respective properties or assets is bound by, Contracts that: (i) Each mergerare or would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K; (ii) with respect to a joint venture, partnership, limited liability or other similar agreement or arrangement, related to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business combinationof the Company and the Subsidiaries, taken as a whole, or in which the Company owns more than a 20% voting or economic interest, or with respect to which the Company has obligations of more than $250,000 in the aggregate; (iii) relate to indebtedness for borrowed money, the deferred purchase price of property or service, any credit agreement, note, bond, mortgage, debenture or other similar instrument, any letter of credit or similar facilities, any obligation to purchase, redeem, retire, defease or otherwise acquire for value any capital stock or any warrants, rights or options to acquire such capital stock, or any guarantee with respect to an obligation of any other Person, in each case, having an outstanding principal amount in excess of $250,000; (iv) relate to an acquisition, purchasedivestiture, sale merger or divestiture contract similar transaction that contains representations, covenants, indemnities or other obligations (including indemnification, “earnoutearn-out” or other contingent payment obligations) ), that would are still in effect and, individually or in the aggregate, could reasonably be expected to result in the receipt of or making of future payments in excess of $100,000250,000; (iiv) each contract that grants other than an acquisition subject to clause (iv) above, obligate the Company to make any right capital commitment or expenditure (including pursuant to any joint venture) in excess of first refusal $250,000; or (vi) prohibits the payment of dividends or right of first offer or that limits the ability distributions in respect of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) capital stock of the Company or any of its Subsidiaries (whether incurredSubsidiaries, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which prohibits the Company or a Subsidiary pledging of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any prohibits the issuance of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or guarantees by any Subsidiary of the Company; Each Contract of the type described in clauses (i) through (vi) above is referred to herein as a “Material Contract.” (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect Effect, (i) each Material Contract is valid and assuming each Company Contract has been duly authorized and is enforceable binding on each party thereto (excluding the Company and each any of its Subsidiaries)Subsidiaries to the extent such Subsidiary is a party thereto, each Company Contract as applicable, and is legal, valid, binding in full force and effect and enforceable against the Company or its Subsidiary in accordance with its terms terms, (ii) to the Knowledge of the Company, each Material Contract is valid and binding on the other parties thereto, is in full force and effect and enforceable against such other party in accordance with its terms, (iii) the Company and each of its Subsidiaries that is a party thereto and is in full force and effecthas performed all obligations required to be performed by it to date under each Material Contract, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iv) neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of, the existence of any material violation event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default or breach on the part of the Company or any of its Subsidiaries under any such Material Contract, (v) neither the Company nor any of its Subsidiaries has received written notice from any other party to a Material Contract with respect to the termination, non-renewal or renegotiation in any material respects of the terms of, and otherwise has no Knowledge that such other party intends to terminate, not renew, or renegotiate in any material respects the terms of, any Material Contract. (c) The Company has made available to Parent, as of the date of this Agreement, true, correct and complete copies of (including all amendments or modifications to), all Material Contracts.

Material Contracts. (a) Section 4.16(a6.12(a) of the Company Disclosure Letter Schedules sets forth a true true, correct and complete listlist of, as and the Company has made available to SPAC (including written summaries of oral Contracts), true, correct and complete copies of, each Contract to which any Target Company is a party or by which any Target Company, or any of its properties or assets, are bound (each Contract required to be set forth on Section 6.12(a) of the date of this AgreementCompany Disclosure Schedules, ofa “Company Material Contract”) that: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract contains covenants that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits limit the ability of the Company, any Subsidiary of the Target Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the TransactionsA) to compete or otherwise engage in any line of business or with any Person or in any geographic areaarea or to sell, or provide any service or product or solicit any Person, including any non-competition covenants, employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or first offer or most-favored pricing clauses (in each case other than pursuant to confidentiality arrangements entered into in the ordinary course of business) or (B) to purchase or acquire an interest in any other Person; (ii) relates to the formation, creation, operation, management or control of any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement; (iii) evidences Indebtedness of the type referred to in clauses (a) through (e) of the definition thereof of any Target Company having an outstanding principal amount in excess of $300,000; (iv) involves any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices other than those entered into in the ordinary course of business of the Target Companies on behalf of a customers or any ordinary course transactions that are settled on a daily basis; (v) involves the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or shares or other equity interests of any Target Company or another Person in each case with an aggregate value in excess of $300,000; (vi) each contract pursuant relates to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock merger, consolidation or other equity interests in business combination with any Subsidiary other Person or the acquisition or disposition of any other entity or its business or material assets or the Company (including the Company Warrants and the Company Convertible Notes)sale of any Target Company, its business or material assets; (vii) each partnershipby its terms, joint ventureindividually or with all related Contracts, limited liability company, grantor trust, strategic alliance agreement calls for aggregate payments or other similar agreement to which receipts by the Company Target Companies under such Contract or a Subsidiary set of related Contracts of at least $150,000 per year or $250,000 over the Company is a party (other than any life of such agreement solely between or among the Company and its wholly-owned Subsidiaries)Contracts; (viii) each contract between pursuant to which any Target Company has been granted from a third party any license, right, immunity or among the Company authorization to use or otherwise exploit any Subsidiary of the CompanyIntellectual Property, on the one handexcluding (A) Incidental Licenses, and (B) licenses for “shrink wrap”, “click wrap”, and “off the shelf” software, and (C) licenses for uncustomized software that is commercially available to the public generally with one-time or annual license, maintenance, support and other fees of less than $100,000; (ix) pursuant to which any officerTarget Company has (A) acquired from any third party any ownership right to any material Intellectual Property, director excluding Contributor Agreements, or Affiliate (B) transferred to any third party any ownership right to any material Intellectual Property; (x) pursuant to which any Target Company has granted to any third party any license, right, immunity or authorization to use or otherwise exploit any Company Owned IP, excluding Incidental Licenses; (xi) obligates the Target Companies to provide continuing indemnification or a guarantee of obligations of a third party after the date hereof in excess of $100,000; (xii) each employment, severance, retention, change in control or other than a wholly-owned Subsidiary Contract (excluding customary form offer letters and other standard form agreements entered into in the ordinary course of the Companybusiness) with any employee or other individual independent contractor of the Company or any Target Company who receives annual base cash salary of $500,000 or more; (xiii) is a labor agreement, collective bargaining agreement, or other labor-related agreement or arrangement with any labor union, labor organization, works council or other employee-representative body; (xiv) other than under its Subsidiaries Organizational Documents, is between any (A) Target Company and (B) any Company Shareholder or any directors, officers or employees of a Target Company (other than at-will employment, assignment of Intellectual Property or confidentiality arrangements entered into in the ordinary course of business) or any of their respective “associates” Affiliates or “immediate family” members (as such terms are defined in Rule 12b-2 other Related Person, including all non-competition, severance and Rule 16a-1 of the Exchange Act), on the other handindemnification agreements; (ixxv) each contract that obligates the Target Companies to make any capital commitment or expenditure in excess of $500,000 (including pursuant to any joint venture); (xvi) relates to a settlement of any Action requiring payments in excess of $500,000 or under which any Target Company has outstanding obligations (other than customary confidentiality or non-disparagement obligations); (xvii) provides another Person (other than another Target Company or any manager, director or officer of its Subsidiaries to indemnify any past or present directors, officers, or employees Target Company) with a power of the Company or any of its Subsidiariesattorney; (xxviii) each material vendoris with a Material Merchant, supplier Material Supplier or third party consulting or similar contract not otherwise described in this Section 4.16(aMaterial Vessel Owner; or (xix) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay feesbe filed with the Registration Statement under applicable SEC requirements or would otherwise be required to be filed by the Company as an exhibit for a Form F-1 pursuant to Items 601(b)(1), expenses (2), (4), (9) or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(1010) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to Securities Act as if the Company or any Subsidiary of was the Companyregistrant. (b) Collectively, Except where the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to havefailure, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and assuming on the Company, with respect to each Company Contract has been duly authorized and is enforceable on each party thereto Material Contract: (excluding the i) such Company and each of its Subsidiaries), each Company Material Contract is legal, valid, valid and binding and enforceable in accordance with its terms on against the Target Company and each of its Subsidiaries that is a party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effecteffect (except, subjectin each case, as to enforceabilitysuch enforcement may be limited by the Enforceability Exceptions), to Creditors’ Rights. Except as would (ii) the consummation of the Transactions will not reasonably be expected to have, individually affect the validity or in the aggregate, a enforceability of any Company Material Adverse EffectContract, neither the (iii) no Target Company nor any of its Subsidiaries is in breach or default under any Company Contract nordefault, and to the knowledge Company’s Knowledge, no event has occurred that with the passage of time or giving of notice or both would constitute a breach or default by any Target Company, or permit termination or acceleration by the other party thereto, under such Company Material Contract, (iv) to the Knowledge of the Company, no other party to such Company Material Contract is in breach or default, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by any other Target Company, under such Company Material Contract, (v) no Target Company has received or served written or, to the Knowledge of the Company, oral notice of an intention by any party to any such Company Material Contract to terminate such Company Material Contract or amend the terms thereof, other than modifications in breach or default thereunder. Complete the ordinary course of business that do not adversely affect the Target Companies and accurate copies of each (vi) no Target Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor has waived any of its Subsidiaries has received written notice of any material violation of or material default rights under any such Company Material Contract.

Material Contracts. (a) Section 4.16(a3.12(a) of the Company Company’s Disclosure Letter sets forth a true and complete list, as list of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations following Contracts (including “earnout” every amendment, modification or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Companysupplement thereto), any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent the Contracts with the Major Customers, to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of which the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to by which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” properties or “immediate family” members (as such terms assets are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand;bound or affected: (ixi) each contract that obligates any Contract which materially limits or restricts or purports to materially limit or restrict the Company, any of its Subsidiaries or any of their respective Affiliates from engaging in any line of business operated by the Company or any of its Subsidiaries in any jurisdiction or materially limit the freedom of the Company, any of its Subsidiaries or any of their respective Affiliates to indemnify compete in any past line of business operated by the Company or present directorsany of its Subsidiaries in any geographic area or requiring the Company, officers, any of its Subsidiaries (other than with the Company) or employees any of their respective Affiliates to share any profits derived from the business of the Company or any of its Subsidiaries; (xii) any bonds, debentures, notes, loans, credit or loan agreements or commitments, mortgages, indentures, credit facilities, or guarantees or other Contracts relating to Indebtedness involving remaining principal amounts in excess of Five Million Dollars ($5,000,000.00) in the aggregate, other than any Indebtedness in connection with the operation of the AFC Business Unit; (iii) any independent contractor Contracts or leased or temporary employee Contracts involving in each material vendor, case current or currently committed aggregate annual payments of more than Two Million Dollars ($2,000,000.00); (iv) leases of personal property involving current or currently committed aggregate annual rent of Two Million Dollars ($2,000,000.00) or more; (v) Contracts with a supplier or third party consulting other service partner, in each case involving current or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected currently committed aggregate annual payments made by the Company or any of its Subsidiaries will be required to pay fees, expenses of more than Two Million Dollars ($2,000,000.00); (vi) any Contract for capital expenditures or other costs the acquisition of fixed assets involving current or currently committed monetary obligations in excess of Two Million Dollars ($50,000 following the Effective Time; and2,000,000.00); (xivii) each “material contract” any Contract relating to the acquisition or disposition, directly or indirectly, of any assets (as such term is defined other than those fixed assets set forth in subsection (vi) above), real property or capital stock or other equity interests of another Person involving continuing obligations or liabilities of the Company or any of its Subsidiaries in excess of Two Million Dollars ($2,000,000.00); (viii) any Contracts filed or required to be filed with the SEC pursuant to Item 601(b)(10) of Regulation S-K under the Exchange Act) Securities Act not otherwise disclosed pursuant to this Section 3.12; (ix) any acquisition Contract pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of Two Million Dollars ($2,000,000.00); (x) any Contract that (x) contains most favored customer pricing provisions (other than Contracts entered into in the ordinary course of business consistent with past practice) or (y) grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any Third Party, in each case under this clause (y) in a manner which is material to the businesses of the Company or any of its Material Subsidiaries; (xi) any Contract that creates (or governs the operation of) a partnership, joint venture, limited liability company or other similar agreement with respect to any material business of the Company and its Subsidiaries, taken as a whole, other than any such limited liability company, partnership or joint venture that is a Subsidiary of the Company; and (xii) all other Contracts (not of the type described in this Section 4.16(asubsections (i) with respect through (xi) above) individually involving in each case payments made by or to the Company or any Subsidiary of its Subsidiaries of Two Million Dollars ($2,000,000.00) or more over the remaining term of such Contract, other than any Contracts entered into in connection with the operation of the AFC Business Unit. Each Contract of the type described in subsections (i) through (xii) above, whether or not set forth in Section 3.12(a) of the Company’s Disclosure Letter, is referred to herein individually as a “Material Contract” and collectively as the “Material Contracts.” Notwithstanding anything above, the Company shall not be required to set forth in Section 3.12(a) of the Company’s Disclosure Letter and, a “Material Contract” shall not include, any Contract that (1) is terminable upon thirty (30) days’ notice without penalty or premium, or (2) will be fully performed or satisfied at or prior to the Closing without any continuing obligations or liabilities thereunder. The Company has made available to Buyer a true, correct and complete copy of all written Material Contracts prior to the date hereof. (b) Collectively, the contracts set forth in Section 4.16(a(i) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding Neither the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each nor any of its Subsidiaries that has breached or is in default under, or has received written notice of any breach of or default under, or has received written notice of, or to the Knowledge of the Company, knows of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a breach of or default under, any Material Contract; (ii) to the Knowledge of the Company, no other party thereto to any of the Material Contracts has breached or is in default of any of its obligations thereunder; and (iii) each of the Material Contracts is in full force and effect, subject, effect and is valid and binding on the Company and its Subsidiaries as to enforceabilitya party thereto and, to Creditors’ Rights. Except as the Knowledge of the Company, the other parties thereto, except in any such case for breaches, defaults or failures to be in full force that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a) of Other than the Transaction Documents, and as Disclosed in the Company SEC Filings and those Contracts copies of which are attached to the Disclosure Letter sets forth Letter, no Group Member is a true and complete listparty to, or bound by as of the date of this Agreementsuch representation is being made, ofany Material Contract (as defined below). The following Contracts shall be deemed to be “Material Contracts”: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result any Contract entered into otherwise than in the receipt ordinary course of or making of future payments in excess of $100,000business; (ii) each any agreement or arrangement otherwise than by way of negotiation at arm’s length having a total contract that grants any right of first refusal value greater than US$1,000,000 (or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (its equivalent in other than provisions requiring notice of or consent to assignment by any counterparty theretocurrencies); (iii) each contract relating to outstanding Indebtedness (any sale or commitments purchase option or guarantees in respect thereof) of the Company similar Contract or arrangement affecting any of its Subsidiaries (whether incurred, assumed, guaranteed material Assets owned or secured used by any asset) in excess of $50,000Group Member or by which any Group Member is bound; (iv) each employment contract to any Contract which the Company cannot readily be fulfilled or a Subsidiary of the Company is a party other than employment contracts that can be terminated at performed by any Group Member on time with less than two days’ notice and or without financial liability to the Company undue or any unusual expenditure of its SubsidiariesUS$500,000; (v) each contract containing any non-compete, non-solicit, exclusivity Contract substantially restricting the freedom of any Group Member to provide and take goods and services or similar type of provision that materially restricts the ability of the Company or any of to manage its Subsidiaries (including Parent upon consummation of the Transactions) own business affairs by such means and from and to compete or otherwise engage in any line of business or with any Person or geographic areasuch Persons as it may from time to time think fit; (vi) each contract any Contract pursuant to which (a) any Group Member incurs Indebtedness with the Company aggregate amount of principal and interest payments greater than US$1,000,000 or (b) any Subsidiary of the Company may be obligated to issue or repurchase Group Member provides any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)guarantee; (vii) each partnershipany Contract whereby any Group Member is, or has agreed to become, a member of any joint venture, limited liability company, grantor trust, strategic alliance agreement consortium or partnership or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries)unincorporated association; (viii) each contract between or among any Contract that is illegal under the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other handcurrent regulations; (ix) each contract any Contract that obligates prohibits or materially restricts the Company sale, disposal or transfer of any Equity Securities (or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of interests therein) owned by the Company or any of its SubsidiariesCompany; (x) each material vendorany shareholder agreements, supplier joint venture agreements or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; andpartnership agreements; (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) any employment contracts or arrangements with respect to the Company or any Subsidiary of the Company.Senior Managers; or (bxii) Collectively, the contracts set forth any Sponsorship Agreement in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party relation to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractCord Blood Bank.

Material Contracts. (a) Except for contracts listed in Section 4.16(a) 4.12 of the Company Disclosure Letter sets forth a true and complete listor filed as exhibits to the Company SEC Filings, as of the date of this Agreement, ofneither the Company nor any Company Subsidiary is a party to or bound by any contract that, as of the date hereof: (i) Each mergeris required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(2), business combination(4), acquisition, purchase, sale (9) or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations10) that would reasonably be expected to result in of Regulation S-K promulgated by the receipt of or making of future payments in excess of $100,000SEC; (ii) each contract obligates the Company or any Company Subsidiary to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in excess of $2,000,000 and is not cancelable within ninety (90) days without material penalty to the Company or any Company Subsidiary, except for any Company Lease or any ground lease affecting any Company Property; (iii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area that grants any right of first refusal or right of first offer or that limits restricts the ability of the Company, any Subsidiary business of the Company or any Company Subsidiary, or that otherwise restricts the lines of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment business conducted by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed Company Subsidiary or secured by the geographic area in which the Company or any asset) in excess of $50,000Company Subsidiary may conduct business; (iv) each employment contract to is an agreement which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries Company Subsidiary to indemnify any past or present directors, officers, or trustees, employees and agents of the Company or any Company Subsidiary pursuant to which the Company or any Company Subsidiary is the indemnitor, other than any operating agreements or property management agreements or any similar agreement pursuant to which a Company Subsidiary that is not wholly owned, directly or indirectly, by the Company provides such an indemnification to any such directors, officers, trustees, employees or agents in connection with the indemnification by such non-wholly owned Company Subsidiary of its Subsidiariesthe Company or another Company Subsidiary thereunder; (v) constitutes an Indebtedness obligation of the Company or any Company Subsidiary with a principal amount as of the date hereof greater than $2,000,000; (vi) would prohibit or materially delay the consummation of the Mergers as contemplated by this Agreement; (vii) requires the Company or any Company Subsidiary to dispose of or acquire assets or properties (other than in connection with the expiration of a Company Lease or a ground lease affecting a Company Property) with a fair market value in excess of $250,000, or involves any pending or contemplated merger, consolidation or similar business combination transaction, except for any Company Lease or any ground lease affecting any Company Property; (viii) constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a hedging transaction; (ix) sets forth the operational terms of a joint venture, partnership, limited liability company with a Third Party member or strategic alliance of the Company or any Company Subsidiary; or (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(aconstitutes a loan to any Person (other than a wholly owned Company Subsidiary) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected by the Company or any Company Subsidiary (other than advances made pursuant to and expressly disclosed in the Company Leases or pursuant to any disbursement agreement, development agreement, or development addendum entered into in connection with a Company Lease with respect to the development, construction, or equipping of its Subsidiaries will be required Company Properties or the funding of improvements to pay fees, expenses or other costs Company Properties) in an amount in excess of $50,000 following 2,000,000. Each contract listed on Section 4.12 of the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect Company Disclosure Letter to which the Company or any Company Subsidiary is a party or by which it is bound as of the Companydate hereof is referred to herein as a “Company Material Contract”. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries)Effect, each Company Material Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries Company Subsidiary that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subjectexcept as may be limited by bankruptcy, as to enforceabilityinsolvency, to Creditorsreorganization, moratorium or other similar Laws affecting creditors’ Rightsrights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Except as as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each Company Material Contract and, to the knowledge of the Company, each other party thereto has performed all obligations required to be performed by it under such Company Material Contract prior to the date hereof. None of the Company or any Company Subsidiary, nor, to the knowledge of the Company, any other party thereto, is in material breach or violation of, or default under, any Company Material Contract, and no event has occurred that with notice or lapse of time or both would constitute a violation, breach or default under any Company Material Contract, except where in each case such breach, violation or default is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries Company Subsidiary has received written notice of any material violation of or material default under any Company Material Contract, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Material Contracts. (a) Section 4.16(a) 2.21 of the Company Disclosure Letter sets forth a true and complete list, as lists each of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected following Contracts to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of which the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is currently a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of by which the Company or any of its Subsidiaries is currently bound (each, a “Material Contract”): (a) each advertising, agency, manufacturer’s representative, joint marketing, joint development and joint venture Contract involving annual consideration of more than $100,000 (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notesroyalty payments); (viib) the top eight supply Contracts, excluding purchase orders; (c) each partnershipvalue added reseller, joint venturereseller or third-party sales affiliate Contract that cannot be terminated upon 30 days’ notice without penalty or payment; (d) the top 15 customer Contracts based on revenues to the Company involving photovoltaic projects not completed prior to the date hereof; (e) each trust indenture, limited liability companymortgage, grantor trustpromissory note, strategic alliance loan agreement or other similar agreement to which Contract for the Company borrowing of money, any currency exchange, commodities or a Subsidiary other hedging arrangement or any leasing transaction requiring lease payments in excess of $25,000 annually of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries)type required to be capitalized in accordance with GAAP; (viiif) each contract between Contract for capital expenditure in excess of $50,000 individually or among $500,000 in the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate aggregate; (other than a wholly-owned Subsidiary of the Companyg) of each Contract in accordance with which the Company or any of its Subsidiaries is a lessor or lessee of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property requiring rental payments in excess of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand$50,000 annually; (ixh) each contract that obligates license or other Contract providing rights to, or based upon, any Company IP, other than non-exclusive licenses in connection with the sale of inventory or provision of services in the ordinary course of business; (i) each Contract with any Person with whom the Company or any of its Subsidiaries to indemnify any past or present directorsdoes not deal at arm’s length, officers, or employees other than those Contracts listed in Section 2.10(a) of the Company or any of its SubsidiariesDisclosure Letter; (xj) each material vendoragreement of guarantee, supplier support, indemnification, assumption or third party consulting endorsement of, or any similar contract not otherwise described in this Section 4.16(acommitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) that or indebtedness of any other Person (Aother than a Subsidiary of the Company); (k) cannot be voluntarily terminated pursuant to its terms within 60 days after each government grants Contract for which the Effective Time research and (B) development work undertaken thereunder is still continuing or under which it is reasonably expected the Company or any of its Subsidiaries will be required continue to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; andhave obligations; (xil) each Contract relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business; or (m) each Contract requiring payment of royalties, payment as a result of and upon consummation of the transactions contemplated hereby, or payment of an “material contractearn-out.” (as such term is defined All Material Contracts are in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to executed written form, and the Company or any the applicable Subsidiary has performed all of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred obligations required to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized performed by it and is enforceable on each party thereto (excluding entitled to all benefits under, and, to the Company and each Company’s knowledge, is not alleged to be in default in respect of, any Material Contract. Each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and Material Contracts is in full force and effect, subjectand the Company, as to enforceabilityor the applicable Subsidiary, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, and to the knowledge of the Company, is any other party to each Material Contract, are not in default of any such Company Material Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including here. Following the Effective Time, the Surviving Company and each of its Subsidiaries will be permitted to exercise all amendments and modifications) have been furnished to of their rights under the Material Contracts without the payment of any additional amounts of consideration other than ongoing fees, royalties or otherwise made available to Parent. Neither payments that the Company nor and any of its Subsidiaries has received written notice would otherwise be required to pay in accordance with the terms of any material violation of or material default under any Company Contractsuch Contracts had the transactions contemplated by this Agreement not occurred.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as As of the date of this Agreement, ofexcept for (i) this Agreement, (ii) Company Plans, (iii) contracts filed as an exhibit to or incorporated by reference in any Company SEC Report filed prior to the second business day prior to the date hereof, (iv) contracts terminable with up to 30 days prior notice without material fee or penalty, or (v) as otherwise set forth on Schedule 3.21, neither the Company nor any of the Company Subsidiaries is a party to or bound by any contract (whether written or oral) that is: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under of the Exchange ActSEC); (ii) a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than those between the Company and the Company Subsidiaries) relating to indebtedness in an amount in excess of $500,000 individually; (iii) a contract, lease or license (a) pursuant to which the Company or any of the Company Subsidiaries paid amounts in excess of $1,000,000 individually within the 12-month period prior to the date of this Agreement or (b) that is material to the Company and the Company Subsidiaries taken as a whole; (iv) a contract that limits the right of the Company or any of its affiliates to engage or compete in any line of business or to compete with any person or operate in any location or that, after the Effective Time, will limit or restrict Parent or any Parent Subsidiary, from engaging or competing in any line of business; (v) a contract that involves a guaranty by the Company or any of the Company Subsidiaries for the benefit of another person (which is not otherwise the Company or any wholly owned Company Subsidiary); (vi) a contract that creates a partnership or joint venture with respect to any portion of the business of the Company and the Company Subsidiaries; (vii) a contract providing employment or severance with any director, officer or other employee of the Company and any Company Subsidiary, other than contracts that by their terms are cancellable by the Company with notice of not more than thirty (30) days and without payment, penalty or liability in excess of $25,000 individually; or (viii) a settlement or similar agreement with any Governmental Authority or order or consent of a Governmental Authority involving future performance by the Company or any of the Company Subsidiaries (excluding, for the avoidance of doubt, customary licenses, permits or authorizations). All contracts of the type described in this Section 4.16(a3.21(a)(i)-(viii) with respect are referred to herein as the “Company or any Subsidiary of the CompanyMaterial Contracts.” (b) Collectively, Other than as a result of the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually expiration or in the aggregate, a termination of any Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, neither (i) each Company Material Contract is valid and binding on the Company nor and any of its the Company Subsidiaries that is in breach or default under any Company Contract nora party thereto, as applicable, and, to the knowledge of the Company, is any valid and binding on the other party or parties thereto, and in full force and effect, (ii) the Company and each of the Company Subsidiaries, as applicable, has in all material respects performed all obligations required to any such Company Contract in breach or default thereunder. Complete and accurate copies of be performed by it to date under each Company Contract in effect as of the date hereof Material Contract, and (including all amendments and modificationsiii) have been furnished to or otherwise made available to Parent. Neither neither the Company nor any of its the Company Subsidiaries has knowledge of, or has received written notice of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, would constitute, a material default, breach or violation on the part of the Company or material default of any of the Company Subsidiaries or of any other party under any such Company Material Contract.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as As of the date of this Agreementhereof, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected there are no material Contracts to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of which the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party (other than employment contracts Reinsurance Contracts, Real Property Leases and Benefit Plans) (i) that can are required to be terminated at described in, or filed as an exhibit to, any time with less than two days’ notice and without financial liability to Company SEC Reports that are not so described or filed as required by the Company Securities Act or the Exchange Act, (ii) that contain any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts provisions restricting the ability of the Company or any of its Subsidiaries (including Parent upon Subsidiaries, or which, following the consummation of the Transactions) Merger, would restrict the ability of Parent or any of its controlled Affiliates, including the Surviving Company and its Subsidiaries, to compete or otherwise engage transact in any line of business or with any Person or in any geographic area; area or grants a right of exclusivity to any Person, (viiii) each contract pursuant to which any indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred or pursuant to which the Company or any of its Subsidiaries guarantees any indebtedness of any other Person (other than the Company or any of its Subsidiaries) (except for trade payables arising in the ordinary course of business), (iv) with respect to a partnership, joint venture or other similar arrangement with any other Person (other than the Company or any of its Subsidiaries), relate to the formation, creation, operation, management or control of any such partnership or joint venture; (v) that involves or could reasonably be expected to involve aggregate payments by or to the Company and/or its Subsidiaries in excess of $2,000,000 in any twelve-month period, other than Contracts that can be terminated by the Company or any of its Subsidiaries on less than 90 days’ notice without payment by the Company or any Subsidiary of the Company may be obligated to issue of any material penalty; (vi) that have been entered into since January 1, 2012 or repurchase any otherwise provide for material ongoing obligations of the Company Capital Stock or any of its Subsidiaries and involve the acquisition from another Person or disposition to another Person of capital stock or other equity interests of another Person or of a business (excluding, for the avoidance of doubt, acquisitions or dispositions of Investment Assets, supplies, products, office equipment, furnishings, fixtures, properties or other tangible assets in the ordinary course of business, or of supplies, products, office equipment, furnishings, fixtures, properties or other tangible assets that are obsolete, warn out, surplus or no longer used or useful in the conduct of business of the Company or any of its Subsidiaries), (vii) pursuant to which (A) the Company or any of its Subsidiaries is granted or obtains any right to use any material Intellectual Property owned by any third party (other than standard form contracts granting rights to use commercially available software) or (B) any third party is granted or obtains the right to use or register any material Intellectual Property owned by the Company or any of its Subsidiaries, including, in each case, any license agreements, coexistence agreements, or covenants not to ▇▇▇, (viii) that prohibits or restricts the payment of dividends or distributions in respect of the shares or capital stock of the Company or any of its Subsidiaries, prohibits the pledging of the shares or capital stock of the Company or any Subsidiary of the Company (including or prohibits or restricts the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary issuance of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among guarantee by the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than ix) that is a wholly-owned Subsidiary of the Company) of Contract with an investment manager or Investment advisor providing services to the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 otherwise relating to the management of the Exchange ActInvestment Assets (each such Contract described in clauses (i)-(ix), on the other hand;than any Reinsurance Contract, Real Property Lease or Benefit Plan, a “Material Contract”). (ixi) each contract that obligates Each Material Contract is a legal, valid and binding agreement of the Company or any of and its Subsidiaries to indemnify any past or present directorsthe extent such Person is a party thereto, officersas applicable, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary Knowledge of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each other party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance compliance in all material respects with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subjectexcept where the failure to be valid, as to enforceability, to Creditors’ Rights. Except as binding or in full force and effect would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither (ii) the Company nor any and each of its Subsidiaries is in breach or default under any Company Contract norSubsidiaries, and, to the knowledge Knowledge of the Company, is any each other party thereto, has performed all obligations required to any be performed by it under such Material Contract, except where such noncompliance would not, individually or in the aggregate, reasonably be expected to have a Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof Material Adverse Effect, (including all amendments and modificationsiii) have been furnished to or otherwise made available to Parent. Neither neither the Company nor any of its Subsidiaries has received written notice of the existence of any material violation event or condition which constitutes, or, after notice or lapse of time or material both, will constitute, a default on the part of the Company or any of its Subsidiaries under any Material Contract, except where such default would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and (iv) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of any counterparty under such Material Contract, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as As of the date of this Agreement, of:the Company is not party or bound by (each, a “Material Contract”): (i) Each merger, business combination, acquisition, purchase, sale or divestiture any contract that (A) expressly imposes any material restriction on the right or ability of the Company to (1) compete with any other Person, (2) make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of its rights with respect to, any of its material assets or properties or (3) acquire or dispose of the securities of any other Person, (B) contains representationsan exclusivity or “most favored nation” clause that restricts the Business or the Company in a material manner or (C) contains any right of first refusal, covenants, indemnities right of first offer or other obligations preemptive or similar right; (including ii) any mortgage, note, debenture, indenture, loan or credit agreement, letter of credit (whether or not drawn), reimbursement agreement, security agreement, guaranty, pledge or other agreement or instrument evidencing, or any guarantee of, Indebtedness or placing a Lien (other than a Permitted Lien) on any portion of the assets related to the Business, in an amount in excess of $500,000 in the aggregate; (iii) any joint venture, partnership or limited liability company agreement or other contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company; (iv) any contract expressly limiting or restricting the ability of the Company to make distributions or declare or pay dividends in respect of their Equity Interests; (v) any contract involving the acquisition of all or substantially all of the assets or Equity Interests of any Person that contains “earnoutearn out” or other contingent payment obligations) , or remaining indemnity or similar obligations, that would could reasonably be expected to result in payments after the receipt of or making of future payments date hereof by the Company in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area250,000; (vi) each any Labor Agreement; (vii) any contract that is a settlement, conciliation or similar agreement with any Governmental Entity and pursuant to which the Company will have a material outstanding obligation after the date of this Agreement; (viii) any contract that obligates the Company for more than one (1) year, is not terminable without penalty upon notice of ninety (90) days or less and has total projected revenue of at least $500,000; (ix) any contract that involves a take or pay amount obligating the Company of at least $250,000; (x) any Real Property Leases; (xi) any contract with a Material Customer or a Material Supplier; and (xii) any contract pursuant to which the Company (A) is granted a license to, or covenant not to be sued under, any Subsidiary of third-party Intellectual Property (“Inbound IP Licenses”) that is material to the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnershipBusiness, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between Incidental Licenses or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it grants to a third party a license to, or covenant not to be sued under, any Owned Intellectual Property that is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or Business, other than any Subsidiary of the CompanyIncidental Licenses. (b) CollectivelyNotwithstanding the foregoing, the contracts (i) Section 4.17(a) shall not apply to any Shared Contracts or Employee Benefit Plans and (ii) Section 4.17(a)(viii), Section 4.17(a)(ix) and Section 4.17(a)(xi) shall not apply to any purchase orders, in each case, no such contract or benefits plan shall be set forth in Section 4.16(aon Schedule 4.17(a)(viii), Schedule 4.17(a)(ix), or Schedule 4.17(a)(xi), respectively. (c) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding material to the Company and each the Business, taken as a whole: (i) the Company is not in breach of its Subsidiaries)or default under the terms of any Material Contract; (ii) to Seller’s knowledge, each Company no other party to any Material Contract is legalin breach of or default under the terms of any Material Contract, validno event has occurred that, with or without notice or lapse of time, or both would constitute a breach of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation under any Material Contract; and (iii) each Material Contract is a valid and binding and enforceable in accordance with its terms on obligation of the Company and and, to Seller’s knowledge, of each of its Subsidiaries that is a other party thereto thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, subject to the knowledge of the Company, is any other party to any such Company Remedies Exceptions. Each Material Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have has been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractPurchaser.

Material Contracts. (a) Section 4.16(a3.17(a) of the Company Disclosure Letter sets forth a true and complete list, lists as of the date hereof, and the Company has made available to Parent and Merger Sub true, correct and complete (subject to any necessary redactions of this Agreementprice and counterparty) copies (or written summaries for any unwritten Contracts) of, ofall Contracts to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective properties or assets is bound that: (i) Each merger, business combination, acquisition, purchase, sale would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in disclosed by the receipt of or making of future payments in excess of $100,000Company on a Current Report on Form 8-K; (ii) each contract contain covenants that grants any right of first refusal or right of first offer or that limits limit the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurredor which, assumedfollowing the consummation of the Merger, guaranteed could restrict or secured by purport to restrict the ability of the Surviving Corporation or Parent or any assetof their Affiliates): (A) to compete in any business or with any Person or in any geographic area or to sell, supply or distribute any service or product (including any non-compete, exclusivity or “most-favored nation” provisions), (B) to purchase or acquire an interest in any other entity, or (C) to enforce its rights under any Contract or applicable Law, including any covenant not to ▇▇▇; (iii) is an employment, severance or change in control agreement that provides aggregate future benefits, including severance, to an employee or former employee, officer or director of the Company or any of its Subsidiaries in excess of $50,000150,000 in any twelve (12) month period (other than any unwritten Contract for the employment of any such employee or former employee implied at law); (iv) requires future payments by or to the Company or any of its Subsidiaries in excess of $1,500,000 per annum and contains “change of control” or similar provisions (other than provisions requiring only notice of a change of control and provisions which are not triggered by the Merger), except for Contracts terminable by either party upon notice of 60 days or less; (v) provide for or governs the formation, creation, operation, management or control of any partnership or joint venture arrangement with any Person other than the Company or its wholly-owned Subsidiaries; (vi) involve (A) the use or license by the Company or any of its Subsidiaries of any material Intellectual Property owned by a third party (other than off the shelf or commercially available Software); (B) the joint development of products or technology with a third party; (C) the grant to a third party by the Company or any of its Subsidiaries of the right to use, enforce or register any of its material Intellectual Property (other than as ancillary to a sale of products to customers); (D) any coexistence agreement or covenant not to ▇▇▇; or (E) a restriction in the Company’s or a Subsidiary’s right to use or register any material Intellectual Property (collectively, “IP Contracts”); (vii) that require aggregate future payments in excess of $500,000 for capital expenditures or for the acquisition or construction of fixed assets, other than Contracts (including any replacement Contracts) that are contemplated by the capital expenditure budget provided or made available to Parent prior to the date of this Agreement; (viii) are the largest Contract (by dollar value based on the fiscal year ended January 1, 2011) with (A) each employment contract Major Customer, (B) each Major Supplier, and (C) each of the fifteen (15) largest distributors of products of the Company and its Subsidiaries for the fiscal year ended January 1, 2011; (ix) pursuant to which the Company or a Subsidiary any of its Subsidiaries has granted any exclusive marketing, sales representative relationship, franchising, consignment or distribution right to any third party; (x) involve any exchange traded or over the counter swap, forward, future, option, cap, floor or collar financial Contract, or other derivative Contract, or any other interest rate or foreign currency protection Contract; (xi) other than solely among wholly owned Subsidiaries of the Company, relate to (A) indebtedness having an outstanding principal amount in excess of $2,000,000 or (B) conditional sale arrangements, the sale, securitization or servicing of loans or loan portfolios, in each case in connection with which the aggregate actual contingent obligations of the Company and its Subsidiaries under such Contract are greater than $2,000,000; (xii) involve the acquisition or disposition, directly or indirectly (by merger or otherwise), of a business or capital stock or other equity interest of another Person, which acquisition or disposition has yet to be consummated; (xiii) which are (A) not otherwise required to be disclosed by another clause of this Section 3.17(a), (B) not a Contract with customer, supplier or distributor of the Company, and (C) by its terms calls for future aggregate payments by the Company and its Subsidiaries or for the Company or any of its Subsidiaries under such Contract of more than $1,500,000 in any one year (including by means of royalty payments); (xiv) require future payments or expenditures and relate to cleanup, abatement, remediation or similar actions in connection with environmental liabilities; (xv) are leases or sub-leases of any equipment, machinery, vehicle or other tangible personal property which require future annual payments in excess of $500,000; (xvi) is a party lease or sub-lease of real property; (xvii) is between the Company and any of its Subsidiaries, other than employment contracts that can be terminated at any time Contract relating to the operation of the Company and its Subsidiaries in the ordinary course consistent with less than two days’ notice and without financial liability past practice; (xviii) contains a right of first refusal, first offer or first negotiation; (xix) required during the last twelve (12) months, or is reasonably expected to require in the future, payments from the Company or any of its Subsidiaries to any person or organization who, to the Knowledge of the Company, has made referrals to the Company or any of its Subsidiaries; (vxx) each contract containing any non-compete, non-solicit, exclusivity or similar type contains covenants of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directorshold harmless another Person, officersunless such indemnification or hold harmless obligation to such Person, or employees group of Persons, as the Company case may be, is in the ordinary course of business consistent with past practice or any of its Subsidiaries;reasonably expected to be less than $500,000 (excluding attorneys’ fees); or (xxxi) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) relates to an acquisition and provides that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses has any “earn-out” or other costs in excess contingent payment obligations. Each Contract of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise type described in this Section 4.16(a3.17(a) with respect is referred to the Company or any Subsidiary of the Company.herein as a “Material Contract” (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and assuming Effect, (i) each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Material Contract is legal, valid, valid and binding and enforceable in accordance with its terms on the Company and each or the Subsidiary of its Subsidiaries the Company that is a party thereto and, to the Knowledge of the Company, each other party thereto and is in full force and effect, subject, as to enforceabilityeffect and (ii) the Company and its Subsidiaries have and, to Creditors’ Rightsthe Knowledge of the Company each other party thereto has, performed and complied with all obligations required to be performed or complied with by them under each Material Contract. Except as There is no default under any Material Contract by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, by any other party, and no event has occurred that with the lapse of time or the giving of notice or both would not reasonably be expected constitute a default thereunder by the Company or any of its Subsidiaries or to havethe Knowledge of the Company, by any other party thereto, except for those defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a3.16(a) of the Company Disclosure Letter sets forth a true Schedule lists each of the following Contracts of BSC and complete listthe Sellers with respect to the Business or by which any of the Purchased Assets may be bound (such Contracts, as whether listed or required to be listed, being the “Material Contracts”): (i) any Contract for the distribution or sale of Products by the Business, which involved consideration or payments in excess of $250,000 in the aggregate during the year ended December 31, 2009 or contemplates or involves consideration or payments in excess of $250,000 after the date of this Agreement, of:; (iii) Each merger, business combination, acquisition, purchase, sale all Contracts with independent contractors or divestiture contract that contains representations, covenants, indemnities consultants (or other obligations (including “earnout” or other contingent payment obligationssimilar arrangements) that would reasonably be expected to result in the receipt of or making of future involve annual payments in excess of $100,000; (ii) each contract that grants any right 150,000, or in the case of first refusal Contracts with U.S. health care professionals $75,000, and are not cancelable without penalty or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other further payment and without more than provisions requiring notice of or consent to assignment by any counterparty thereto)60 days’ notice; (iii) each contract relating to outstanding Indebtedness (any Contract for the purchase of materials, supplies, goods, services, equipment or commitments or guarantees in respect thereof) of the Company other assets providing for annual payments by BSC or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess Seller of $50,000250,000 or more and is not cancelable without penalty or further payment and without more than 60 days’ notice; (iv) each employment contract to which the Company any employee collective bargaining Contract with any labor union, staff association, works council or a Subsidiary other body of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiariesemployee representatives; (v) each contract containing any non-competelease for personal property providing for annual rentals payable by BSC or any Seller of $250,000 or more and is not cancelable without penalty or further payment and without more than 60 days’ notice; (vi) any Contract concerning the establishment or operation of a partnership, non-solicit, exclusivity joint venture or limited liability company or other similar type agreement or arrangement; (vii) all Transferred IP Agreements; (viii) all leases in respect of provision the Leased Real Property and the Cork Purchaser Leased Facility; (ix) all Contracts that materially restricts limit or purport to limit the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) Business to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary geographic area or during any period of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiariestime; (x) each any Contract creating or granting a material vendorEncumbrance (other than Permitted Encumbrances) on any Purchased Asset; (xi) any other Contract with respect to the Business not made in the ordinary course of business which involved payments to or by BSC or any Seller in excess of $250,000 in the aggregate during the year ended December 31, supplier 2009 or third party consulting contemplates or similar contract not otherwise described involves payments to or by BSC or any Seller in excess of $250,000 in any 12 month period after the date of this Section 4.16(aAgreement; and (xii) that (A) cannot be voluntarily terminated all material Contracts pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company BSC or any of its Subsidiaries will be required to pay fees, expenses or other costs Affiliates provides services in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the CompanyBusiness. (b) CollectivelyBSC has delivered to Purchaser true and complete copies (including all amendments, the contracts set forth in Section 4.16(amodifications and waivers thereto) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to haveof each written Material Contract, individually or in the aggregate, and a Company description of each oral Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiariesif any), each Company . Each Material Contract (i) is legal, validvalid and binding on one or more of BSC and the Sellers and, binding and enforceable in accordance with its terms on to the Company and each Knowledge of its Subsidiaries that is a party thereto BSC, the counterparties thereto, and is in full force and effecteffect and (ii) upon consummation of the transactions contemplated by this Agreement, subjectexcept to the extent that any consents set forth in Section 3.02 of the Disclosure Schedule are not obtained, as to enforceability, to Creditors’ Rightsshall continue in full force and effect without penalty or other adverse consequence. Except as would not reasonably be expected to have, individually None of BSC or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries Sellers is in breach of, or default under under, any Company Material Contract norto which it is a party and, to the knowledge Knowledge of the CompanyBSC, is any (i) no other party to any such Company Material Contract is in breach of, or default thereunder. Complete under, any Material Contract and accurate copies (ii) no event has occurred which with notice or lapse of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to time would constitute a breach or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of default, or material default would permit termination, modification or acceleration, under any Company such Material Contract.

Material Contracts. (a) Except as set forth on Section 4.16(a3.16(a) of the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date of this Agreementhereof, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) none of the Company or any of its Subsidiaries is a party to or bound by any: (whether incurredA) Contract relating to indebtedness for borrowed money or to mortgaging, assumedpledging or otherwise placing a Lien on any material portion of their assets, guaranteed (B) Contract relating to any factoring, supplier, trade or secured by vendor financing or (C) Contract under which it has advanced or loaned any assetother Person (other than the Company or any of its Subsidiaries), in each case of the foregoing clauses (A) and (B), in an amount in excess of $50,000500,000, and in case of the foregoing clause (C), in an amount in excess of $250,000; (ii) guaranty of any financial obligation made on behalf of any Person other than the Company or any of its Subsidiaries or other guaranty, in each case, in an amount in excess of $250,000; (iii) Contract with respect to any interest rate, currency or other swap or derivative transaction (other than those between the Company and its Subsidiaries); (iv) each employment contract to which Contract involving any resolution or settlement of any actual or threatened Proceeding against the Company or any of its Subsidiaries involving (A) a Subsidiary payment in excess of $1,000,000 and entered into within the Company is a party other than employment contracts that can be terminated at last three (3) years or (B) any time with less than two days’ notice and without financial liability to material ongoing requirements or restrictions on the Company or any of its Subsidiaries; (v) Leased Real Property Leases and Landlord Leases; (vi) lease or agreement under which the Company or any of its Subsidiaries is lessee or lessor of, or holds or operates any material personal property owned by any other party, or permits any Third Party to hold or operate any material personal property owned or controlled by the Company or any of its Subsidiaries, in each contract containing case for which the annual rental exceeds $500,000; (vii) agreements (A) relating to any non-competepending or completed material business combination, non-solicitmerger, exclusivity acquisition or divestiture or similar type transaction by the Company or any of provision that materially restricts its Subsidiaries within the ability last three (3) years, (B) pursuant to which any of the Company or any of its Subsidiaries has remaining material obligations or liabilities relating to any completed material business combination, merger, acquisition or divestiture or similar transaction, or (including Parent upon consummation of C) giving any person the Transactions) right to compete acquire any material equity interests, stock, assets or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) businesses of the Company or any of its Subsidiaries after the date hereof; (viii) Contract concerning (A) the formation, creation, operation, management or control of any joint venture, partnership or similar agreement or other similar arrangement with a Third Party or (B) the ownership of their respective “associates” any equity interest in any entity or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 business other than the Subsidiaries of the Exchange Act)Company, on in each case that is material to the other handbusiness of the Company and its Subsidiaries, taken as a whole; (ix) each contract Contract pursuant to which (A) the Company or any of its Subsidiaries are licensed or otherwise permitted by a Third Party to use any Intellectual Property material to the business of the Company and its Subsidiaries, taken as a whole (other than non-exclusive licenses of “shrink-wrap”, “click-wrap” and “off-the-shelf” software, and non-exclusive licenses of other software that obligates is generally commercially available with one-time or aggregate annual license, maintenance, support and other fees of $500,000 or less per vendor) or (B) any Third Party is licensed or otherwise permitted to use any material Company Intellectual Property; (x) Contract which (A) expressly limits or prohibits the Company or any of its Subsidiaries from competing or freely engaging in business anywhere in the world, (B) purports to restrict the ability of Parent or its Subsidiaries (including the Surviving Corporation and its Subsidiaries) following the Effective Time to compete in any line of business or (C) contains any right of first refusal, right of first negotiation or offer, “most favored nation,” exclusivity or similar covenants that would materially restrict future business activity of the Company or any of its Subsidiaries following the Effective Time, excluding customary back-solicitation provisions; (xi) with respect to material Company Intellectual Property, any (A) Contract that limits the freedom or right of the Company or any of its Subsidiaries to indemnify use such Company Intellectual Property, (B) settlement Contract, consent-to-use or co-existence agreement or (C) Contract providing for the assignment, ownership, creation or development of such Company Intellectual Property (excluding employee and independent contractor agreements on the standard form of the Company or any past of its Subsidiaries which are entered into in the ordinary course of business); (xii) Contract between any Governmental Entity and the Company or present directorsany of its Subsidiaries; (xiii) collective bargaining agreement, officersneutrality agreement, card check agreement or employees any other Contract with any union, works council or other labor organization affecting any employee of the Company or any of its Subsidiaries; (xxiv) each material vendorContract between the Company or any of its Subsidiaries, supplier on the one hand, and any director or third party consulting officer of the Company or similar contract not otherwise described in this Section 4.16(aits Subsidiaries or any person beneficially owning 5% or more of the outstanding Shares, on the other hand (except for any Company Benefit Plan); (xv) that Contract with (A) cannot be voluntarily terminated pursuant each of the twenty (20) largest customers (measured by approximate dollar volume of sales by the Company and its Subsidiaries to such customers) of the Company and its terms within 60 days after Subsidiaries, in each case, for the Effective Time 12‑month period ending March 31, 2022 and (B) under suppliers of the Company and its Subsidiaries paid more than $1,800,000 for the 12-month period ending March 31, 2022; (xvi) Contract which restricts the payment of dividends or distributions in respect of any Equity Interests of the Company and its Subsidiaries; or (xvii) other than customer Contracts entered into in the ordinary course, any other Contract not covered by any other subsection hereof, which involves annual consideration in excess of $2,500,000; (b) The Company has delivered or made available to Parent or its Representatives, including by filing as exhibits to Company SEC Documents, as applicable, true and correct copies in all material respects of all written Contracts that are required to be set forth on Section 3.16(a) of the Company Disclosure Schedule (collectively, the “Company Material Contracts”), together with all material amendments, waivers or other changes thereto (but subject, in each case, to redactions of pricing and other competitively sensitive information to the extent required by Antitrust Law). (c) Except for those that have terminated or expired in accordance with their terms, and except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) each of the Company and its Subsidiaries have performed the obligations required to be performed by it and is reasonably expected not in default under, in breach of, nor in receipt of any written claim of default or breach under, any Company Material Contract, (ii) no event has occurred which, with the passage of time or the giving of notice or both, would result in a default or breach by the Company or any of its Subsidiaries will be required to pay feesunder any Company Material Contract and (iii) as of the date hereof, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary Knowledge of the Company. (b) Collectively, there is no breach or threatened breach by the contracts set forth other parties to any Company Material Contract. Except for those that have terminated or expired in Section 4.16(a) are herein referred to as the “Company Contracts.” Except accordance with their terms, and except as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding reasonably be expected to be material to the Company and each of its Subsidiaries), each Company Contract is legaltaken as a whole, valid, binding and enforceable in accordance with its terms on all of the Company Material Contracts are valid and each of its Subsidiaries that is a party thereto and is in full force and effecteffect and constitute legal, valid and binding obligations of the Company or its Subsidiaries party thereto, and are enforceable against the Company or its Subsidiaries party thereto in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to havegeneral principles of equity), individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract norand, to the knowledge Knowledge of the Company, is any constitute legal, valid and binding obligations of the other party or parties thereto, enforceable against such party or parties in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to any such Company Contract in breach or default thereunder. Complete and accurate copies enforceability, to general principles of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contractequity).

Material Contracts. (a) Except for the contracts described in or filed as an exhibit to the Company SEC Documents or set forth in Section 4.16(a) 3.13 or Section 3.18 of the Company Disclosure Letter sets forth Schedule (collectively, the “Material Contracts”), neither Company nor any of its Subsidiaries is a true and complete list, as party to or is bound by any of the date of this Agreement, offollowing: (i) Each merger, business combination, acquisition, purchase, sale any contract or divestiture contract that contains representations, covenants, indemnities or agreement entered into other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result than in the receipt ordinary course of business consistent with past practice for the acquisition of the securities of or making any material portion of future payments in excess the assets of $100,000any other Person or entity; (ii) each any contract that grants any right or agreement for the purchase of first refusal or right services in excess of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment $100,000 which cannot be cancelled by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries without penalty or further payment or without more than 45 days’ notice; (whether incurrediii) any contract, assumed, guaranteed agreement or secured by any asset) instrument in excess of $50,000; (iv) each employment contract to which 100,000 that expires or may be renewed at the Company or a Subsidiary option of the Company is a party any Person other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries so as to expire more than one year after the date of this Agreement; (including Parent upon consummation iv) any material contract with any independent contractor or consultant (or similar arrangement) which is not cancelable without penalty and without more than thirty (30) days’ notice; (v) any trust indenture, mortgage, promissory note, loan agreement or other contract, agreement or instrument for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the Transactions) type required to compete be capitalized in accordance with GAAP, in each case, where Company or otherwise engage in any line of business its Subsidiaries is a lender, borrower or with any Person or geographic areaguarantor; (vi) each any contract pursuant to which or agreement limiting the Company or any Subsidiary freedom of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” employees to engage in any line of business or “immediate family” members to compete with any other Person; (as such terms are defined vii) any contract or agreement with any Affiliate of Company; (viii) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person other than those entered into in Rule 12b-2 and Rule 16a-1 the ordinary course of the Exchange Act), on the other handbusiness; (ix) any material agreement which would be terminable other than by Company or its Subsidiaries or under which a payment obligation would arise or be accelerated, in each contract that obligates case as a result of the consummation of the transactions contemplated by this Agreement; (x) any material alliance, cooperation, joint venture, stockholders’ partnership or similar agreement; (xi) any broker, distributor, dealer, agency, sales promotion, market research, market consulting or advertising agreement involving in excess of $100,000 (other than software licenses entered into in the ordinary course of business); (xii) any material research, development, sales representative, marketing or reseller agreement, or any service, support or maintenance agreement related to the business or technology of Company or any of its respective Subsidiaries; (xiii) any material agreement, option or commitment or right with, or held by, any Third Party to acquire, use or have access to any assets or properties, or any interest therein, of Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees (other than software licenses entered into in the ordinary course of the Company or any of its Subsidiariesbusiness); (xxiv) each any material vendoragreement that affects or relates to Company IP, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated including, without limitation, any material agreement pursuant to its terms within 60 days after which any person or entity is authorized to use or has an ownership or security interest in any Company IP; (xv) any material contract or agreement which would require any consent or approval of a counterparty as a result of the Effective Time and (B) under which it is reasonably expected consummation of the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Timetransactions contemplated by this Agreement; and (xixvi) each “material contract” (as such term is defined in Item 601(b)(10) any other contract the loss of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the which would have a Company or any Subsidiary of the CompanyMaterial Adverse Effect. (b) CollectivelyCompany and each of its Subsidiaries have performed all of the obligations required to be performed by them and are entitled to all accrued benefits under, the contracts set forth and are not alleged to be in Section 4.16(a) are herein referred default in respect of, each Material Contract to as the “which Company Contracts.” Except or any Subsidiary is a party or by which Company or any Subsidiary is bound, except as would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding Effect. Each of the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and Material Contracts is in full force and effect, subjectwithout amendment (other than as disclosed in Section 3.13 of the Company Disclosure Schedule), and there exists no default or event of default or event, occurrence, condition or act, with respect to Company or any of its Subsidiaries or, to the knowledge of Company, with respect to any other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or condition, would become a default or event of default under any Material Contract, except, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effectbe material to Company. True, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete correct and accurate complete copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) Material Contracts have been furnished to or otherwise made available to Parent. Neither Parent or filed as exhibits to the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractSEC Documents.

Material Contracts. (a) Section 4.16(aSchedules 2.15(a)(i) through (xx) of the Company Disclosure Letter sets set forth a true and complete list, as list of each of the date of this Agreementfollowing Contracts to which the Company is a party, of:in each case identified by the applicable sub-section (“Material Contracts”): (i) Each merger, business combination, acquisition, purchase, sale any Contract providing for payments by or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result Seller in the receipt of or making of future payments period since January 1, 2008 in excess an aggregate amount of $100,00010,000 or more; (ii) each contract any Contract with any advertiser or agency for the purchase, licensing, or sale of any Company Products or other advertising or services, including ad insertion orders, click through agreements, or other purchasing arrangements; (iii) any Contract with any publisher with respect to the publication or display of Company Products or other advertising, and any Contract granting any third party the right to market or sell any Company Products, or relating to the advertising or promotion of the business of the Company or pursuant to which any third parties advertise on any websites operated by the Company; (iv) (1) any joint venture Contract, (2) any Contract that grants involves a sharing of revenues, profits, cash flows, expenses or losses with other Persons (other than Contracts with Publishers identified in response to Section 2.15(a)(ii) or (3) any right Contract that involves the payment of first refusal royalties to any other Person; (v) any Contract for or right relating to the employment or service of first offer any director or officer or any other type of Contract with any of its directors or officers, as the case may be; (vi) any agreement 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, or containing any non-competition covenants or other restrictions relating to the Company Products or Company Intellectual Property; or that limits the ability freedom of the CompanyCompany to 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 Company Intellectual Property, or to make use of any Company Intellectual Property Rights; (vii) other than “shrink wrap” and similar generally available commercial end-user licenses to software that have an individual acquisition cost of $1,000 or less, all licenses, sublicenses and other Contracts to which Seller is a party and pursuant to which Seller acquired or is authorized to use any Third Party Intellectual Property Rights used in the development, marketing or licensing of the Seller Products; (viii) any license, sublicense or other Contract to which Seller is a party and pursuant to which any Person is authorized to use any Company Intellectual Property; (ix) any license, sublicense or other Contract pursuant to which Company has agreed to any restriction on the right of Company to use or enforce any Company Owned Intellectual Property Rights or pursuant to which Company agrees to encumber, transfer or sell rights in or with respect to any Company Owned Intellectual Property Rights; (x) any Contracts relating to the membership of, or participation by, the Company in, or the affiliation of the Company with, any Subsidiary industry standards group or association; (xi) any Contract providing for the development of any of the any software, technology or Intellectual Property Rights, independently or jointly, either by or for Company (other than employee invention assignment agreements and consulting agreements with Authors on Company’s standard form of agreement, copies of which have been made available to Acquirer’s counsel); (xii) any confidentiality, secrecy or non-disclosure Contract other than any such Contract entered into by Seller in the ordinary course of business consistent with past practice; (xiii) any Contract to license or authorize any third party to manufacture or reproduce any of the Company Products or Company Intellectual Property; (xiv) any agreement containing any support, maintenance or service obligation or cost on the part of Company; (xv) any settlement agreement; (xvi) 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 connection with or as a result of the execution of this Agreement or the consummation of the Merger or other transactions contemplated hereunder, either alone or in combination with any other event; (xvii) any Contract pursuant to which the Company agrees to provide any Intellectual Property or other indemnity that is not capped at the fees paid or payable to the Company; (xviii) 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 of their respective Affiliates options, warrants, convertible notes or other rights to own, operate, sell, transfer, pledge purchase or otherwise dispose acquire any such shares of any businessesstock, other securities or assets (options, warrants or other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereofrights therefor, except for the repurchase rights disclosed on Schedule 2.2(a) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000Disclosure Letter; (ivxix) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time Contract with less than two days’ notice and without financial liability to the Company any labor union or any of collective bargaining agreement or similar contract with its Subsidiariesemployees; (vxx) each contract containing any non-competeContract with any Governmental Entity, non-solicitany Company Authorization, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or Contract with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officersgovernment prime contractor, or employees of the Company higher-tier government subcontractor, including any indefinite delivery/indefinite quantity contract, firm-fixed-price contract, schedule contract, blanket purchase agreement, or any of its Subsidiaries; task or delivery order (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the CompanyGovernment Contract”). (b) Collectively, the contracts set forth Unless otherwise provided in Section 4.16(a2.15(b) of the Company Disclosure Letter, all Material Contracts are herein referred in written form. The Company has performed all of the obligations required to as the “Company Contracts.” Except as would not reasonably be expected performed by it and, subject to havecompliance by third parties, individually or in the aggregateis entitled to all benefits under, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding not alleged to be in default in respect of, any Material Contract. Each of the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and Material Contracts is in full force and effect, subjectsubject only to the effect, as if any, of applicable bankruptcy and other similar laws 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 enforceabilitythe Company or to the Company’s knowledge, with respect to Creditors’ Rights. Except as any other contracting party, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would not reasonably be expected to have, individually (i) become a default or in the aggregate, a Company Material Adverse Effect, neither the Company nor any event of its Subsidiaries is in breach or default under any Company Material Contract noror (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 delivery schedule under any Material Contract, (C) the knowledge right to accelerate the maturity or performance of any obligation of the CompanyCompany under any Material Contract, is or (D) the right to cancel, terminate or modify any Material Contract. The Company has not received any notice or other party communication regarding any actual or possible violation or breach of, default under, or intention to cancel or modify any such Material Contract. The Company Contract in breach or default thereunderhas no Liability for renegotiation of Government Contracts. Complete Correct and accurate complete copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) Material Contracts have been furnished to or otherwise made available to Parent. Neither Acquirer prior to the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractAgreement Date.

Material Contracts. (a) Section 4.16(a) 2.19 of the Company Disclosure Letter sets forth contains a true and complete list, as list of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets all Contracts (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iiiCompany Employee Plans) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a any Company Subsidiary of the Company is a party to or bound, on the one hand, and a third party is a party to or bound, on the other than employment contracts hand, and that can be terminated at fall within any time of the following categories (each, a “Material Contract”): (a) each Contract with less than two days’ notice and without financial liability to a customer or distributor for the sale or license by the Company or any Company Subsidiary of its Subsidiariesmaterials, supplies, goods, products, services, technology or other assets involving annual payments to the Company and the Company Subsidiaries in excess of $500,000; (vb) each contract containing Contract with a supplier or other vendor for the purchase or license by the Company or any non-competeCompany Subsidiary of materials, non-solicitsupplies, exclusivity goods, products, services, technology or similar type other assets involving annual payments by the Company or the Company Subsidiaries in excess of provision that materially $500,000; (c) each Contract involving the exclusive license of Intellectual Property owned by the Company or any Company Subsidiary not terminable at the Company’s or Company Subsidiary’s election; (d) each Contract, other than any Contract listed in Section 2.9 of the Company Disclosure Letter, (i) which limits or restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) Company Subsidiary to engage or to compete or otherwise engage in any line of business or with any Person generally or in any geographic area; , or (viii) each contract pursuant which could reasonably be expected to which so limit the freedom of the Company or any Subsidiary of Affiliate after the Effective Time based solely on facts attributable to the Company may be obligated or its Affiliates immediately prior to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)Effective Time; (viie) each lease (whether of real or personal property) providing for annual rentals in excess of $50,000; (f) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement venture or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries)arrangement; (viiig) each contract between Contract relating to the acquisition or among 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 Subsidiary 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 CompanyCompany 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), on the one hand, and with any officer, director or Affiliate (other than a wholly-owned Subsidiary officer of the CompanyCompany 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 of its Subsidiaries or Company Subsidiary to make any of their respective “associates” or “immediate family” members (payment as such terms are defined in Rule 12b-2 and Rule 16a-1 a result of the Exchange Act)transactions contemplated by this Agreement, on the other hand; (ix) each contract that obligates the Company termination of employment or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as both. Each such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subjectand is valid, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually binding and enforceable against the Company or in the aggregate, a Company Material Adverse EffectSubsidiary party thereto in accordance with its terms, neither 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 of its Subsidiaries Company Subsidiary is in breach or default under or in material breach of any Company Contract norMaterial Contract, and to the knowledge Knowledge of the Company, is any other no third party to any Material Contract is in default under or in material breach of such Material Contract. The Company Contract in breach or default thereunderthe Company Subsidiary party thereto has performed and is performing all material obligations required to be performed by it under the Material Contracts. Complete The Company has not received any written notice of an intention to terminate any of the Material Contracts by any of the parties to any of the Material Contracts. True and accurate complete copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) Material Contracts have been furnished to provided or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of Acquiror (or material default under any Company ContractAcquiror’s Representatives).

Material Contracts. (a) Section 4.16(a) 2.10 of the Company Disclosure Letter sets forth Schedule is a true correct and complete list, as list of the date of this Agreementfollowing currently effective Company Contracts (each, of:a “Company Material Contract” and, collectively, “Company Material Contracts”): (ia) Each merger, business combination, acquisition, purchase, sale or divestiture contract each Company Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in constitutes the receipt of or making of future payments in excess of $100,000Company Leases and the Company Ancillary Lease Documents; (iib) each contract that grants any right Company Contract for the purchase of first refusal materials, supplies, goods, services, equipment or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or other assets (other than provisions requiring notice of or consent to assignment for annual payments by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries of, or pursuant to which in the last year the Company or any of its Subsidiaries paid, in the aggregate, $500,000 or more; (c) each Company Contract for the sale of materials, supplies, goods, services, equipment or other assets for annual payments to the Company of, or pursuant to which in the last year the Company or any of its Subsidiaries received, in the aggregate, $500,000 or more; (d) each Company Contract that relates to any partnership, joint venture, strategic alliance or other similar Contract; (e) each Company Contract relating to Indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), except for Contracts relating to Indebtedness in an amount not exceeding $500,000 in the aggregate; (f) each Company Contract that provides for any employment, severance, retention, transaction bonus, change in control, consulting or other similar agreement between: (i) the Company or any of its Subsidiaries, on the one hand, and (ii) any employee, director or other individual service provider of the Company or its Subsidiaries, on the other hand, other than any such Contract that is terminable “at will” or without any obligation in excess of $50,000100,000 on the part of the Company or any of its Subsidiaries to make any severance, bonus, termination, change in control or similar payment or to provide any other benefit with a value in excess of $100,000 (other than benefits required to be provided by applicable Law); (ivg) each employment contract to Company Contract which by its terms limits in any respect (i) the localities in which all or any significant portion of the business and operations of the Company or a Subsidiary any Affiliate of the Company is a party other than employment contracts (which will include Parent after the Effective Time), or (ii) the right of the Company or any Affiliate of the Company (which will include Parent after the Effective Time) to compete with any Person; (h) each Company Contract in respect of any Company Intellectual Property that can be terminated at provides for annual payments of, or pursuant to which in the last year the Company or any time with less than two days’ notice and without financial liability to of its Subsidiaries paid or received, in the aggregate, $500,000 or more; (i) each Company Contract containing any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any of its Subsidiaries; (vj) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or Contract with any Person or geographic areaGovernmental Authority; (vik) each contract pursuant to which the Company Contract with (a) an executive officer or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” such executive officer’s or “director’s immediate family” members family members, (as such terms are defined in Rule 12b-2 and Rule 16a-1 b) an owner of more than five percent (5%) of the Exchange voting power of the outstanding capital stock of the Company, or (c) to the Knowledge of the Company, any “related person” (within the meaning of Item 404 of Regulation S-K under the Securities Act) of any such officer, director or owner (other than the Company or any of its Subsidiaries), on the other hand; (ixl) each contract Company Contract that obligates gives rise to any material payment or benefit as a result of the performance of this Agreement or any of the other Contemplated Transactions; (m) each Company Contract relating to the acquisition or disposition of any material interest in, or any material amount of, property or assets of the Company or any of its Subsidiaries or for the grant to indemnify any past or present directors, officers, or employees Person of the Company or any preferential rights to purchase any of its Subsidiaries;assets, other than in the Ordinary Course of Business; or (xn) any other each material vendor, supplier Company Contract (or third party consulting group of related agreements) the performance of which requires aggregate payments to or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected from the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and 500,000. The Company has delivered or made available to Parent accurate and complete (xiexcept for applicable redactions thereto) each “material contract” (copies of all Company Material Contracts, including all amendments thereto. There are no Company Material Contracts that are not in written form. Except as such term is defined in Item 601(b)(10) set forth on Section 2.10 of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or Disclosure Schedule, neither the Company nor any Subsidiary of Parent has, nor, to the Knowledge of the Company. (b) Collectively, any other party to a Company Material Contract, has breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the contracts set forth material terms or conditions of any Company Material Contract in Section 4.16(a) are herein referred to as the “Company Contracts.” Except such manner as would not permit any other party to cancel or terminate any such Company Material Contract, which has had or would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding Effect. As to the Company and each of its Subsidiaries), as of the date of this Agreement, each Company Material Contract is legal, valid, binding binding, enforceable and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subjectsubject to: (i) Laws of general application relating to bankruptcy, as to enforceabilityinsolvency and the relief of debtors; and (ii) rules of Law governing specific performance, to Creditors’ Rightsinjunctive relief and other equitable remedies. Except as would The consummation of the Contemplated Transactions will not reasonably be expected to have, individually (either alone or upon the occurrence of additional acts or events) result in the aggregate, a Company Material Adverse Effect, neither any material payment or payments becoming due from the Company nor or the Surviving Corporation to any of its Subsidiaries is in breach or default Person under any Company Material Contract nor, or give any Person the right to terminate or materially alter the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice provisions of any material violation of or material default under any Company Material Contract.

Material Contracts. (a) Except for contracts listed in Section 4.16(a4.18(a) of the Company Disclosure Letter sets forth a true and complete listLetter, this Agreement or contracts filed as exhibits to the Company SEC Documents, as of the date of this Agreement, ofneither Company nor any Company Subsidiary is a party to or bound by any contract that, as of the date hereof: (i) Each merger, business combination, acquisition, purchase, sale is a “material contract” as defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act or divestiture any contract that contains representationsis required to be filed as an exhibit to the Company SEC Documents pursuant to Item 601(b)(2), covenants(4), indemnities (9) or other obligations (including “earnout” or other contingent payment obligations10) that would reasonably be expected to result in of Regulation S-K promulgated under the receipt Securities Act (but, for the avoidance of or making of future payments in excess of $100,000doubt, no Company Benefit Plan); (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the obligates Company or any of their respective Affiliates Company Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets make non-contingent aggregate annual expenditures (other than provisions requiring notice principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in excess of $500,000 and is not cancelable within ninety (90) days without material penalty to Company or consent to assignment by any counterparty thereto)Company Subsidiary, except for any Company Lease or any ground lease affecting any Company Property; (iii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area that restricts or limits in any respect the business of Company or any Company Subsidiary (or, that, following the Closing, would so restrict or limit in any respect Parent or any of its Affiliates), or that otherwise restricts or limits, in each contract relating case, in any material respect, the lines of business conducted by Company or any Company Subsidiary or the geographic area in which Company or any Company Subsidiary may conduct business (or, that, following the Closing, would so restrict or limit in any respect Parent or any of its Affiliates), other than any broker agreement, ground lease or exclusive lease provisions and other similar leasing restrictions entered into by Company and Company Subsidiaries in the ordinary course of business; (iv) is an agreement that obligates Company or any Company Subsidiary to outstanding indemnify any past or present directors, officers, trustees, employees and agents of Company or any Company Subsidiary pursuant to which Company or a Company Subsidiary is the indemnitor (other than the Company Charter and Company Bylaws and the Organizational Documents of the Company Subsidiaries); (v) constitutes an Indebtedness obligation (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; with a principal (ivor committed) each employment contract to which the Company or a Subsidiary amount as of the Company is date hereof greater than $500,000, or that mortgages, pledges or otherwise places a party other than employment contracts that can be terminated at Lien on any time with less than two days’ notice and without financial liability to portion of the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability assets of the Company or any Company Subsidiary, other than (x) any contract in respect of its Subsidiaries a ground lease or retail lease or obligations thereunder (including Parent upon consummation y) surety or performance bonds, letters of credit or similar agreements entered into in the Transactions) to compete or otherwise engage in any line ordinary course of business and consistent with past practice in each case to the extent not drawn upon and (z) any contract solely among or with any Person or geographic areabetween Company and its wholly owned Subsidiaries; (vi) each contract pursuant to which (A) is an agreement entered into on or after November 1, 2021 for the acquisition, disposition, assignment, transfer or ground leasing (whether by merger, purchase or sale of assets or otherwise) of assets or real properties with a fair market value in excess of $500,000 or (B) is an agreement for the acquisition, disposition, assignment, transfer or ground leasing (whether by merger, purchase or sale of assets or otherwise) of assets or real properties that contains any material ongoing obligations binding on Company or any Subsidiary Company Subsidiary, in each case of the clause (A) and (B), other than Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or Leases (other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notesthan ground leases); (vii) each partnershipconstitutes an interest rate cap, joint ventureinterest rate collar, limited liability company, grantor trust, strategic alliance agreement interest rate swap or other similar contract or agreement relating to which the Company a hedging or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries)derivatives transaction; (viii) each contract between provides for the governance, operational or among the financial terms of any joint venture, partnership, limited liability company with a Company Third Party member or strategic alliance of Company or any Subsidiary of Company Subsidiary, including the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other handDownREIT Agreements; (ix) each contract that obligates the constitutes a loan to any Person (other than a wholly owned Company Subsidiary) by Company or any of its Subsidiaries Company Subsidiary (other than advances made pursuant to indemnify and expressly disclosed in Company Leases or pursuant to any past or present directorsdisbursement agreement, officersdevelopment agreement, or employees development addendum entered into in connection with a Company Lease with respect to the development, construction, or equipping of Company Properties or the funding of improvements to Company or any Properties) in an amount in excess of its Subsidiaries;$250,000; or (x) each material vendor, supplier or third party consulting or similar contract not otherwise described constitutes a tenancy-in-common agreement among the tenants in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected common of the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation STenancies-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Companyin-Common. (b) Collectively, Each contract in any of the contracts categories set forth in Section 4.16(a4.18(a) are herein to which Company or any Company Subsidiary is a party or by which it is bound is referred to herein as the a “Company ContractsMaterial Contract.” Company has made available to Parent correct and complete copies of all Company Material Contracts as of the date of this Agreement (including all material amendments or supplements thereto). (c) Except as would not reasonably be expected to haveas, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries)Effect, each Company Material Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries Company Subsidiary that is a party thereto and, to the Knowledge of Company, each other party thereto, and is in full force and effect, subjectexcept as may be limited by bankruptcy, as to enforceabilityinsolvency, to Creditorsreorganization, moratorium or other similar Laws affecting creditors’ Rightsrights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Except as as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, Company and each Company Subsidiary has performed all obligations required to be performed by it under each Company Material Contract and, to the Knowledge of Company, each other party thereto has performed all obligations required to be performed by it under such Company Material Contract. None of Company or any Company Subsidiary, nor, to the Knowledge of Company, any other party thereto, is in breach or violation of, or default under, any Company Material Contract, and no event has occurred that, with notice or lapse of time or both, would constitute a violation or breach of, or default under, any Company Material Contract, except where in each case such breach, violation or default is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. There are no disputes pending or, to Company’s Knowledge, threatened with respect to any Company Material Contract, and neither the Company nor any Company Subsidiary has received notice of its Subsidiaries is in breach any violation of or default or termination under any Company Contract norMaterial Contract, in each case except as would not, individually or in the aggregate, reasonably be expected to the knowledge of the Company, is any other party to any such have a Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractMaterial Adverse Effect.

Material Contracts. (a) Except for this Agreement or as set forth in Section 4.16(a) 3.16 of the Company Disclosure Letter sets forth a true and complete listSchedules, as of the date of this AgreementAgreement Date, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary none of the Company or any of their respective Affiliates the Company Subsidiaries is a party to ownor bound by (each a “Company Material Contract”): (i) any Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice those agreements and arrangements described in Item 601(b)(10)(iii); (ii) any Contract with a related person (as defined in Item 404 of or consent Regulation S-K of the Securities Act) that would be required to assignment by any counterparty thereto)be disclosed in the Company SEC Reports but has not been disclosed; (iii) each contract relating any Contract that contains a put, call, right of first refusal or similar right pursuant to outstanding Indebtedness (or commitments or guarantees in respect thereof) of which the Company or any Company Subsidiary could be required to purchase or sell, or offer for purchase or sale of its Subsidiaries any business, stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise), in each case involving amounts in excess of $1,000,000; (iv) any Contract relating to the borrowing or lending of Indebtedness in a principal amount in excess of $500,000 (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000); (ivv) each employment contract any Contract that is a settlement, conciliation or similar agreement between the Company or any Company Subsidiary and any Governmental Authority pursuant to which the Company or a Company Subsidiary will be required after the date of the Company is a party other than employment contracts that can be terminated at this Agreement to pay any time with less than two days’ notice and without financial liability to material monetary obligations; (vi) any Contract between the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the CompanySubsidiary, on the one hand, and any officerthird Person, director on the other hand (A) materially limiting the freedom or Affiliate (other than a wholly-owned Subsidiary of the Company) right of the Company or any of its Subsidiaries Company Subsidiary (or, following the Closing, Parent or any of their respective its Affiliates) to engage in any line of business or to compete with any other Person in any location or line of business, (B) containing any “associatesmost favored nations” or “immediate family” members terms and conditions (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ixincluding with respect to pricing) each contract that obligates granted by the Company or any of its Subsidiaries to indemnify any past or present directors, officersCompany Subsidiary, or employees (C) containing exclusivity obligations or otherwise materially limiting the freedom or right of the Company or any of its Subsidiaries; Company Subsidiary (x) each material vendoror, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after following the Effective Time and (B) under which it is reasonably expected the Company Closing, Parent or any of its Subsidiaries will be required Affiliates) to pay feessolicit, expenses sell, distribute or manufacture any products or services or any technology or other costs in excess of $50,000 following the Effective Time; andassets to or for any other Person; (xivii) each “material contract” (as such term any Contract that requires by its terms or is defined in Item 601(b)(10) reasonably expected to require the payment or delivery by the counterparty thereto of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect cash or other consideration to the Company or any Company Subsidiary in an amount having an expected value in excess of $1,000,000 in the fiscal year ending December 31, 2024 or by the Company or any Company Subsidiary in an amount having an expected value in excess of $1,000,000 in the fiscal year ending December 31, 2024 and, in each case, (A) which cannot be cancelled by the Company or such Company Subsidiary without penalty or further payment without more than sixty (60) days’ notice and (B) excluding commercially available off-the-shelf software licenses and software-as-a-service offerings, in each case entered into in the ordinary course of business consistent with past practice; (viii) any Contract between the Company or any Company Subsidiary and a third Person (A) relating to the disposition of any assets or business of the Company and the Company Subsidiaries with a fair market value in excess of $2,000,000 or (B) relating to the acquisition of any assets or business of, or ownership interests in, any third Person with a fair market value in excess of $2,000,000, in each case of clauses (A) and (B), whether by merger, sale of stock or assets or otherwise, and that contains continuing indemnities or other material obligations or any continuing “earn-out” or other contingent payment obligation on the part of the Company or any Company Subsidiary; (ix) any Contract between the Company or any Company Subsidiary and any third Person that establishes a joint venture, partnership or limited liability company; (x) any Contract that by its express terms requires the Company or any Company Subsidiary, or any successor to, or acquirer of, the Company or any Company Subsidiary, to make any material payment to another Person as a result of a change of control of the Company or any such Company Subsidiary (a “Change of Control Payment“) or gives another Person a right to receive or elect to receive a Change of Control Payment; (xi) any Contract that prohibits the declaration or payment of dividends or distributions in respect of the capital stock of the Company or any Company Subsidiary, the pledging of the capital stock or other equity interests of the Company or any Company Subsidiary or the issuance of any guaranty by the Company or any Company Subsidiary; (xii) any Contract (excluding in each case Contracts entered into in the ordinary course of business consistent with past practice) pursuant to which (a) both (i) the Company or any Company Subsidiary is granted a license to, including any covenant not to sue under, any material Intellectual Property Right owned by any third party that is necessary for or used by the Company or any Company Subsidiary in their respective businesses as currently conducted, and (ii) that requires by its terms or is reasonably expected to require the payment or delivery by the Company or any Company Subsidiary in an amount having an expected value in excess of $1,000,000 in the fiscal year ending December 31, 2024, or (b) both (i) the Company or any Company Subsidiary grants a third party a license to, including any covenant not to sue under, any material Company Intellectual Property and (ii) that requires by its terms or is reasonably expected to require the payment or delivery by the counterparty thereto of cash or other consideration to the Company or any Company Subsidiary in an amount having an expected value in excess of $1,000,000 in the fiscal year ending December 31, 2024; (xiii) any CBA; (xiv) any Contract with any supplier that involved the payment of more than $1,000,000 in the Company’s last fiscal year; (xv) any material Contract with any university or other academic institution, research center, international organization or Governmental Authority having an expected value in excess of $1,000,000 in the fiscal year ending December 31, 2024, or in any single fiscal year thereafter, other than any sponsored research agreements, clinical trial site agreements, material transfer agreements, sponsorship agreements or grant agreements entered into in the ordinary course of business; (xvi) any Contract that indemnifies any director or executive officer of the Company or any Company Subsidiary (other than any indemnification provisions set forth in the certificate of incorporation or bylaws or comparable governing documents of the Company or any Company Subsidiary or Contracts entered into on substantially the same form as the Company’s standard forms previously made available to Parent) or (xvii) any Contract that requires any capital commitment or capital expenditure (or series of capital expenditures) by the Company or any Company Subsidiary after the date hereof in an amount in excess of $2,000,000 in the aggregate. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would has not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect had and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither each of the Contracts to which the Company or any of the Company Subsidiaries is a party is in full force and effect, and represents a valid and binding obligation of the Company or a Company Subsidiary, enforceable in accordance with its terms against the Company or the Company Subsidiary (as the case may be) and, to the Knowledge of the Company, any other party thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in Law or equity). Neither the Company nor any of its Subsidiaries Company Subsidiary is in breach of or default default, with or without notice, lapse of time or both, under any Contract to which the Company Contract or any of the Company Subsidiaries is a party, nor, to the knowledge of the Company’s Knowledge, is any other party to any such Company Contract in Contract, excluding, however, any breach or default thereunder. Complete and accurate copies of each which has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractMaterial Adverse Effect.

Material Contracts. (a) Section 4.16(aExcept for (i) this Agreement, (ii) agreements or Contracts contemplated by this Agreement or the Transactions and (iii) the Contracts specifically identified in Schedule 3.10 of the Company Disclosure Letter sets forth (with each of such Contracts specifically identified under subsection(s) of such Schedule 3.10 that correspond to the Subsection or Subsections of this Section 3.10(a) applicable to such Contract), neither the Company nor any Subsidiary is a true and complete list, as party to or bound by any of the date of this Agreementfollowing Contracts (each, of:a “Material Contract”): (i) Each merger(A) any management service, business combinationpartnership or joint venture Contract, acquisition(B) any Contract that involves a sharing of revenues, purchaseprofits, sale cash flows, expenses or divestiture contract losses with other Persons and (C) any Contract that contains representations, covenants, indemnities or involves the payment of royalties to any other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000Person; (ii) each contract that grants any right of first refusal Contract with a (A) Significant Customer or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)B) Significant Supplier; (iii) each contract any continuing Contract for the purchase, sale or license of materials, supplies, equipment, services, software, Intellectual Property or other assets involving, in the case of any such Contract, payments to the Company or any Subsidiary of more than $150,000 per year, or by the Company or any Subsidiary of more than $150,000 per year; (iv) any Contract that expires or may be renewed at the option of any Person other than the Company or its Subsidiaries so as to expire more than one year after the Agreement Date; (v) any distributor, original equipment manufacturer, reseller, value added reseller, sales, advertising, agency or manufacturer’s representative Contract; (vi) 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, exclusivity or other similar restrictions relating to outstanding Indebtedness the Company Products or Company-Owned Intellectual Property, or (C) that limits or commitments or guarantees in respect thereof) would limit the freedom of the Company or any of its Subsidiaries successors, assigns or Affiliates to (whether incurred1) engage or participate, assumedor compete with any other Person, guaranteed in any line of business, market or secured by geographic area with respect to the Company Products or the Company Intellectual Property or (2) sell, distribute or manufacture any asset) in excess of $50,000products or services or to purchase or otherwise obtain any software, components, parts or services; (ivvii) each employment contract all licenses, sublicenses and other Contracts to which the Company or a any Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated acquired or is authorized to issue or repurchase use any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)Third-Party Intellectual Property, except for Standard Inbound IP Licenses; (viiviii) each partnershipany license, joint venture, limited liability company, grantor trust, strategic alliance agreement sublicense or other similar agreement Contract to which the Company or a Subsidiary of the Company is a party (other and pursuant to which any Person is authorized to use any Company-Owned Intellectual Property Rights except for Standard Outbound IP Licenses in which the aggregate value of such license is less than any such agreement solely between or among the Company and its wholly-owned Subsidiaries)$150,000; (viiiix) each contract between any license, sublicense or among other Contract pursuant to which the Company or any Subsidiary has agreed to any restriction on the right of the Company to use or enforce any Company, on -Owned Intellectual Property Rights (excluding nonexclusive rights or licenses) or pursuant to which the one hand, and Company or any officer, director or Affiliate Subsidiary agrees to encumber (other than a whollyPermitted Encumbrances), transfer or sell rights in or with respect to any Company-owned Owned Intellectual Property; (x) any Contract providing for the development of any software, technology or Intellectual Property Rights, independently or jointly, either by or for the Company or any Subsidiary of (other than employee invention assignment agreements and consulting agreements with Authors on the Company’s standard form of agreement, copies of which have been provided to Parent); (xi) any confidentiality, secrecy or non-disclosure Contract other than any such Contract entered into by the Company or any Subsidiary in the ordinary course of business consistent with past practice; (xii) any agreement of indemnification or warranty or any Contract containing any support, maintenance or service obligation or cost on the part of the Company or any Subsidiary (other than under its unmodified form of its Subsidiaries standard customer or any distributor agreement, the form of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Actwhich has been provided to Parent), on the other hand; (ixxiii) each contract that obligates any settlement agreement with respect to any Action; (xiv) any standstill or similar agreement containing provisions prohibiting a third party from purchasing Equity Interests of the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees assets of the Company or any of its Subsidiaries; (x) each material vendor, supplier Subsidiary or third party consulting otherwise seeking to influence or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected exercise control over the Company or any Subsidiary; (xv) any Contract or plan (including any stock option, merger and/or stock bonus plan) relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of Company Capital Stock or any other securities of the Company or any Subsidiary 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 (if any) disclosed on Schedule 3.5(a), Schedule 3.5(b)-1 and Schedule 3.5(c) of the Company Disclosure Letter; (xvi) any Contract with any labor union or any collective bargaining agreement or similar Contract with its Subsidiaries Employees; (xvii) any separation agreement, settlement agreement with any Employee, under which the Company or any Subsidiary has any current actual or potential Liability, as well as any settlement agreement, consent decree, or other similar agreement with any Governmental Entity; (xviii) any employment Contract or offer letter with any Employee, or beneficial owner of more than 5% of the total shares of Company Capital Stock that is not immediately terminable at-will be by the Company without notice, severance, or other cost or Liability; (xix) any Contract providing for retention payments, change of control payments, severance, accelerated vesting or any other payment or benefit that may or will become due as a result of the Merger; (xx) 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 pay feesbe capitalized in accordance with GAAP; (xxi) any Contract of guarantee, expenses support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or indebtedness of any other costs Person, including any Contract mortgaging, pledging or otherwise placing an Encumbrance (other than Permitted Encumbrances) on any material portion of the assets of the Company; (xxii) any Contract for capital expenditures in excess of $50,000 in the aggregate; (xxiii) any Contract pursuant to which the Company or any Subsidiary is a lessor or lessee of any real property or any machinery, equipment, motor vehicles, office furniture, fixtures or other tangible personal property involving expenditures in excess of $50,000 per annum; (xxiv) any Contract with any investment banker, broker, advisor or similar party retained by the Company, in connection with this Agreement and the Transactions; (xxv) any Contract pursuant to which the Company or any Subsidiary has acquired a business or entity, or assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, exclusive license or otherwise, or any Contract pursuant to which it has any material ownership interest in any other Person; (xxvi) any Contract with any Governmental Entity, any Company Authorization, or any Contract with a government prime contractor, or higher-tier government subcontractor, including any indefinite delivery/indefinite quantity contract, firm-fixed-price contract, schedule contract, blanket purchase agreement, or task or delivery order (each a “Government Contract”); or (xxvii) any Contract entered into by the Company or any Subsidiary with any customer or reseller of the Company or any Subsidiary that provide for obligations by the Parent or its successors that do not terminate within one year following the Effective Time; andClosing (“Long Term Customer Contracts”); (xib) All Material Contracts are in written form. The Company and each “Subsidiary have performed all of the material contract” (as such term obligations required to be performed by it and is defined entitled to all benefits under, and is not alleged to be in Item 601(b)(10) default in respect of, any Material Contract. Each of Regulation S-K under the Exchange Act) not otherwise described Material Contracts is in this Section 4.16(a) full force and effect, subject only to the effect, if any, of applicable bankruptcy and other similar 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 any Subsidiary or to the Knowledge of the Company. (b) Collectively, with respect to any other contracting party, that, with the giving of notice, the contracts set forth in Section 4.16(a) are herein referred to as lapse of time or the “Company Contracts.” Except as happening of any other event or condition, would not reasonably be expected to have, individually (i) become a default or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each event of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Material Contract noror (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 delivery schedule under any Material Contract, (C) the knowledge right to accelerate the maturity or performance of any obligation of the CompanyCompany under any Material Contract, is or (D) the right to cancel, terminate or modify any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to ParentMaterial Contract. Neither the Company nor any of its Subsidiaries Subsidiary has received any notice or other communication regarding any actual or possible violation or breach of, default under, or intention to cancel or modify any Material Contract. None of the Company or any Subsidiary has any Liability for renegotiation of Government Contracts. The Company has heretofore made available to Parent in the Data Room (1) correct and complete copies of each written notice Material Contract and (2) summaries of each oral Material Contract, together with any and all material violation of or material default under any Company Contractamendments and supplements thereto and “side letters” and similar documentation relating thereto.

Material Contracts. (a) Section 4.16(a4.19(a) of the Company Disclosure Letter Schedule sets forth a true and complete listforth, as of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt a correct and complete list of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates following Contracts to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of which the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company party, or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to by which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” properties or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand;assets is bound: (ixi) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) (other than any Company Benefit Plan); (ii) any Contract that imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other Person or solicit any client or customer; (iii) any Contract that obligates the Company or its Subsidiaries to conduct business with any third party on a preferential or exclusive basis and that is material to the Company and its Subsidiaries, taken as a whole; (iv) any Contract relating to Indebtedness (other than intercompany indebtedness owed by the Company or any wholly owned Subsidiary to any other wholly owned Subsidiary, or by any wholly owned Subsidiary to the Company) of the Company or any of its Subsidiaries having an outstanding principal amount in excess of $5,000,000 or that grants a Lien (other than a Permitted Lien) on properties or assets of the Company or any of its Subsidiaries; (v) any 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 $5,000,000; (vi) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries; (vii) any Contract entered into on or after January 1, 2024 that provides for the acquisition or disposition of any assets (other than acquisitions or dispositions of sale in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) or capital stock or other equity interests of any Person, and with any outstanding obligations as of the date of this Agreement, in each case with a value in excess of $5,000,000; (viii) any material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any material joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries or any organizational documents of the Company’s wholly owned Subsidiaries; (ix) 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; (x) 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 $3,000,000 per year; (xi) any network affiliation Contract (or similar Contract) with ABC, CBS, Fox, NBC, CW, MyNetworkTV or Spanish language networks; (xii) any Contract that is a material Sharing Agreement and any related option agreement (other than those among the Company and its Subsidiaries); (xiii) any Contract that is a channel sharing agreement with a third party or parties with respect to the sharing of spectrum for the operation of two (2) or more separately owned television stations; (xiv) any Contract relating to retransmission or distribution by any MVPD that reported more than 25,000 paid subscribers to the Company and its Subsidiaries for May 2025 with respect to at least one Company Station; and (xv) any Contract with an affiliate or other Person that would be required to be disclosed by the Company under Item 404(a) of Regulation S-K promulgated under the Exchange Act. All contracts of the types referred to in clauses (i) not otherwise described in this Section 4.16(athrough (xv) with respect above are referred to herein as “Company Material Contracts.” (b) Neither the Company or nor any Subsidiary of the Company. (b) Collectively, Company is in breach of or default in any respect under the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a terms of any Company Material Adverse Effect Contract and, to the Knowledge of the Company, no other party to any Company Material Contract is in breach of or default in any respect under the terms of any Company Material Contract, and assuming each Company Contract no event has been duly authorized and is enforceable on each party thereto (excluding occurred or not occurred through the Company and each Company’s or any of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability’ action or inaction or, to Creditors’ Rights. Except the Company’s Knowledge, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach of or default or result in the termination of or a right of termination or cancelation thereunder, accelerate the performance or obligations required thereby, or result in the loss of any benefit under the terms of any Company Material Contract, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither . To the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge Knowledge of the Company, each Company Material Contract (i) is any a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and of each other party thereto, and (ii) is in full force and effect, subject to the Enforceability Exceptions, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no disputes pending or, to the Company’s Knowledge, threatened with respect to any such Company Contract in breach or default thereunder. Complete Material Contract, and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to a Company Material Contract to terminate for default, convenience or otherwise any Company Material Contract, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. True and complete copies of the Company Material Contracts and any material violation amendments thereto have been made available to Representatives of Parent prior to the date of this Agreement, except if providing any such Contract would reasonably be expected to violate any applicable Law or material default under any such Company Material Contract.

Material Contracts. (a) Section 4.16(a) 5.17 of the Company Disclosure Letter sets forth a true complete and complete listaccurate list of all notes, as bonds, mortgages, indentures, deeds of the date of this Agreementtrust, of: (i) Each mergerlicenses, business combinationleases, acquisitionagreements, purchasecontracts, sale commitments, arrangements, Permits, concessions, franchises, limited liability or divestiture contract that contains representations, covenants, indemnities partnership agreements or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected instruments to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties, assets or business activities may be bound or restricted (whether incurred“Contracts”) (other than Leases set forth in Section 5.21(b) of the Company Disclosure Letter) of the following categories (collectively, assumedand together with the Leases set forth in Section 5.21(b) of the Company Disclosure Letter, guaranteed the “Material Contracts” and each a “Material Contract”): (i) Contracts requiring annual expenditures by or secured by liabilities of any asset) party thereto in excess of $50,0001.0 million that have a remaining term in excess of 90 days or are not cancelable (without material penalty, cost or other liability) within 90 days; (ivii) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at Contracts containing covenants limiting in any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts material respect the ability of the Company or any of its Subsidiaries or other affiliate of the Company (including Parent upon consummation of Purchaser and its affiliates after the TransactionsEffective Time) to compete or otherwise engage in any line of business or compete with any Person Person, in any product line or geographic arealine of business, or operate at any location; (viiii) each contract pursuant to promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments and contracts providing for the borrowing or lending of money, in an amount in excess of $1.0 million, whether as borrower, lender or guarantor; (iv) joint venture, alliance or partnership agreements or joint development or similar agreements with any Third Party under which the Company has or may in the future have an obligation to invest or pay in excess of $1.0 million pursuant to the terms of any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)such agreement; (viiv) each partnershipall licenses, joint venturesublicenses, limited liability companyconsents, grantor trustroyalty and other agreements concerning Proprietary Rights or Related Rights which Proprietary Rights or Related Rights, strategic alliance agreement or other similar agreement as applicable, are material to which the Company or a Subsidiary conduct of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees business of the Company or any of its Subsidiaries; (xvi) each employment or severance contracts with current or former officers or directors, including, without limitation, change-in-control agreements; (vii) Contracts with or for the benefit of any director of the Company or any Person other than a publicly traded entity in which any director has an equity interest or which is an employer of a director of the Company; (viii) Contracts with any Governmental Entity that have a remaining term in excess of one year or are not cancelable (without material vendorcost, supplier penalty or third party consulting other liability) within 180 days; (ix) Contracts or similar contract not otherwise described commitments in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required has granted exclusive marketing rights relating to pay feesany product or service, expenses any group of products or other costs services or any territory; (x) Contracts pending for the acquisition or sale, directly or indirectly (by merger or otherwise) of assets (whether tangible or intangible), in excess of $50,000 following 1.0 million in market or book value with respect to any contract or the Effective Timecapital stock of another Person, in each case in an amount in excess of $1.0 million; andor (xi) each “material contract” (as such term is defined of the date hereof, any other Contract the performance of which could be reasonably expected to require annual expenditures in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to any calendar year by the Company or any Subsidiary of the Companyits Subsidiaries in excess of $1.0 million. (b) CollectivelyTrue and complete copies of the written Material Contracts and descriptions of verbal Material Contracts, if any, have been delivered or made available to Purchaser. As of the date hereof, each of the Material Contracts is a valid and binding obligation of the Company and, to the knowledge of the Company, the contracts set forth other parties thereto, enforceable against the other parties thereto in Section 4.16(aaccordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar Laws affecting creditors’ rights generally and by general principles of equity. From and after the date hereof, except as would not reasonably be expected to result in a Material Adverse Restriction, each of the Material Contracts is a valid and binding obligation of the Company and, to the knowledge of the Company, the other parties thereto, enforceable against the other parties thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar Laws affecting creditors’ rights generally and by general principles of equity. (c) are herein referred Neither the Company nor any of its Subsidiaries is, or has received any notice that any other party is, in breach, default or violation (each a “Default”) (and no event has occurred or not occurred through the Company’s inaction or, to as the “knowledge of the Company, through the action or inaction of any third parties, which with notice or the lapse of time or both would constitute a Default) of any term, condition or provision of any Material Contract to which the Company Contracts.” Except as or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, except for Defaults that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the . (d) The Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge has not received notice of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice termination of any material violation of or material default under any Company Material Contract.

Material Contracts. (a) Section 4.16(a) Schedule 4.19 of the Company Disclosure Letter Schedule sets forth a true and complete list, as of the date hereof, of each of the Company’s Material Contracts (true, correct and complete copies of which have been made available to Parent prior to the date of this Agreement, subject to the redaction of certain price, term and termination provisions of: (i) Each merger, business combinationand certain clearly marked exhibits and schedules to, acquisitionsuch Contracts). As used in this Agreement, purchase“Material Contract” means each Contract, sale written or divestiture contract that contains representationsoral, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company its Subsidiaries is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to by which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” properties or “immediate family” members (as such terms assets are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand;bound, (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(ai) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under of the Exchange ActSEC); (ii) not otherwise described that involves required payments or receipts by or to the Company and/or its Subsidiaries in this Section 4.16(aan amount in excess of $250,000, except for any such Contract that may be canceled, without material penalty or other liability to the Company or any of its Subsidiaries, upon notice of thirty calendar days or less; (iii) with respect that grants exclusivity, any right of first refusal or right of first offer or that limits or purports to limit the ability of the Company or any Subsidiary of the Company to compete with or obtain products or services from any Person or own, operate, sell, transfer or otherwise dispose of any material amount of assets or businesses or imposes similar restrictions; (iv) that restricts the payment of dividends or distributions in respect of any capital stock of the Company or its Subsidiaries, or the purchase, redemption or other acquisition of such capital stock; (v) that relates to any acquisition or divestiture by the Company or any of its Subsidiaries of a business or any assets or capital stock of a Person and pursuant to which the Company or any Subsidiary of the Company has any material continuing obligation (including any material indemnification obligation or any material obligation relating to an earn-out or other similar payments); (vi) that (A) purports to limit in any material respect either the type of business in which the Company or any Subsidiary of the Company (or, after the Effective Time, Parent or its Affiliates) may engage or the manner or locations in which any of them may so engage in any business; (B) could require the disposition of any material assets or line of business of the Company or any Subsidiary of the Company (or, after the Effective Time, Parent or its Affiliates); (C) grants “most favored nation” status that, following the Merger, would apply to Parent and/or its Affiliates; or (D) materially prohibits or limits the right of the Company or any Subsidiary of the Company (or, after the Effective Time, Parent or its Affiliates) to make, sell or distribute any products or services or use, transfer, license, distribute or enforce any of their respective Intellectual Property Rights; (vii) that relates to indebtedness for borrowed money (including the issuance of any debt security), any capital lease obligations, any guarantee of such indebtedness or debt securities of any other Person, or any “keep well” or other agreement to maintain any financial statement condition of another Person; (viii) that would prevent or materially impair the Company’s ability to consummate the Merger or other transactions contemplated hereby; (ix) that is any joint venture or partnership agreement or other similar agreement or arrangement entered into with another Person relating to the formation, creation, operation, management or control of any partnership or joint venture; (x) that relates to an investment in any other Person that either requires payments over the term of the investment in excess of $1,000,000 in value, whether in cash or assets, or pursuant to which the Company or its applicable Subsidiary has the right to designate one or more members to the board of directors or similar governing body of such Person (or its Affiliates) or other governance rights with respect to such Person (or its Affiliates); or (xi) that is listed (or required to be listed) in Schedule 4.15(b) of the Company Disclosure Schedule. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto Effect: (excluding the Company and i) each of its Subsidiaries), each Company Contract the Material Contracts is legal, valid, valid and binding and enforceable in accordance with its terms on the Company and or its Subsidiaries, as the case may be, and, to the knowledge of the Company, each of its Subsidiaries that is a other party thereto thereto, and is in full force and effect, subject(ii) no event has occurred with respect to the Company or any of its Subsidiaries, as and neither the Company nor any of its Subsidiaries, nor to enforceabilitythe Company’s knowledge any other party to a Material Contract, has violated any provision of, or taken or failed to Creditors’ Rights. Except as take any act which, with or without notice, lapse of time, or both, would not reasonably be expected to have, individually or in constitute a default under the aggregate, a Company provisions of such Material Adverse Effect, Contract and (iii) neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is has received notice from any other party to a Material Contract that it has breached, violated or defaulted under any Material Contract or that any such Company Contract in breach party intends to terminate, or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished not to or otherwise made available to Parentrenew, any such Material Contract. Neither the Company nor any of its Subsidiaries has received written notice is party to any Contract containing any provision or covenant limiting in any material respect the ability of the Company or any of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or any of their respective Subsidiaries) to (i) sell any products or services of or to any other Person or in any geographic region, (ii) engage in any line of business or (iii) compete with or to obtain products or services from any Person or limiting the ability of any material violation Person to provide products or services to the Company or any of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or material default under any Company Contractof their respective Subsidiaries).

Material Contracts. (ai) Section 4.16(a) of Except for this Agreement, any Benefit Plans, any Contracts filed as exhibits to the Company Disclosure Letter sets forth a true Reports, and complete listany Company Leases, as of the date hereof, neither the Company nor its Subsidiary is a party to any Contract (or group of this Agreement, of:related Contracts with the same party or an Affiliate of such party): (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligationsA) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following be filed by the Effective Time; and (xi) each Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K under the Exchange Securities Act; (B) that purports to limit or otherwise restrict in any material respect the ability of the Company or its Subsidiary to compete in any business or geographic or therapeutic area (or that, following the Offer or the Merger, would by its terms apply such limits or other restrictions to Parent or its Subsidiaries); (C) (x) containing any standstill, or similar agreement pursuant to which the Company or its Subsidiary has agreed not to acquire assets or securities of another Person, (y) containing a put, call, right of first refusal or similar right pursuant to which the Company or its Subsidiary could be required to purchase or sell, or otherwise described acquire or transfer, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $300,000 or (z) relating to the acquisition or disposition of any business or any material assets other than in this Section 4.16(athe ordinary course of business consistent with past practice (whether by merger, sale of stock or assets or otherwise); (D) that would prevent, materially delay or materially impede the Company’s ability to consummate the Offer, the Merger or the other Transactions; (E) that is between the Company or its Subsidiary and any of their respective directors or officers or any Person beneficially owning five percent (5%) or more of the outstanding Shares; (F) that involves the payment or receipt by the Company or its Subsidiary of royalties or other amounts of more than $300,000 in the aggregate calculated based on the revenues or income of the Company; (G) (x) for the furnishing of services or the sale of products which involves, or would reasonably be expected in the future to involve, consideration in excess of $300,000 in any twelve (12) month period, (y) for the receipt of services by a third party or for the purchase of raw materials, commodities, supplies, products, or other personal property, which involves payment by the Company of consideration in excess of $300,000 in any twelve (12) month period or which would reasonably be expected to involve payment by the Company of consideration in excess of $300,000 in any future twelve (12) month period during the term of such agreement or (z) that provides for future payment obligations by the Company of either $300,000 or more related to clinical trials of Company Pharmaceutical Products; (H) under which any the Company is a lessee of, or holds or uses, any equipment, machinery, vehicle or other tangible personal property owned by a third Person which requires future annual payments in excess of $300,000; (I) pursuant to which the Company has entered into a partnership, joint venture, collaboration or other similar arrangement with respect any Person other than the Subsidiary; (J) for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess of $300,000; (K) entered into other than in the ordinary course of business pursuant to which the Company agrees not to make use of any material right in any Intellectual Property owned by the Company; (L) pursuant to which the Company has outstanding indebtedness, or provides a guarantee in a principal amount in excess of $300,000; (M) which requires future payments by the Company in excess of $300,000 per annum containing “change of control” or similar provisions; or (N) pursuant to which the Company or any other party thereto has material continuing obligations, rights or interests relating to the distribution, supply, manufacture, marketing or co-promotion of, or collaboration with respect to any Company Pharmaceutical Product. Each such Contract described in clauses (A) through (N) above (and those Contracts that would be Material Contracts but for the exception of being filed as exhibits to the Company Reports), but in any event excluding Benefit Plans and Company Leases, are referred to herein as a “Material Contract.” (ii) Each of the Material Contracts is valid and binding on the Company or its Subsidiary and, to the knowledge of the executive officers of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a other party thereto and is in full force and effect, subjectexcept for such failures to be valid and binding or to be in full force and effect that, as to enforceabilityindividually or in the aggregate with other such failures, to Creditors’ Rights. Except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. None of the Company, its Subsidiary or, to the knowledge of the executive officers of the Company, any other party, is in default under any Material Contract, in each case except for such defaults that, individually or in the aggregateaggregate with other such defaults, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a) Parent has made available to the Company true, correct and complete copies of each of the Company Disclosure Letter sets forth following contracts (each, a true and complete list, as of the date of this Agreement, of"Parent Material Contract") to which Parent or Subsidiaries are a party or which bind or affect their respective properties or assets: (i1) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) any Contract that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “be filed by Parent as a "material contract” (as such term is defined in " pursuant to Item 601(b)(10) of Regulation S-K under the Exchange ActSecurities Act or disclosed by Parent on a Current Report on Form 8-K. (2) any Contract or group of related Contracts for the purchase or lease of services, products, materials, supplies, goods, equipment, or other assets providing for either (A) annual payments by Parent in excess of $100,000, including any and all purchase orders; or (B) which give rise to anticipated receipts by the counterparty to the Contract of more than $100,000 in any calendar year, in each case that cannot otherwise described be terminated on more than ninety (90) days' notice without payment by Parent of a penalty in this Section 4.16(aexcess of $100,000; (3) any Contract involving the obligation of Parent to sell products or services pursuant to which the aggregate payments to become due to Parent exceeds $100,000 annually. (4) any option, license, franchise or similar Contract. (5) any employment, severance, retention, change in control or similar Contract with any current or former director, officer or employee with the title of vice-president or higher of Parent in respect of which ▇▇▇▇▇▇ has or could reasonably be expected to have ongoing payment obligations after the Closing Date; (6) any Contract containing provisions that limit the ability of Parent or any of its Subsidiaries (or which, following the consummation of the Merger, could restrict the ability of the Company or any Subsidiary of its Subsidiaries, including the CompanySurviving Company and its Subsidiaries) to compete in any business or with any Person or in any geographic area, or to sell, supply or distribute any of Parent's services or products (including any non-compete, exclusivity, "most-favored-nation" or similar requirements) or pursuant to which any benefit or right is required to be given or lost, or any penalty or detriment is incurred, as a result of so competing or engaging; (7) except for arrangements entered into solely among wholly owned Subsidiaries of Parent, any Contract that relates to Indebtedness having an outstanding principal amount in excess of $1,000,000 or conditional sale arrangements, the sale, securitization or servicing of loans or loan portfolios, in each case, in connection with which the aggregate actual contingent obligations of Parent and its Subsidiaries under such contract are greater than $1,000,000. (b) CollectivelyEach Parent Material Contract is valid and binding on Parent or the Subsidiary of Parent that is a party thereto and, to the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to haveKnowledge of Parent, individually or in the aggregateeach other party thereto, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company in full force and each of its Subsidiaries), each Company Contract is legal, valid, binding effect and enforceable in accordance with its terms on terms, except to the Company extent enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors' rights generally, and each of to general equitable principles, and unless expired or terminated in accordance with its terms. Parent, its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceabilityand, to Creditors’ Rightsthe Knowledge of Parent, each other party thereto, have performed and complied with all obligations required to be performed or complied with by them under each Parent Material Contract. Except as would not reasonably be expected to have, individually There is no default under any Parent Material Contract by Parent or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract noror, to the knowledge Knowledge of the CompanyParent, is by any other party to any such Company Contract in breach party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to thereunder by Parent or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice or, to the Knowledge of Parent, by any material violation of or material default under any Company Contractother party thereto.

Material Contracts. (ai) Except for this Agreement, Section 4.16(a3.01(o) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this the Original Agreement, and the Company has made available to Parent true and complete copies of: (iA) Each mergereach contract, business combinationlease, acquisitionlicense, purchasenote, sale or divestiture contract that contains representations, covenants, indemnities bond or other obligations agreement (including each, a “earnout” or other contingent payment obligationsContract”) that would reasonably be expected required to result in be filed by the receipt Company as a “material contract” pursuant to Item 601(b)(10) of or making of future payments in excess of $100,000Regulation S-K under the Securities Act; (iiB) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Companyemployment, any Subsidiary of the Company or any of their respective Affiliates to ownconsulting, operateseverance, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of termination and indemnification Contract between the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed and director or secured by officer of the Company or any asset) such Subsidiary or other employee earning cash compensation in excess of $50,000100,000 per year; (ivC) each employment contract Contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; Subsidiaries is a party that (vI) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete in any business or otherwise engage with any person in any line of business or with to offer, sell, license, supply or distribute any Person service or geographic area; product, or (viII) each contract pursuant grants exclusive rights to which any person, except for any such Contract that may be canceled, without material penalty or other liability to the Company or any Subsidiary of the Company may be obligated to issue its Subsidiaries, upon notice of 90 days or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)less; (viiD) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement Contract to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract is a party that obligates may call for aggregate payments by the Company or any of its Subsidiaries of more than $500,000, except for any such Contract that may be canceled, without material penalty or other liability to indemnify the Company or any past of its Subsidiaries, upon notice of 90 days or present directorsless; (E) each Contract to which the Company or any of its Subsidiaries is a party that calls for aggregate payments to the Company or any of its Subsidiaries of more than $500,000, officersprovided, or employees that if a Contract does not specify an aggregate amount to be paid to the Company, then such Contract shall be disclosed pursuant to this subparagraph (E) if aggregate payments to the Company pursuant to such Contract over the last 12 months shall have exceeded $500,000; and (F) each loan and credit agreement, letter of credit, note, debenture, bond, indenture and other similar Contract pursuant to which any indebtedness of the Company or any of its Subsidiaries; (x) , in each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs case in excess of $50,000 following 100,000, is outstanding or may be incurred, other than any such Contract between or among the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) Company and any of Regulation S-K under its Subsidiaries. Each Contract of the Exchange Act) not otherwise type described in this Section 4.16(aclause (A) with respect through (F) above is referred to the Company or any Subsidiary of the Companyherein as a “Material Contract”. (bii) Collectively, the contracts set forth in Section 4.16(a) All Material Contracts are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effecteffect in all material respects. The Company is not, subject, as to enforceability, to Creditors’ Rights. Except as would and has not reasonably be expected to have, individually received any written notice or in the aggregate, a Company Material Adverse Effect, neither the Company nor has any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is Knowledge that any other party to any such Company Contract is, in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company such Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a material default.

Material Contracts. (a) Section 4.16(a) of Except for this Agreement, the Company Disclosure Letter sets forth a true Benefit Plans, the Collective Bargaining Agreements and complete list, agreements filed as exhibits to the Company SEC Documents as of the date of this Agreement, ofAgreement and neither the Company nor any of its Subsidiaries is a party to or bound by: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of another person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $5,000,000; (iv) any Contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties with a value, or requiring the payment of an annual amount by the Company and its Subsidiaries, in excess of $35,000,000; (v) any material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (vi) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vii) any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person, other than (A) advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Gas Interests not covered by a joint operating agreement less than $25,000,000 or (B) any loan or capital contribution to, or investment in, (1) the Exchange ActCompany or one of its wholly owned Subsidiaries, (2) any person (other than an officer, director or employee of the Company or any of its Subsidiaries) that is less than $500,000 to such person or (3) any officer, director or employee of the Company or any of its Subsidiaries that is less than $500,000 to such person; (viii) any Contract providing for the sale by the Company or any of its Subsidiaries of Hydrocarbons that (A) excluding Contracts with market-based pricing mechanisms, has a remaining term of greater than 60 days and does not otherwise described allow the Company or such Subsidiary to terminate it without penalty on 60 days’ notice or less or (B) contains a “take or pay” clause or any similar material prepayment or forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor; (ix) any Contract relating to a currently producing property that provides for a call or option on production, or acreage dedication to a gathering, transportation or other arrangement downstream of the wellhead, covering in this Section 4.16(aexcess of 50 MMcf (or, in the case of liquids, in excess of 750 barrels) with respect of Hydrocarbons per day (calculated on a yearly average basis); (x) any Oil and Gas Lease that contains express provisions (A) obligating the Company or any of its Subsidiaries to drill ▇▇▇▇▇, pursuant to which the Company or any Subsidiary would reasonably be expected to be required to expend $1,000,000 on any individual Oil and Gas Lease or $5,000,000 in the aggregate on all obligations under Oil and Gas Leases, (B) establishing bonus obligations in excess of $1,500,000 that were not satisfied at the time of leasing or signing and that remain payable, (C) requiring payments or providing for a change in terms upon a change in control of the Companylessee or (D) providing for a fixed term, even if there is still production in paying quantities; (xi) any agreement other than Oil and Gas Leases pursuant to which the Company or any of its Subsidiaries has paid amounts associated with any Production Burden in excess of $10,000,000 during the immediately preceding fiscal year or with respect to which the Company reasonably expects that it will make payments associated with any Production Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $10,000,000 per year; (xii) any agreement which is a joint development agreement, exploration agreement or acreage dedication agreement (excluding, in respect of each of the foregoing, customary joint operating agreements) that either (A) is material to the operation of the Company and its Subsidiaries, taken as a whole, or (B) would reasonably be expected to require the Company and its Subsidiaries to make expenditures in excess of $100,000,000 in the aggregate during the 12-month period following the date hereof; (xiii) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $10,000,000; and (xiv) any material lease or sublease with respect to a Company Leased Real Property. (xv) All contracts of the types referred to in clauses (i) through (xv) above are referred to herein as “Company Material Contracts.” (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Subsidiary of its Subsidiaries the Company is in breach of or default under the terms of any Company Material Contract norand, to the knowledge of the Company, is any no other party to any such Company Material Contract is in material breach of or default thereunderunder the terms of any Company Material Contract. Complete Each Company Material Contract is a valid and accurate copies binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each Company Contract other party thereto, and is in effect as of full force and effect, subject to the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractRemedies Exceptions.

Material Contracts. (a) Section 4.16(a) For all purposes of the Company Disclosure Letter sets forth a true and complete list, as of the date of under this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including a “earnoutMaterial Contract” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants shall mean any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of following to which the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge its Subsidiaries is a party or otherwise dispose of by which any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries are bound as of the date of this Agreement: (whether incurredi) any Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) any Contract (or group of related Contracts with the same Person or its Affiliates), assumedother than any Lessor Lease and any other lease, guaranteed license or secured development, redevelopment or construction Contract, involving (A) the payment or receipt of amounts by the Company or any assetof its Subsidiaries of more than $1,000,000 in any calendar year or more than $5,000,000 in the aggregate or (B) future payments (including by way of acceleration) of more than $1,000,000 in any calendar year that are conditioned on, in whole or in part, or required in connection with, the consummation of any of the Transactions; (iii) any Contract relating to Indebtedness in excess of $50,0003,000,000 or mortgaging, pledging or otherwise placing a Lien on any of the assets of the Company or its Subsidiaries with a value in excess of $3,000,000, restricting the payment of dividends or other distributions of assets by any of the Company or its Subsidiaries or providing for the guaranty of Indebtedness of any Person in excess of $3,000,000; (iv) each employment contract any Contract that contains a put, call, right of first refusal or similar right pursuant to which the Company or a any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests or assets of any Person; (v) other than with respect to any wholly-owned Subsidiary of the Company, any partnership, limited liability company, joint venture, strategic alliance or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, limited liability company, joint venture or strategic alliance that is material to the Company or any of its Subsidiaries, or in which the Company, directly or indirectly, owns more than a two percent voting or economic interest; (vi) except for indemnification, compensation, employment or other similar arrangements between the Company or any of its Subsidiaries, on the one hand, and any current or former director or officer thereof, on the other hand, any Contract to which the Company or any of its Subsidiaries is a party that would be required to be disclosed pursuant to Item 404 of Regulation S-K under the Securities Act in the Company’s Form 10-K or proxy statement pertaining to an annual meeting of stockholders; (vii) any Contract containing a standstill or similar agreement pursuant to which the Company or any of its Subsidiaries’ has ongoing obligations to not acquire assets or securities of any other than employment contracts party and, to the extent not entered into in the ordinary course of business or in connection with any Lessor Lease or other lease, license, development, redevelopment, construction or other commercial Contract, any Contract under which the Company or any of its Subsidiaries has material ongoing indemnification obligations; (viii) any Contract (A) that can would or would be terminated at reasonably expected to prevent or materially impede or delay the Company’s ability to consummate the Transactions or (B) under which a sale of a majority of the consolidated assets of the Company and its Subsidiaries, taken as a whole, would require a payment by, result in a breach or constitute a default by, or result in the termination, acceleration or loss of any time with less than two days’ notice and without financial liability to benefit of, the Company or any of its Subsidiaries; (vix) each contract containing any non-compete, non-solicit, exclusivity competition Contract or similar other Contract that (A) limits or purports to limit in any material respect the type of provision that materially restricts business in which the ability Company or its Subsidiaries (or, after the Effective Time, Parent or its Affiliates) may engage, or the manner or locations in which any of them may so engage in any business, (B) could require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Affiliates or (C) prohibits or limits the right of the Company or any of its Subsidiaries (including Parent upon consummation to use, transfer, license, distribute or enforce any of their respective Company Intellectual Property, other than limitations on enforcement arising from non-exclusive licenses of Company Intellectual Property entered into in the Transactions) to compete or otherwise engage in any line ordinary course of business or with any Person or geographic areabusiness; (vix) each any swap, cap, floor, collar, futures contract, forward contract, option and any other derivative financial instrument, contract or arrangement, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, other than (i) Contracts related to the purchase of raw materials or inventory in the ordinary course of business (ii) Contracts relating to the hedging of utility expenses; (xi) any Contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company its Subsidiaries is a party (other than under which any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among third Person has granted to the Company or any Subsidiary of the Companyits Subsidiaries, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries has granted to any third Person, any license, covenant or other rights to or under Intellectual Property (other than software license agreements for any third-party off-the-shelf generally commercially available software for no fee or an aggregate license fee of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Actless than $500,000 per year), on the other hand; (ixxii) each contract any Contract that obligates provides for the acquisition or disposition, directly or indirectly (by merger or otherwise) of assets or capital stock (A) for aggregate consideration under such Contract in excess of $1,000,000 or (B) pursuant to which the Company or any of its Subsidiaries has continuing “earn-out” or other contingent payment obligations; (xiii) any Contract relating to indemnify settlement of any past administrative or present directorsjudicial proceedings, officersin each case, individually in excess of $1,000,000 or employees which otherwise provides for equitable relief, under which there are outstanding obligations (including settlement agreements) of the Company or any of its Subsidiaries; (xxiv) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant any Lessor Lease providing for annual payments to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time2,000,000 in aggregate annual base rent for calendar year 2015 and any Lessee Leases; and (xixv) each “material contract” (as such term is defined in Item 601(b)(10) any Contract, or group of Regulation S-K under related Contracts with the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company same Person or any Subsidiary of the Company. (b) Collectivelyits Affiliates, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as termination or breach of which would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto not disclosed pursuant to clauses “(excluding i)” through “(xiv)”above or any commitment or agreement to enter into any of the foregoing. (b) Section 3.12(b) of the Company Disclosure Letter sets forth a complete and each accurate list of all Material Contracts to which the Company or any of its Subsidiaries), each Company Subsidiaries is a party as of the date of this Agreement. True and complete copies of all such Material Contracts (including all exhibits and schedules thereto) have been (i) publicly filed with the SEC and are publicly available as of the date hereof or (ii) made available to Parent. (c) Each Material Contract is legal, valid, valid and binding and enforceable in accordance with its terms on the Company and (and/or each such Subsidiary of its Subsidiaries that is a the Company party thereto thereto) and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, subjectenforceable against the Company or each such Subsidiary of the Company party thereto, as the case may be, in accordance with its terms, subject to enforceabilitythe Enforceability Limitations, and neither the Company nor any of its Subsidiaries that is a party thereto, nor, to Creditors’ Rightsthe Knowledge of the Company, any other party thereto, is in breach in any material respect of, or default in any material respect under, any such Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto, or permit termination, material modification or acceleration by any third party thereunder. Except as would not reasonably be expected to have, individually or in As of the aggregate, a Company Material Adverse Effectdate hereof, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received any written notice of termination or cancellation under any Material Contract or received any written notice of breach in any material violation of respect or any default in any material default respect under any Company ContractMaterial Contract which breach has not been cured.

Material Contracts. (a) Section 4.16(a4.12(a) of the Company Disclosure Letter sets forth identifies each of the following Contracts to which a true and complete list, Company Entity or any Company Subsidiary is a party as of the date of this Agreement other than any Contract that is or constitutes (1) a nondisclosure agreement entered into (x) in the ordinary course of business or (y) in connection with discussions, negotiations, and transactions related to this Agreement, of:other Acquisition Proposals, or other potential strategic transactions or (2) a Company Plan (the Contracts required to be set forth on such schedule, the “Material Contracts”): (i) Each mergerother than any Media Agreement or any Talent Agreement, any Contract that limits the freedom or right of a Company Entity or any Company Subsidiary to sell, distribute, produce or manufacture any product, project or service in a manner that would be material to the Company Entities and the Company Subsidiaries, taken as a whole, either by (A) materially limiting the freedom or right of the Company Entities and the Company Subsidiaries from engaging in any line of business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities to compete with any other Person in any location or other obligations line of business or (B) providing “most favored nation” rights (including “earnout” with respect to pricing) or exclusivity obligations or restrictions, in each case, in favor of a party other contingent payment obligations) that would reasonably be expected to result in than the receipt of Company Entities or making of future payments in excess of $100,000the Company Subsidiaries; (ii) each contract that grants other than any right of first refusal Media Agreement or right of first offer or that limits the ability of the CompanyTalent Agreement, any Subsidiary Contract that requires by its terms or is reasonably likely to require, during the remaining term of the such Contract, annual consideration to or from a Company Entity or any Company Subsidiary in an amount having an expected value in excess of their respective Affiliates to own$20,000,000 in the fiscal year ending December 31, operate2024 (each, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty theretoa “Specified Contract”); (iii) each contract relating to outstanding Indebtedness other than any Media Agreement or any Talent Agreement, any Contract under which a Company Entity or any Company Subsidiary (A) licenses or sublicenses (or commitments grants rights in or guarantees in respect thereofto use) Intellectual Property Rights that are material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, to any third party, (B) licenses or sublicenses (or is granted rights in or to use) Intellectual Property Rights from any third party that are material to the business of its Subsidiaries the Company Entities and the Company Subsidiaries, taken as a whole, or (C) has entered into any covenant not to sue or assert immunity from suit with respect to material Intellectual Property Rights, including any material coexistence agreements and material settlement agreements (in each case, other than (v) non-disclosure agreements, (w) non-exclusive licenses granted by a Company Entity or a Company Subsidiary in the ordinary course of business to end users in connection with the provision or sale of any product or service, (x) non-exclusive licenses granted to a Company Entity or a Company Subsidiary by any customer, employee, consultant, or independent contractor of a Company Entity or a Company Subsidiary in the ordinary course of business, (y) licenses of commercially available Software licensed in object code form only granted to a Company Entity or a Company Subsidiary, or (z) licenses to open source, public, or freeware Software, or other materials), in each case, which Contract is material to the business of the Company Entities or the Company Subsidiaries, taken as a whole; (iv) any Contract relating to indebtedness for borrowed money in excess of $10,000,000 (whether incurred, assumed, guaranteed guaranteed, or secured by any asset) in excess of $50,000; (iv) each employment contract to which the a Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company Entity or any of its SubsidiariesCompany Subsidiary; (v) each contract containing other than any non-competeMedia Agreement or any Talent Agreement, non-solicitany Contract constituting a joint venture, exclusivity partnership, or similar type arrangement that includes the sharing of provision profits and losses with another Person, in each case, that materially restricts is material to the ability business of the Company or any of its Subsidiaries (including Parent upon consummation of Entities and the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic areaCompany Subsidiaries, taken as a whole; (vi) each contract pursuant to which any Contract that prohibits (A) the payment of dividends or distributions in respect of the capital stock of the Company or equity interests of any Subsidiary of Manager, OpCo or any Company Subsidiary, (B) the pledging of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in of a Company Entity or a Company Subsidiary or (C) the issuance of any Subsidiary of the guaranty by any Company (including the Company Warrants and the Company Convertible Notes)Entity; (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement any Contract that is currently in effect and has been filed (or other similar agreement is required to which be filed) by the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated an exhibit pursuant to its terms within 60 days after the Effective Time and Item 601(b)(10)(i) or (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10ii) of Regulation S-K under the Exchange Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (viii) not otherwise described any Contract that is material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, that is a Related Party Transaction other than offer letters that can be terminated at will without severance obligations; (ix) other than in this Section 4.16(aconnection with any Permitted Content Activity, (A) any Contract for the sale, license, lease or sublease of any material Owned Real Property or (B) any Material Lease; (x) any Contract since the Reference Date, that relates to the acquisition or disposition by a Company Entity or any Company Subsidiary, involving consideration in excess of $35,000,000, of any Person or other business organization, division, or business of any Person (whether by merger or consolidation, by the purchase of a controlling equity interest in or substantially all of the assets of such Person, or by any other manner); (xi) any Contract with any Governmental Authority under which payments in excess of $20,000,000 were received by a Company Entity or any Company Subsidiary in the most recently completed fiscal year; (xii) other than any Media Agreement or Talent Agreement, any Contract that is material to the Company Entities and the Company Subsidiaries, taken as a whole, pursuant to which a Company Entity or any Company Subsidiary (A) has continuing guarantee, “earn-out,” or similar contingent payment obligations (other than indemnification or performance guarantee obligations provided for in the ordinary course of business), including (x) milestone or similar payments, including upon the achievement of regulatory or commercial milestones or (y) payment of royalties or other amounts calculated based upon any revenue or income of a Company Entity or any Company Subsidiary, in each case, that could result in payments in excess of $20,000,000 or (B) grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to exclusively license, or any other similar rights with respect to any product or service of the Company Entities or the Company Subsidiaries, or any Company Intellectual Property that is material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, in each case, involving annual consideration in excess of $20,000,000 in the fiscal year ending December 31, 2024; (xiii) any Contract since the Reference Date, the primary purpose of which is to provide for indemnification or guarantee of the obligations of any other Person that would be material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, other than any such Contracts entered into in the ordinary course of business; (xiv) any hedging, swap, derivative, or similar Contract; (xv) other than any Media Agreement or any Talent Agreement, any Contract material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, that requires the services, performance or involvement of any particular employee or service provider of a Company Entity or any Company Subsidiary or that otherwise contains a so-called “key person”, “essential element” or “of the essence” provision with respect to any such Person; (xvi) any Media Agreement that involves either annual consideration to or from a Company Entity or any Company Subsidiary of $20,000,000 or more (in cash or kind); (xvii) any settlement, conciliation or similar agreement (A) pursuant to which a Company Entity or any Company Subsidiary is obligated after the Companydate of this Agreement to pay consideration in excess of $10,000,000 or (B) that would otherwise materially limit the operation of the Company Entities and the Subsidiaries as currently operated; (xviii) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, voting or dividends with respect to any equity securities of a Company Entity. (b) CollectivelyThe Company has made available to the Parent Entities and the Merger Subs or their respective Representatives an accurate and complete copy of each Material Contract (except with such redactions as may be clearly marked on such copies) as in effect as of the date of this Agreement. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) none of the Company Entities or the Company Subsidiaries, nor, to the Knowledge of the Company, any other party to each such Contract, are in breach of or default under any Material Contract and none of the Company Entities or the Company Subsidiaries, nor, to the Knowledge of the Company, any other party to each such Contract, have taken or failed to take any action, and no event has occurred, that with or without notice, lapse of time, or both would constitute a breach of or default under any Material Contract, (ii) each Material Contract is, with respect to a Company Entity or any Company Subsidiary (as applicable) and, to the Knowledge of the Company, any other party to such Contract, a valid agreement, binding, and in full force and effect, (iii) to the Knowledge of the Company, each Material Contract is enforceable by a Company Entity or a Company Subsidiary (as applicable) in accordance with its terms, subject to the Enforceability Exceptions, and (iv) since the Reference Date, through the date of this Agreement, none of the Company Entities or the Company Subsidiaries have received any written notice regarding any violation or breach or default under any Material Contract that has not since been cured. To the Knowledge of the Company, since the Reference Date, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with a Company Entity or any Company Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the contracts set forth amount of business that any such counterparty presently engages in Section 4.16(a) are herein referred to as or presently conducts with the “Company Contracts.” Except Entities and the Company Subsidiaries other than, in each case, as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a3.9(a) of the Company Disclosure Letter Schedules sets forth a true and complete listlist of the following Contracts to which a Group Company is, as of the date of this Agreement, of:a party (each Contract required to be set forth on Section 3.9(a) of the Company Disclosure Schedules, together with each of the Contracts entered into after the date of this Agreement that would be required to be set forth on Section 3.9(a) of the Company Disclosure Schedules if entered into prior to the execution and delivery of this Agreement, collectively, the “Material Contracts”): (i) Each mergerany Contract relating to Indebtedness of any Group Company or to the placing of a Lien (other than any Permitted Lien) on any assets or properties of any Group Company, business combinationin each case, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000than ordinary course trade payables; (ii) any Contract under which any Group Company is lessee of or holds, in each contract that grants any right of first refusal or right of first offer or that limits the ability of the Companycase, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets tangible property (other than provisions requiring notice of or consent to assignment real property), owned by any counterparty thereto)other Person; (iii) any Contract under which any Group Company is lessor of or permits any third party to hold or operate, in each contract relating to outstanding Indebtedness case, any tangible property (other than real property), owned or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured controlled by any asset) in excess of $50,000such Group Company; (iv) each employment contract any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract and (B) any Contract with respect to which the material Company or a Subsidiary Licensed Intellectual Property (other than (I) any Contract of the type described in Section 3.15(c)(i), (II) licenses to Off-the-Shelf Software, (III) licenses to Public Software, and (IV) non-disclosure agreements and licenses granted by employees, individual consultants or individual contractors of any Group Company is a party other than employment contracts that can be terminated at any time pursuant to Contracts with less than two days’ notice and without financial liability to the Company employees, individual consultants or any of its Subsidiariesindividual contractors); (v) each contract containing any non-competeContract that (A) limits or purports to limit, non-solicitin any material respect, exclusivity the freedom of any Group Company to engage or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic areain any area or that would so limit or purport to limit, in any material respect, the operations of MEOA or any of its Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of any Group Company to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer in any material respect or that would so limit or purports to limit, in any material respect, MEOA or any of its Affiliates after the Closing; (vi) each contract pursuant to which any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by any Group Company in an amount in excess of (A) $100,000 annually, or (B) $100,000 over the Company or any Subsidiary life of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)agreement; (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or any Contract requiring any Group Company to guarantee the Liabilities of any Person (other similar agreement to which than the Company or a Subsidiary of the Company is a party Subsidiary) or pursuant to which any Person (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries)or a Subsidiary) has guaranteed the Liabilities of a Group Company; (viii) each contract between any Contract under which any Group Company has, directly or among the Company indirectly, made or agreed to make any Subsidiary loan, advance, or assignment of the Companypayment to any Person or made any capital contribution to, on the one handor other investment in, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other handPerson; (ix) each contract that obligates the Company or any of its Subsidiaries Contract required to indemnify any past or present directors, officers, or employees be disclosed on Section 3.21 of the Company or any of its SubsidiariesDisclosure Schedules; (x) each material vendorany Contract with any Person under which any Group Company grants to any Person any right of first refusal, supplier right of first negotiation, option to purchase, option to license or third party consulting any other similar rights with respect to any Company Product or similar contract not any Intellectual Property Rights; (xi) any Contract governing the terms of, or otherwise described in this Section 4.16(a) that related to, the employment, engagement or services of any current director, manager, officer, employee, or Contingent Worker of a Group Company (A) cannot be voluntarily terminated pursuant to its terms within 60 days after whose annual base salary (or, in the Effective Time and case of a Contingent Worker, actual or anticipated annual base compensation) is in excess of $100,000, or (B) that provides for severance or any other post-termination payments or benefits; (xii) any Contract governing the terms of, or otherwise related to, the employment, engagement or services of any former director, manager, officer, employee, or Contingent Worker of a Group Company pursuant to which any Group Company, as of the Closing, has or will have an obligation to pay severance or other post-termination pay; (xiii) any Contract providing for any Change of Control Payment of the type described in clause (a) of the definition thereof; (xiv) any collective bargaining agreements and any other agreements executed with a union or similar organization; (xv) any Contract for the disposition of any portion of the assets or business of any Group Company or for the acquisition by any Group Company of the assets or business of any other Person (other than acquisitions or dispositions made in the ordinary course of business), or under which it any Group Company has any continuing obligation with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment obligation; (xvi) any Contract for the settlement or conciliation of a prior Proceeding or other dispute with a third party (A) the performance of which would be reasonably likely to involve any payments after the date of this Agreement, (B) with a Governmental Entity, or (C) that imposes or is reasonably expected likely to impose, at any time in the future, any material, non-monetary obligations on any Group Company (or MEOA or any of its Subsidiaries will be required to pay fees, expenses Affiliates after the Closing); (xvii) any Contract with any (x) Material Customer or (y) Material Supplier; (xviii) any Contract with any Governmental Entity; (xix) any Contract granting an exclusive or other costs material license in and to Company Licensed Intellectual Property, other than licenses for Off-the-Shelf Software; (xx) any Contract granting an exclusive or other material license in and to any Company-Owned Intellectual Property, other than incidental licenses granted in the ordinary course of business; and (xxi) any other Contract the performance of which requires either (A) annual payments to or from any Group Company in excess of $50,000 following 100,000 or (B) aggregate payments to or from any Group Company in excess of $100,000 over the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary life of the Companyagreement and, in each case, that is not terminable by the applicable Group Company without penalty upon less than thirty (30) days’ prior written notice. (bi) CollectivelyEach Material Contract is valid and binding on the applicable Group Company and, to the Company’s knowledge, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to havecounterparties thereto, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company in full force and each of its Subsidiaries), each Company Contract is legal, valid, binding effect and enforceable in accordance with its terms on against the applicable Group Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceabilityand, to Creditorsthe Company’s knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ Rights. Except as would rights and subject to general principles of equity), (ii) the applicable Group Company and, to the Company’s knowledge, the counterparties thereto are not in material breach of, or default under, any Material Contract, and (iii) no event has occurred that (with or without due notice or lapse of time or both) could reasonably be expected to haveresult in a material breach of, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under under, any Material Contract by the applicable Group Company Contract noror, to the knowledge Company’s knowledge, the counterparties thereto. (c) Section 3.9(c) of the Company Disclosure Schedules sets forth a list of each of the Material Suppliers and the Material Customers. Since July 31, 2021, no such Material Supplier or Material Customer has canceled, terminated or materially and adversely altered its relationship with the Company, is or to the Company’s knowledge, threatened in writing to cancel or terminate its relationship with the Company. There have been no material disputes between the Company and any other party to any such Company Contract in breach Material Supplier or default thereunder. Complete and accurate copies of each Company Contract in effect as Material Customer since the date of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractLatest Balance Sheet.

Material Contracts. (a) Section 4.16(a3.11(a) of the Company Disclosure Letter Schedule sets forth a true complete and complete list, as accurate list of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected Contracts to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of which the Company or any of its Subsidiaries is a party that fall within the following categories and existing as of the date hereof (collectively, the “Company Material Contracts”): (i) any Contract for the purchase or sale of services, equipment or other assets (other than relating to Oil and Gas Properties) that either (1) provides for annual payments by the Company and/or its Subsidiaries of $300,000 or more; or (2) gives rise to anticipated receipts of more than $300,000 in any calendar year, in each case that cannot be terminated on not more than 90 days’ notice without payment by the Company and/or its Subsidiaries of any material penalty; (ii) any material partnership, joint venture or other similar agreement or arrangement; (iii) any Contract relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which the Company has material ongoing obligations entered into within the three years prior to the date hereof; (iv) any Contract as obligor or guarantor relating to Indebtedness (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of ), except any such agreement with an aggregate outstanding principal amount not exceeding $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries300,000; (v) each contract any Contract containing any area of mutual interest, joint bidding area, joint acquisition area, or non-compete, non-solicit, exclusivity compete or similar type of provision that materially restricts the ability of the Company or any of its the Company’s Subsidiaries to (including Parent upon consummation of the TransactionsA) to compete or otherwise engage in any line of business or geographic area or with any Person during any period of time after the Closing or geographic area(B) make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets or properties; (vi) each contract pursuant any Contract to which the Company sell, lease, farmout, exchange or otherwise dispose of all or any Subsidiary part of the Oil and Gas Properties of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)its Subsidiaries; (vii) each partnershipContract for the sale, joint venturepurchase, limited liability company, grantor trust, strategic alliance agreement exchange or other similar agreement to which disposition of Hydrocarbons produced from the Company Oil and Gas Leases or a Subsidiary ▇▇▇▇▇ of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or Contract that contains any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other handdrilling commitments; (ix) each contract that obligates the Company or Contract for any of its Subsidiaries to indemnify any past or present directors, officers, or employees material Derivative Transaction of the Company or any of its Subsidiaries; (x) each material vendorany joint development agreement, supplier exploration agreement, participation, farmout, farmin or third party consulting program agreement or similar contract not otherwise described Contract (or series of related Contracts) requiring the Company or any Subsidiary to make expenditures that would reasonably be expected to be in this Section 4.16(aexcess of (x) $1,000,000 in any calendar year or (y) $2,000,000 during the term thereof, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (xi) any Contract that provides for a “take-or-pay” clause or any similar prepayment obligation, acreage dedication, minimum volume commitments or capacity reservation fees to a gathering, transportation or other arrangement downstream of the wellhead, that cover, guaranty or commit volumes in excess of 5,000 barrels of oil equivalent of Hydrocarbons of the Company and its Subsidiaries per day over a period of one month (calculated on a yearly average basis) and for a term greater than 10 years, except for any Contracts that are terminable without penalty within 90 days; (xii) each Contract that contains any standstill, “most favored nation” or most favored customer provision, preferential right or rights of first or last offer, negotiation or refusal or any similar requirement or right in favor of any third party, in each case other than those contained in (A) cannot be voluntarily terminated pursuant to its terms within 60 days after any agreement in which such provision is solely for the Effective Time and (B) under which it is reasonably expected benefit of the Company or any of its Subsidiaries will be required Subsidiaries, (B) customary royalty pricing provisions in Oil and Gas Leases or (C) customary preferential rights in joint operating agreements or unit agreements affecting the business or the Oil and Gas Properties of the Company or any of its Subsidiaries; (xiii) each Contract or group of related Contracts reasonably expected to pay fees, expenses or other costs result in excess Transaction Expenses of more than $50,000 following the Effective Time100,000; and (xixiv) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company any Contract that constitutes a seismic, data or any Subsidiary of the Companygeophysical license, agreement or permit. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Each Company Material Adverse Effect Contract is a valid and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding binding agreement of the Company and each or one of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subjectand none of the Company, as to enforceabilityany Subsidiary of the Company or, to Creditors’ Rights. Except as the Company’s knowledge, any other party is in default or breach under the terms of any such Company Material Contract, except for any such defaults or breaches which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as of On the date of this Agreementhereof, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract except for Contracts relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurredentities, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and including without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each limitation partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement invested by but not Controlled by the Group Companies or other similar agreement to which the Company or a Subsidiary as set forth in Section 4.12(a) of the Disclosure Schedule, none of the Group Company is a party to or bound by: (i) any Contract relating to the formation, creation, operation, management or Control of a partnership, joint venture, limited liability company or similar arrangement; (ii) any Contract involving a loan (other than accounts receivable from trade debtors in the ordinary course of business) or advance to (other than travel and entertainment allowances to the employees of any such agreement solely between Group Company extended in the ordinary course of business), or among investment in, any Person, of more than RMB15,000,000 in any calendar year on its face; (iii) any Contract involving indebtedness or obligation (contingent or otherwise) of any Group Company of more than RMB15,000,000; (iv) any Contract that involves, or contains restrictions with respect to, (A) payment of dividends or other distributions with respect to equity interests of any Group Company, (B) pledging of share capital of any Group Company, or (C) the issuance of a guaranty by any Group Company; (v) any Contract that contains a put, call or similar right pursuant to which any Group Company and its whollycould be required to purchase or sell, as applicable, any equity interests of any Person or material assets; (vi) any non-owned Subsidiaries)competition Contract or other Contract that purports to limit, curtail or restrict the ability of any Group Company to compete in any geographic area, industry or line of business or grants exclusive rights to the counterparty thereto; (vii) any Contract involving copyright, or any other Intellectual Property that is material to any Group Company other than those in the ordinary course of business; (viii) each contract between any Contract that contains provisions on “most favored nations”, or among the Company rights of first refusal or similar rights over any Subsidiary of the CompanyOrdinary Shares, on the one hand, Series A Preferred Shares and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other handSeries B Preferred Shares; (ix) each contract any Contract that obligates involves the Company sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any Equity Securities of its Subsidiaries to indemnify any past or present directors, officersGroup Company, or employees the acquisition or disposition of the any assets or business by any Group Company or any involving an amount of its Subsidiariesnot less than RMB15,000,000; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated any Contract pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any Person obtains Control of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; andany Group Company; (xi) each any Contract involving the waiver, compromise, or settlement of any Action over RMB15,000,000; or (xii) any Contract that is otherwise material to a Group Company. Each such Contract described above is referred to herein as a “material contract” (as such term is defined in Item 601(b)(10Material Contract”, which shall include, inter alia, all of the Control Documents. Section 4.12(a) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect Disclosure Schedule contains a true, correct and complete list of all Material Contracts, and a copy of each Material Contract has been provided by the Company to the Company or any Subsidiary of the CompanyPurchaser. (bi) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Each Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is a legal, valid, valid and binding and enforceable in accordance with its terms on the obligation of each Group Company and each of its Subsidiaries that is a party thereto and is and, to the best knowledge of any Group Company, the other parties thereto, enforceable against them in full force and effectaccordance with its terms, in each case subject, as to enforceabilityenforcement of remedies, to Creditors’ Rights. Except as would not reasonably be expected to havethe Bankruptcy and Equity Exception, individually or in (ii) none of the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract Group Companies nor, to the best knowledge of the any Group Company, is any other party thereto is in material breach or violation of, or default under, any Material Contract and no event has occurred or not occurred through any Group Company’s action or inaction or, to the best knowledge of any Group Company, the action or inaction of any third party, that, with or without due notice or lapse of time or both, would constitute a material breach or violation of, or default under, any Material Contract, and (iii) the Group Companies have not received any written claim or notice of default, termination or cancellation under any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Material Contract.

Material Contracts. (a) Section 4.16(aSchedule 3.17(a) lists each Contract that is material to such Company (such Contracts, together with all Contracts concerning the occupancy, management, or operation of any Company Real Property and all Company Benefit Plans of such Company or any of its Company Subsidiaries, being the “Company Disclosure Letter sets forth a true and complete listMaterial Contracts”), as including the following Contracts with respect to such Company or any of the date of this Agreement, ofits Company Subsidiaries: (i) Each mergerall Contracts of such Company or Company Subsidiary involving aggregate consideration in excess of $100,000 and which, business combinationin each case, acquisitioncannot be cancelled by such Company or Company Subsidiary without penalty or without more than 30 days’ notice; (ii) all Contracts that provide for the indemnification by such Company or Company Subsidiary of any Person or the assumption of any Tax, purchaseenvironmental, sale or divestiture contract that contains representations, covenants, indemnities or other obligations liability of any Person, in each case outside the ordinary course of business; (including iii) all Contracts relating to Company Intellectual Property (other than “earnoutshrink-wrap” and other generally-available end-user licenses or other contingent payment obligationspermissions); (iv) that would reasonably be expected all Contracts relating to result in the receipt of or making of future payments Indebtedness in excess of $100,000; (iiv) each contract all Contracts that grants any right of first refusal limit or right of first offer or that limits purport to limit the ability of the Company, any such Company or Company Subsidiary of the Company or any of their respective Affiliates to ownofficers, operate, sell, transfer, pledge managers or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) directors to compete or otherwise engage in any line of business or with any Person or in any geographic areaarea or during any period of time; (vi) each contract pursuant any Contract that grants any “most-favored nation” or other preferential pricing in relation to which the any services, products or territory or that requires such Company or any Company Subsidiary to purchase a minimum quantity of the Company may be obligated to issue goods or repurchase any Company Capital Stock services or any capital stock contains a right of first refusal option or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)similar right; (vii) each partnershipany Contract whereby such Company or Company Subsidiary grants exclusivity (limited or otherwise) to another Person, including with respect to products, markets, territories, or customers; (viii) any Contract with an operating partner or concerning a partnership or joint venture, limited liability companyor any other Contract that involves a sharing of revenues, grantor trustprofits, strategic alliance losses, costs, Taxes or liabilities by or of such Company or Company Subsidiary with any other Person; (ix) all employment-related Contracts, all consulting agreements and all Contracts for the payment of commissions or bonuses to any Person, in each case involving aggregate compensation or other payments in excess of $100,000; (x) any consignment, distributor, dealer, manufacturer’s representative, and sales agency Contracts, in each case involving aggregate compensation or other payments in excess of $100,000; (xi) any written or unwritten communications or projections made with dispensaries or other potential customers for future supply of cannabis and related products, in each case which contemplates aggregate revenues or expenditures in excess of $100,000; (xii) any Contract whereby any Company provides or receives management, consulting or similar administrative services that involves aggregate compensation or other payments in excess of $100,000; and (xiii) any settlement agreement or other similar agreement to which the Company or a Subsidiary in respect of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of proceeding during the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs Compliance Period involving payments in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company100,000. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Each Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legalvalid and binding on such Company or Company Subsidiary, validas applicable, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject. Neither such Company nor such Company Subsidiary, as to enforceabilityapplicable, nor, to Creditors’ Rights. Except as would not reasonably be expected to havesuch Company’s Knowledge, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Company Contract norMaterial Contract. No event has occurred during the Compliance Period or, to the knowledge of the such Company’s Knowledge, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by such Company or Company Subsidiary or any other party to any under such Company Contract in breach or default thereunderMaterial Contract. Complete and accurate correct copies of each Company Material Contract in effect as of the date hereof (including all amendments modifications, amendments, and modificationssupplements thereto and waivers thereunder) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractVerano.

Material Contracts. (a) Section 4.16(aThe Company has delivered or otherwise made available to Newco true, correct and complete copies of all contracts and agreements in effect on the date hereof (and all amendments, modifications and supplements thereto and all related letter agreements to which the Company is a party affecting the obligations of any party thereunder) to which the Company or any Company Subsidiaries is a party or by which any of its properties or assets are bound that are material to the financial condition, results of operations, business, properties, prospects or assets of the Company Disclosure Letter sets forth a true and complete listthe Company Subsidiaries taken as whole (collectively, as of the date of this Agreement, of: "Company Material Contracts"). The Company Material Contracts shall be deemed to include all: (i) Each mergeremployment, business combinationconsulting, acquisitionnon-competition, purchaseseverance, sale golden parachute or divestiture indemnification contracts (including, without limitation, any contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in which the receipt Company is a party involving employees of or making of future payments in excess of $100,000; the Company); (ii) each contract that grants any licensing, merchandising or distribution agreements; (iii) contracts granting a right of first refusal or right first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of first offer material properties or that limits the ability assets of the Company (by merger, purchase or sale of assets or stock or otherwise) entered into since May 26, 1993 (other than the acquisition of the Brentwood, Tennessee property, which has been disposed of by the Company, ); (vi) contracts or agreements with any Subsidiary Governmental Entity; (vii) all material agreements relating to indebtedness of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments Company Subsidiary or guarantees in respect thereof) of indebtedness by the Company or any of its Subsidiaries Company Subsidiary; (whether incurred, assumed, guaranteed or secured by any assetviii) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicitall noncompetition, exclusivity or similar type of provision that materially restricts other agreements restricting the ability of the Company or any of Company Subsidiary to operate its Subsidiaries business as now, or contemplated to be, conducted; (including Parent upon consummation of the Transactionsix) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely agreements between or among the Company and any of its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary officers, its directors, holders of 5% of the Company, on the one hand, and any officer, director outstanding Shares or Affiliate (other than a wholly-owned Subsidiary of the Company) affiliates of the Company or any Company Subsidiary (all of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms which agreements are defined also listed in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ixSection 3.15(a)(ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; Disclosure Schedule); and (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant all commitments and agreements to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or enter into any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Companyforegoing. (b) Collectively, the contracts Except as set forth in Section 4.16(a3.15(b) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding of the Company and each of its Subsidiaries), each Company Contract Disclosure Schedule: (i) There is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or no default under any Company Material Contract noreither by the Company or, to the knowledge of the Company, is by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or, to the knowledge of the Company, any other party, in any such case in which such default or event could reasonably be expected to have a Company Material Adverse Effect. (ii) No party to any such Company Material Contract in has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder. Complete and accurate copies of each , in any such case in which such breach or default could reasonably be expected to have a Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractMaterial Adverse Effect.

Material Contracts. (a) Section 4.16(a3.14(a) of the Company Disclosure Letter Schedules sets forth a true and complete list, as list of all of the date Contracts of this Agreement, ofthe Company Entities that: (i) Each merger, business combination, acquisition, purchase, sale involve individual or divestiture contract that contains representations, covenants, indemnities aggregate payments to or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments by any Company Entity in excess of $100,000100,000 in either of the past two (2) full fiscal years or $75,000 in the current fiscal year; (ii) each contract that grants any right of first refusal involve remaining aggregate payments to or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty theretoCompany Entity in excess of $100,000 and have a remaining term of more than one (1) year from the date hereof (and cannot be terminated by such Company Entity without material penalty); (iii) each contract relating to outstanding Indebtedness (concern the operation or commitments establishment of a partnership, joint venture or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000similar arrangement; (iv) each employment contract require any Company Entity to which the Company purchase its total requirements for any product or service from a Subsidiary of the Company is a third party other than employment contracts or that can be terminated at any time with less than two days’ notice and without financial liability to the Company contain “take or any of its Subsidiariespay” provisions; (v) each contract containing any nonprovide for earn-compete, non-solicit, exclusivity outs or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic areacontingent obligations; (vi) each contract pursuant relate to which the Company acquisition, issuance or transfer of any Subsidiary securities of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)Entity; (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement create or other similar agreement to which the Company guarantee any Indebtedness or impose a Subsidiary of the Company is a party Lien (other than a Permitted Lien) on any such agreement solely between or among the assets of any Company and its wholly-owned SubsidiariesEntity (other than ordinary course trade payables); (viii) each contract between or among provide for the Company or any Subsidiary disposition of the Company, on the one hand, and any officer, director or Affiliate assets (other than a wholly-owned Subsidiary in the Ordinary Course of Business) or business of any Company Entity or any agreement for the acquisition of the Companyassets or business of any other Person (whether by merger, sale of stock, sale of assets or otherwise) (other than in the Ordinary Course of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange ActBusiness), on the other hand; (ix) each contract that obligates the include any covenant binding on any Company Entity or any director, manager, officer or employee of its Subsidiaries to indemnify such Company Entity in the nature of a non- competition or exclusivity agreement or that otherwise limits or restricts such Company Entity or Person from competing or otherwise conducting the Business in any past manner or present directors, officers, or employees of the Company or any of its Subsidiariesplace; (x) each material vendorare with any current or former employee, supplier officer, manager, director, consultant or third party consulting independent contractor that are not terminable without penalty or other cost on thirty (30) days’ or less notice, including without limitation any employment, severance, termination, change in control or similar contract agreement or any agreement providing for any increase in compensation, vesting, acceleration of payments or other similar rights or any other consideration of any kind; (xi) provide for bonuses, options, pensions, deferred compensation, profit sharing, equity, fringe or other benefits or similar arrangements with any current or former employee, officer, manager, director, consultant, or independent contractor containing continuing obligations of any Company Entity or with respect to which any Company Entity has any Liability (contingent or otherwise); (xii) relate to the provision of fiduciary, administrative, recordkeeping or other services in connection with any Company Benefit Plan that is not otherwise described terminable without penalty or other cost on thirty (30) days’ or less notice; (xiii) grant any Person a power of attorney; (xiv) provide for the use, lease or indefeasible right of use (“IRU”) of fiber by a Company Entity; or (xv) was not entered into in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time Ordinary Course of Business and (B) under which it is reasonably expected creates an obligation of the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs Entities in excess of $50,000 following 100,000. (collectively, the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the CompanyMaterial Contracts”). (b) Collectively, True and complete copies of each Material Contract have been made available to the contracts set forth in Section 4.16(a) are herein referred to as Buyer. Each of the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that Contracts is a party thereto valid and binding obligation of the applicable Company Entity, is in full force and effect, subjectand is enforceable by such Company Entity in accordance with its terms, except as may be limited by (A) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to enforceabilitytime in effect which affect creditors’ rights generally, to Creditors’ Rightsor (B) legal and equitable limitations on the availability of specific remedies. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither None of the Company nor Entities are, and to Sellers’ Knowledge each other party to each such Material Contract is not, in material breach or default of any terms or conditions thereunder, and no event has occurred which with notice or lapse of its Subsidiaries is in time or both would constitute a material breach or default under any Company terms or conditions of any Material Contract noror permit termination, to the knowledge of the Companymodification or acceleration thereof, is or reduce any other party to any such Company Contract in breach or default material benefits thereunder. Complete and accurate copies of each Company Contract in effect as of Since January 1, 2016, neither the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither Sellers nor the Company nor any of its Subsidiaries Entities has received written notice of that any material violation of party to any Material Contract intends to terminate any Material Contract or material default under repudiate any Company Contractprovision thereof.

Material Contracts. (a) Section 4.16(aExcept as set forth in Schedule 3.09(a) of and excluding any Contract that is an Excluded Asset or an Excluded Liability, with respect to the Company Disclosure Letter sets forth a true and complete listBusiness, as of the date of this Agreement, ofAgreement neither Seller nor any of its Subsidiaries (including the Purchased Subsidiary Companies) is a party to or bound by: (i) Each mergerany Contract providing for the performance of services or the delivery of goods or materials by Seller or any of its Subsidiaries that requires annual payments to Seller or any of its Subsidiaries of $1,000,000 or more; (ii) any lease of personal property requiring (A) annual rentals of $1,000,000 or more or (B) aggregate payments by Seller and its Subsidiaries of $2,000,000 or more, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations in the case of each of clauses (including “earnout” or other contingent payment obligationsA) and (B) that would reasonably cannot be expected to result in the receipt terminated on not more than 120 days’ notice without payment by Seller or and its Subsidiaries of or making of future payments any penalty in excess of $100,000; (iiiii) each contract any agreement for the purchase of materials, supplies, goods, services, equipment or other tangible assets from a third party that grants any right of first refusal or right of first offer or that limits the ability is one of the Company, any Subsidiary ten (10) largest suppliers (by dollar-value of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereoftotal purchases) of the Company Business for the twelve (12)-month period ended November 24, 2013, that cannot be terminated on not more than 120 days’ notice without payment by Seller or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by of any asset) penalty in excess of $50,000300,000; (iv) each employment contract to which the Company any material partnership, joint venture, franchise, development (including any area development), royalty, management or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiariessimilar agreement; (v) each contract containing any non-compete, non-solicit, exclusivity Contract that limits the freedom of Seller or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic in any area, in each case which would so limit the freedom of Buyer after the Closing Date; (vi) each contract pursuant any Contract (i) granting to which Seller or one of its Subsidiaries any right to use, exploit or practice any third party Intellectual Property Right necessary for or otherwise material to the Company Business, other than COTS Licenses, or (ii) constituting a grant by Seller or one of its Subsidiaries to any Subsidiary third party of the Company may be obligated any right to issue use, exploit or repurchase practice any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)Business Intellectual Property; (vii) each partnershipany note, joint venturemortgage, limited liability company, grantor trust, strategic alliance indenture or other obligation or agreement or other similar agreement instrument for or relating to which Indebtedness for borrowed money (including capitalized leases), or any guarantee of third party obligations, or any lien securing such Indebtedness or obligations, or any letters of credit, performance bonds or other credit support for the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries)Business; (viii) each contract between any Contract that is a settlement, conciliation or among similar agreement with any Governmental Authority binding upon the Business or any Purchased Company or any Subsidiary of pursuant to which the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company Business or any Purchased Company will be required after the date of its Subsidiaries or any this Agreement to pay consideration in excess of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand$250,000; (ix) each contract any Contract that obligates the Company requires any party to provide goods or services (or to act in any of its Subsidiaries to indemnify any past manner) on an exclusive basis or present directors, officers, or employees of the Company or any of its Subsidiaries;containing “most favored nation” provisions; or (x) each material vendor, supplier any Contract or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after Lease involving commitments by the Effective Time and (B) under which it is reasonably expected the Company Business or any Purchased Company to make capital expenditures or the acquisition or construction of its Subsidiaries will be required to pay fees, expenses or other costs fixed assets in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company250,000. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to haveexpected, individually or in the aggregate, to be material to the Business, (i) each Contract and Lease set forth, or required to be set forth, in Schedule 3.09 (each, a Company “Material Adverse Effect Contract”) is a valid and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each binding agreement of Seller and/or one of its Subsidiaries)Subsidiaries party thereto, as applicable and, to the knowledge of Seller, each Company Contract is legalother party thereto, valid, binding and enforceable in accordance with its terms on the Company terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and each of its Subsidiaries that is a party thereto similar Laws affecting creditors’ rights generally and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected general principles of equity, (ii) to have, individually or in the aggregate, a Company Material Adverse Effectknowledge of Seller, neither the Company Seller nor any of its Subsidiaries is in material breach or material default, or has received any written notice of any material breach, material default or event that, with or without notice or lapse of time, or both, would constitute a material breach or material default by Seller or any of its Subsidiaries under any Company Material Contract norwhich has not been cured, and (iii) to the knowledge of the CompanySeller, is any no other party to any such Company a Material Contract is in breach of or default thereunderunder such Material Contract. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise Seller has made available to Parent. Neither Buyer true, correct and complete copies of all Material Contracts (or reasonably detailed summaries of the Company material terms thereof) as in effect on the date of this Agreement. (c) To the knowledge of Seller, neither Seller nor any of its Subsidiaries is in material breach or material default, or has received any written notice of any material violation breach, material default or event that, with or without notice or lapse of time, or both, would constitute a material breach or material default by Seller or any of its Subsidiaries under any Company ContractMaterial Shared Contract which has not been cured.

Material Contracts. (a) Section 4.16(a3.09(a) of the Company Disclosure Letter sets forth a true and complete list, as Schedules lists each of the date following Contracts of this Agreementthe Company (such Contracts, of:“Material Contracts”): (i) Each mergeran employment Contract, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result than any offer letter entered into by the Company in the receipt ordinary course of business that (A) provides for total annual remuneration of less than Seventy-Five Thousand and No/100 Dollars ($75,000.00) and (B) does not provide for the payment of severance, guarantee any benefit(s) or making of future payments in excess of $100,000otherwise grant or provide for entitlements beyond those granted or provided to “at will” employees generally or as required by applicable Law; (ii) each contract that grants a management, service, consulting or other similar type of Contract; (iii) a Contract or agreement with any right of first refusal labor or right of first offer trade union, works council, labor organization, association or that limits the ability similar entity representing an employee of the Company; (iv) a Contract that provides for severance (other than severance required under applicable Law), change in control, retention or other similar payments to officers, employees, directors or other service providers of the Company; (v) a Contract under which the Company has borrowed any money from, or issued any note, bond, debenture or other evidence of Indebtedness to, any Subsidiary Person, or any other note, bond, debenture or other evidence of Indebtedness issued to any Person, in each case which, individually, is in excess of Fifty Thousand and No/100 Dollars ($50,000.00); (vi) a Contract under which (A) any Person has directly or indirectly guaranteed Indebtedness, Liabilities or obligations of the Company or (B) the Company has directly or indirectly guaranteed indebtedness, Liabilities or obligations of any Person (in each case other than endorsements for the purpose of collection in the ordinary course of business), in any such case which, individually, is in excess of Twenty Five Thousand and No/100 Dollars ($25,000.00); (vii) a Contract granting a Lien upon any property or asset of the Company; (viii) a Contract under which the Company has made (or committed to make) any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than ordinary course receivables); (ix) a Contract providing for indemnification of any Person with respect to Liabilities relating to any current or former business of the Company or any of their respective Affiliates predecessor to ownthe Company, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice Contracts entered into in the ordinary course of or consent business the primary purpose of which is not to assignment by any counterparty thereto)provide such indemnification; (iiix) each contract relating a currency exchange, interest rate exchange, commodity exchange or similar Contract; (xi) any power of attorney or other similar agreement or grant of agency; (xii) a Contract purporting to outstanding Indebtedness (or commitments or guarantees in respect thereof) limit the freedom of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with operate in any Person jurisdiction, including any agreement that contains any exclusivity, non-competition, non-solicitation or geographic areano-hire provisions; (vixiii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each a partnership, joint venture, limited liability company, grantor trustjoint venture, strategic alliance agreement shareholders or other similar agreement to which Contract providing for the sharing of any profits with any Person; (xiv) a Contract that involves (A) obligations (contingent or otherwise) of, or payments by, the Company in excess of Fifty Thousand and No/100 Dollars ($50,000.00) in the twelve (12) month period ending on the date hereof or a Subsidiary reasonably expected to be in excess of Fifty Thousand and No/100 Dollars ($50,000.00) in the twelve (12) month period commencing on the date hereof and (B) payments to the Company is in excess of Fifty Thousand and No/100 Dollars ($50,000.00) in the twelve (12) month period ending on the date hereof or reasonably expected to be in excess of Fifty Thousand and No/100 Dollars ($50,000.00) in the twelve (12) month period commencing on the date hereof; (xv) a party Contract relating to the past or future disposition or acquisition of any material assets or investment in any Person or of any interest in any business enterprise (other than any such agreement solely between whether by asset purchase, equity purchase, merger, consolidation, recapitalization or among the Company and its wholly-owned Subsidiariesotherwise); (viiixvi) each contract between or among a Contract requiring the Company to purchase or sell any Subsidiary security or otherwise contains ongoing obligations of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xixvii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) a Contract with respect to the Company or any Subsidiary of the CompanyGovernmental Authority. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Each Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legalin full force and effect, valid, is binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effectnot subject to any claims, subjectcharges, as to enforceability, to Creditors’ Rightsset-offs or defenses. Except as would The Company is not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract default, nor, to the knowledge of the CompanySellers’ Knowledge, is any other party to any such Company Material Contract in breach or default thereunderunder such Material Contract. Complete and accurate copies No circumstances exist or have occurred which, with the giving of each notice or passage of time or both, may give rise to, serve as a basis for, or would constitute, a breach or default, under any Material Contract. The Company Contract in effect as has no present expectation or intention of the date hereof (including all amendments and modifications) have been furnished not fully performing any obligation pursuant to or otherwise made available to Parentany Material Contract. Neither the Company nor Sellers have received any notice from any counterparties in connection with any of its Subsidiaries has received written notice the Material Contracts of (a) any material violation of breach or material default under any Material Contract, (b) any notice that any such party intends to terminate, not renew, cancel or substantially decrease its business with the Company Contractor the Members, or (c) any claim for damages or indemnification. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer.

Material Contracts. (a) Section 4.16(a) 2.19 of the Company Disclosure Letter sets forth Schedule contains a true and complete listlist of all material contracts (written or oral), plans, undertakings, commitments or agreements to which the Company or any of its subsidiaries is a party or by which any of them is bound as of the date of this Agreement, of. (b) Section 2.19 of the Company Disclosure Schedule contains a complete and accurate list of the following: (i) Each mergerpromissory notes, business combinationloans, acquisitionagreements, purchaseindentures, sale or divestiture contract that contains representations, covenants, indemnities evidences of indebtedness or other obligations instruments providing for the lending of money, whether as borrower, lender or guarantor (including “earnout” excluding trade payables or other contingent payment obligations) that would reasonably be expected to result receivables arising in the receipt ordinary course of or making of future payments in excess of $100,000business); (ii) each contract that grants any right of first refusal contracts or right of first offer or that limits agreements containing covenants limiting the ability of the Company, any Subsidiary freedom of the Company or any of their respective Affiliates its subsidiaries or affiliates to own, operate, sell, transfer, pledge engage in any line of business or otherwise dispose of compete with any businesses, securities person or assets (other than provisions requiring notice of or consent to assignment by operate at any counterparty thereto)location; (iii) each contract relating to outstanding Indebtedness change in control or similar arrangements with any officers, employees or agents of the Company that will result in any obligation (absolute or commitments or guarantees in respect thereofcontingent) of the Company or any of its Subsidiaries subsidiaries to make any payment to any officers, employees or agents of the Company following either the consummation of the transactions contemplated hereby, termination of employment, or both (whether incurred, assumed, guaranteed or secured by any assetother than as set forth in Section 2.10(e) in excess of $50,000the Company Disclosure Schedule); (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiarieslabor contracts; (v) each contract containing any non-competelicense, non-solicitconsent, exclusivity royalty and other agreements concerning Intellectual Property (as defined below) (other than agreements with guides and other providers of content entered into in the ordinary course of business); (vi) distribution and syndication partnerships or arrangements; (vii) joint venture or partnership agreements or joint development or similar type agreements pursuant to which any third party is entitled to develop any products on behalf of provision that materially restricts the ability Company or its subsidiaries (other than agreements with guides and other providers of content entered into in the ordinary course of business); (viii) any contract or agreement for the acquisition, directly or indirectly (by merger or otherwise), of material assets (other than inventory) or capital stock of another person; and (ix) contracts or agreements involving the issuance or repurchase of any capital stock of the Company or any of its Subsidiaries subsidiaries (including Parent upon consummation other than the Stock Plans and the ESPP and the Company's repurchase rights with respect to Company Common Stock issued in connection with any of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area;foregoing). (vic) each contract pursuant For the purpose of this Agreement, the term "CONTRACTS" shall mean all of the contracts (written or oral), plans, undertakings, commitments and agreements are, or are required to which the Company or any Subsidiary be, contained in Section 2.19 of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary Disclosure Schedule. True and complete copies of the written Contracts identified on Section 2.19 of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) Disclosure Schedule have been furnished to delivered or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Except for (i) this Agreement and (ii) any Contracts disclosed in the Company SEC Documents, Section 4.16(a4.21(a) of the Company Disclosure Letter sets forth a true Schedule contains an accurate and complete list, as list of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result each Contract in the receipt of or making of future payments categories described below in excess of $100,000; (ii) this Section 4.21(a), in each contract that grants any right of first refusal or right of first offer or that limits the ability of the Companycase, any Subsidiary of to which the Company or any of their respective Affiliates to ownits Subsidiaries is a party, operateor by which the assets or properties of such Persons are bound, selland under which the Company or any of its Subsidiaries has any current or future rights, transferresponsibilities, pledge obligations or otherwise dispose liabilities (in each case, whether contingent or otherwise), in each case as of any businessesthe date hereof (each, securities whether or assets (other than provisions requiring notice not set forth on Section 4.21(a) of or consent to assignment by any counterparty thereto);the Company Disclosure Schedule, a “Material Contract”): (iiii) each contract relating to outstanding Indebtedness Contract that (or commitments or guarantees in respect thereofA) materially limits the freedom of the Company or any of its Subsidiaries to compete in any line of business or geographic region, or with any Person, (whether incurredB) contains any material “most favored nation” provision, assumedexclusive dealing arrangement or arrangement that grants any call or put option, guaranteed or secured by any asset) in excess tag-along right, drag-along right, right of $50,000; (iv) each employment contract to which the Company or a Subsidiary first refusal, right of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any first offer, right of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity first negotiation or similar type of provision that preferential right to any other Person, (C) prohibits or materially restricts limits the ability rights of the Company or any of its Subsidiaries to make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets, (including Parent upon consummation D) purports to limit in any material respect the ability of the TransactionsCompany or its Subsidiaries (or, at and after the Effective Time, Parent or its Subsidiaries) to compete hire, employ or otherwise engage in any line of business or enter into a similar arrangement with any Person (other than ordinary course employee non-solicit or geographic areanon-compete restrictions), (E) provides for the Company or any Subsidiary to be the exclusive or preferred provider of any product or service to any Person, or (F) provides for any Person to be the exclusive or preferred provider of any product or service to the Company or any Subsidiary or that otherwise involves the granting by the Company or any Subsidiary to any Person of exclusive or preferred rights of any kind; (viii) other than with respect to a partnership or entity that is wholly owned by the Company or any of its Subsidiaries, any partnership or joint venture Contracts, or any material strategic alliance, or joint development Contract; (iii) each contract Contract evidencing outstanding Indebtedness of the Company (solely under clauses (a) and (b) of the definition of “Indebtedness”) or any of its Subsidiaries or any financial guaranty thereof in an amount, together with any undrawn commitments to fund Indebtedness under such Contract, in excess of $10,000,000, other than (A) Contracts among the Company and its wholly owned Subsidiaries and (B) financial guarantees entered into in the ordinary course of business with a value less than $10,000,000; (iv) any Contract (excluding licenses for commercial off-the-shelf computer software or non-exclusive licenses granted in the ordinary course of business) to which the Company or any of its Subsidiaries is a party pursuant to which the Company or any Subsidiary of its Subsidiaries (A) is granted any license or right to use, or covenant not sue with respect to, any Intellectual Property of a Third Party or (B) has granted to a Third Party any license or right to use, or covenant not to sue with respect to, any Intellectual Property, and, in the case of both (A) and (B), which Contract is material to the Company may be obligated to issue and its Subsidiaries, taken as a whole; (v) any collective bargaining agreement, works council agreement, labor or repurchase trade union contracts or other similar agreement with any union or other bargaining representative of any Company Capital Stock Employee (collectively, “Collective Bargaining Agreements”); (vi) each Contract with any Company Service Provider that provides for any severance, retention, change in control, stay, transaction-based or any capital stock similar bonuses or other equity interests in any Subsidiary of the termination payments or benefits to such Company (including the Company Warrants and the Company Convertible Notes)Service Provider with an aggregate value exceeding $1,000,000; (vii) any Contract involving (A) a pending acquisition or sale of (or option to purchase or sell) any vessel or any other material asset, including any Company Vessel (other than acquisitions or dispositions of inventory in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets), in each partnershipcase, joint ventureother than with respect to the acquisition or sale of a vessel, limited liability companyinvolving assets with an aggregate fair market value not exceeding $10,000,000, grantor trust, strategic alliance agreement (B) any acquisition or divestiture Contract that contains unpaid “earn out” or other similar agreement contingent payment obligations that are reasonably expected to which exceed $10,000,000 in the Company aggregate, or a Subsidiary of the Company is a party (other than C) any such agreement solely between acquisition or among the Company and its wholly-owned Subsidiaries)divestiture Contract that contains material outstanding indemnity obligations; (viii) each contract between any Contract that relates to the time or among the bareboat chartering (including time charters, bareboat charters or similar agreements with Governmental Authorities), management (technical and/or commercial), crewing, operation, stacking, finance leasing (including sale/leaseback or similar arrangements) or pooling of any Company Vessel that has resulted in payments to or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of by the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined more than $10,000,000 in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on aggregate for the other handprior fiscal year; (ix) any ship-sales, memorandum of agreement or other vessel acquisition Contract entered into since January 1, 2021 other than with respect to the Company Vessels and any Contract entered into since January 1, 2021 with respect to Newbuildings and the financing thereof, including performance guarantees, counter guarantees, refund guarantees, supervision agreements and plan verification services agreements; (x) any Contract providing for an advance or capital contribution to, or investment in, any Person that is not the Company or its Subsidiaries, in each contract case, in amounts exceeding $10,000,000 over any 12-month period; (xi) any Contract relating to financial (including interest rate and exchange rate) or commodities hedging, swaps, options, futures, forward contracts or similar arrangements, in each case, having an outstanding principal or notional amount in excess of $10,000,000; (xii) any Contract involving the settlement, conciliation or similar resolution of any Legal Action that (A) obligates the Company or its Subsidiaries (or, at and after the Effective Time, Parent and its Subsidiaries) to make payments after the date hereof in excess of $10,000,000, (B) imposes any continuing material non-monetary obligations (other than customary confidentiality obligations) on the Company or its Subsidiaries (or, at and after the Effective Time, Parent and its Subsidiaries), (C) involves the admission of criminal wrongdoing by the Company or its Subsidiaries (or, at and after the Effective Time, Parent and its Subsidiaries) or (D) is with any Governmental Authority; (xiii) any Contract with any Governmental Authority involving payments to or by the Company or its Subsidiaries in an amount exceeding $1,000,000 in any calendar year during the term thereof; (xiv) any Real Property Lease; (xv) any Company Affiliate Contract; (xvi) any Contract pursuant to which the Company or any of its Subsidiaries spent or received, in the aggregate, more than $10,000,000 during the twelve (12) months prior to indemnify the date hereof or could reasonably be expected to spend or receive, in the aggregate, more than $10,000,000 during the twelve (12) months immediately after the date hereof (including any past or present directors, officers, or employees of Contract relating to any future capital expenditures by the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time); and (xixvii) each “material contract” Contract (as such term is defined in Item 601(b)(10including any side letters) governing or otherwise materially amending, modifying, supplementing any of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company Exchangeable Notes Indenture or any Subsidiary of the CompanyExchangeable Notes Hedge Obligations. (b) CollectivelyExcept for breaches, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as violations or defaults which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company (or any breaches under any such Material Contract has that arise by virtue of such Contracts having been duly authorized and is enforceable shared with any Member), or as set forth on each party thereto (excluding Section 4.21(b) of the Company and Disclosure Schedule, as of the date hereof (i) each of its Subsidiaries), each Company Material Contract is legal, valid, binding valid and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effecteffect and (ii) neither the Company nor any of its Subsidiaries, subjectnor to the Company’s Knowledge any other party to any such Contract, is in violation of any provision thereof and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto. To the Knowledge of the Company, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in of the aggregate, a Company Material Adverse Effectdate hereof, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract norhas received, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished of this Agreement, any notice in writing to terminate or otherwise made available not renew any Material Contract that would be material to Parent. Neither the Company nor any of and its Subsidiaries has received written notice of any material violation of or material default under any Company ContractSubsidiaries, taken as a whole.

Material Contracts. 3.13.1. As of the date hereof, neither the Company nor any Company Subsidiary is a party to or bound by any of the following (each, a “Material Contract” and collectively, the “Material Contracts”): (a) Section 4.16(a) any agreement, contract or commitment for the sale of services by the Company Disclosure Letter sets forth a true and complete listor any Company Subsidiary, which services have not been performed as of the date of this Agreementhereof, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of and involving future payments receipts in excess of $100,000; (iib) each any contract which is expected to involve payment by or to the Company and the Company Subsidiaries of more than $100,000 individually during the next twelve (12) months; (c) any contracts with Governmental Entities or consent decrees of Governmental Entities to which the Company or any Company Subsidiary is bound; (d) any Company IPR Agreement; (e) any Material Lease; (f) any contract that grants limits or restricts where the Company or any Company Subsidiary may conduct its business, the type or line of business in which the Company or any Company Subsidiary may engage, including any non-competition agreement, non-solicit or other restrictive covenant agreement, or with whom the Company or any Company Subsidiary may compete; (g) any contract that provides for “most favored nations” terms or establish an exclusive sale, service or purchase obligation; (h) any interest rate or non-U.S. currency swap, cap, collar, hedge or insurance agreement, or options or forwards on such agreements or other similar agreements for the purpose of managing the interest rate or non-U.S. exchange risk associated with its financings; (i) any contract which contains restrictions with respect to payment of dividends or any other distributions in respect of the capital stock or other equity interests of the Company or any Company Subsidiary; (j) any contract granting a right of first refusal or right of refusal, first offer or similar preferential right to purchase or acquire equity interests in the Company; (k) any agreement with any employee or independent contractor that limits (i) provides for severance payments (in excess of those required by applicable Law, if any) if the ability Company or any Company Subsidiary terminates such employee’s or independent contractor’s employment or service without cause or such employee or independent contractor terminates his or her employment or service for good reason or (ii) provides for an annual compensation opportunity (including all salary, wages, target bonus opportunity, commissions, fees or similar payments) that exceeds or is reasonably expected by the Company to exceed $100,000; (l) any contracts (other than this Agreement and the other Transaction Documents) pursuant to which the consummation of the Companytransactions contemplated by this Agreement will, (i) result in any Subsidiary payment becoming due to any current or former employee, officer, director, or independent contractor of the Company or any of their respective Affiliates to ownthe Company Subsidiaries, operate(ii) increase any amount of compensation or benefits otherwise payable under any Company Employee Plan, sell(iii) result in the acceleration of the time of payment, transfer, pledge funding or otherwise dispose vesting of any businessesbenefits under any Company Employee Plan, securities (iv) require any contributions or assets payments to fund any obligations under any Company Employee Plan, or (other than provisions requiring notice of v) limit the right to merge, amend or consent to assignment by terminate any counterparty thereto)Company Employee Plan; (iiim) each contract relating to outstanding Indebtedness (collective bargaining agreements or commitments other contracts with any labor union or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000labor organization; (ivn) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment any contracts that can be terminated at any time with less than two days’ notice and without financial liability relating to the Company or settlement of any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract claim and pursuant to which the Company or any of the Company’s Subsidiaries is obligated to pay consideration after the date of this Agreement in excess of $100,000; (o) any agreement that provides for the incurrence by the Company or any Company Subsidiary of Indebtedness; (p) any agreement that provides for a loan or extension of credit by the Company may be obligated to issue or repurchase any Company Capital Stock Subsidiary to any other Person, except in the ordinary course of business consistent with past practice; (q) any lease, rental agreement or installment or conditional sale agreement for personal property involving future fixed annual rental payments in excess of $75,000; (r) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $100,000 individually; (s) any agreement, contract or commitment relating to the disposition or acquisition of assets or securities (whether by merger, consolidation or other business combination, sale or purchase of securities, sale or purchase of assets or otherwise) or any capital stock or other equity interests interest in any business enterprise, business segment or division outside the ordinary course of business; (t) any contract providing for the guaranty by the Company or any Company Subsidiary of any obligations of a Company Subsidiary that is not, directly or indirectly, wholly owned by the Company (including the Company Warrants and the Company Convertible Notes);any joint venture) or any third Person; or (viiu) each partnership, any joint venture, partnership agreement or limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary company agreement. 3.13.2. Each of the Company Material Contracts is in full force and effect and constitutes a party (other than any such agreement solely between or among the Company legal, valid and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) binding obligation of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act)applicable Company Subsidiary and, on to the Company’s Knowledge, the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directorsparties thereto, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on against the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a applicable Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract norSubsidiary and, to the knowledge Company’s Knowledge, the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar Laws relating to or affecting creditors’ rights and remedies generally, or by general equity principles. The Company or the applicable Company Subsidiary, and to the Company’s Knowledge, each of the other parties to the Material Contracts, has fulfilled and performed in all material respects its obligations under each of the Material Contracts and is not in, or, to the Company’s Knowledge, is any alleged to be in, material default thereunder. To the Company’s Knowledge, no other party to any such Company Contract in breach or default of the Material Contracts has materially defaulted thereunder. Complete and accurate copies No written notice has been received by the Company or any Company Subsidiary of each Company any material default under or termination of any Material Contract in effect as that has not been cured. As of the date hereof (including all amendments and modifications) have been furnished to hereof, the Company has delivered or otherwise made available to Parent. Neither Buyer true and complete copies of all Material Contracts and all material amendments or other modifications thereto or, in the Company nor any case of its Subsidiaries has received written notice of any material violation of or material default under any Company Contractoral Material Contracts, true, complete and correct summaries thereof.

Material Contracts. (a) Section 4.16(a) of Except for this Agreement, the Benefit Plans and agreements filed as exhibits to the Company Disclosure Letter sets forth a true and complete listSEC Documents, as of the date of this Agreement, ofneither Company nor any of its Subsidiaries is a party to or bound by: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any restriction on the right or ability of Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of another person or (B) contains an exclusivity or "most favored nation" clause that restricts the business of Company or any of its Subsidiaries in a material manner, other than those contained in customary oil and gas leases or customary confidentiality agreements; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of Company or any of its Subsidiaries in an amount in excess of $100,000, except any transactions among Company and its wholly owned subsidiaries or among Company’s wholly owned Subsidiaries; (iv) any Contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties with a value, or requiring the payment of an annual amount by Company and its Subsidiaries, in excess of $100,000; (v) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between Company and its Subsidiaries or among Company’s Subsidiaries and other than any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Interests of Company; (vi) any Contract expressly limiting or restricting the ability of Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vii) any Contract that obligates Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than (A) advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Gas Interests of Company not covered by a joint operating agreement or participation agreement or (B) any loan or capital contribution to, or investment in Company or one of its wholly owned Subsidiaries; (viii) any Contract providing for the Exchange Actsale by Company or any of its Subsidiaries of Hydrocarbons that (A) has a remaining term of greater than 60 days and does not otherwise described allow Company or such Subsidiary to terminate it without penalty on 60 days’ notice or less or (B) contains a "take-or-pay" clause or any similar material prepayment or forward sale arrangement or obligation (excluding "gas balancing" arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor; (ix) any Contract that provides for a call or option on production, or acreage dedication to a gathering, transportation or other arrangement downstream of the wellhead, covering in this Section 4.16(aexcess of 100 Mcf per day (or, in the case of liquids, in excess of 25 barrels of oil equivalent) of Hydrocarbons per day over a period of one month (calculated on a yearly average basis); (x) any Oil and Gas Lease that contains express provisions (A) establishing bonus obligations in excess of $5,000 that were not satisfied at the time of leasing or signing or (B) providing for a fixed term, even if there is still production in paying quantities; (xi) any agreement pursuant to which Company or any of its Subsidiaries has paid amounts associated with any Production Burden in excess of $25,000 during the immediately preceding fiscal year or with respect to which Company reasonably expects that it will make payments associated with any Production Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $25,000 per year; (xii) any agreement which is a joint development agreement, exploration agreement or acreage dedication agreement (excluding, in respect of each of the foregoing, customary joint operating agreements) that either (A) is material to the operation of Company and its Subsidiaries, taken as a whole, or (B) would reasonably be expected to require Company and its Subsidiaries to make expenditures in excess of $25,000 in the aggregate during the 12-month period following the date hereof; (xiii) any acquisition Contract that contains "earn out" or other contingent payment obligations, or remaining indemnity or similar obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of Company set forth in the Company Reserve Reports that have been provided to Parent prior to the date of this Agreement), that would reasonably be expected to result in payments after the date hereof by Company or any Subsidiary of its Subsidiaries in excess of $50,000; or (xiv) any material lease or sublease with respect to a Company Leased Real Property. All contracts of the Companytypes referred to in clauses (i) through (xiv) above are referred to herein as "Company Material Contracts." (b) Collectively, Neither Company nor any Subsidiary of Company is in breach of or default under the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a terms of any Company Material Adverse Effect Contract. To the knowledge of Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract. Each Company Material Contract is a valid and assuming each binding obligation of Company Contract has been duly authorized and or the Subsidiary of Company that is enforceable on each party thereto (excluding and, to the Company and knowledge of Company, of each of its Subsidiaries)other party thereto, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Except as set forth on Section 4.16(a) 3.22 of the Company Disclosure Letter sets forth a true and complete listSchedule, as or part of day to day Business of the date Company, neither the Company or Oceanic nor any Subsidiary is a party to, nor are any of this Agreementthe Company’s, of:Oceanic’s or any Subsidiary’s assets bound by, any executory agreements, purchase orders (other than purchase commitments for raw materials and supplies in the ordinary course of business), bailment agreements, equipment leases, commitments, contracts, employment agreements, warranties, guarantees, understandings or other agreement (such agreements, together with any Leases, collectively the “Material Contracts”): (i) Each mergerwhich involve or may involve a payment, business combinationor delivery of assets or services, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,00050,000.00 Dollars per year; (ii) each contract that grants any right which are of first refusal or right a duration in excess of first offer or that limits twelve (12) months from the ability date of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)execution thereof; (iii) each contract relating to outstanding Indebtedness (which any direct or commitments indirect stockholder, officer, director or guarantees in respect thereof) employee of the Company and/or its Subsidiary or any member of its Subsidiaries (whether incurredsuch Person’s immediate family, assumedor any business entity in which such Person is a partner, guaranteed investor, officer or secured by director is a party in any asset) in excess of $50,000capacity; (iv) each employment contract to which with another Person materially limiting or restricting the Company or a Subsidiary ability of the Company is a party other than employment contracts that can be terminated at and/or any time with less than two days’ notice and without financial liability Subsidiary to the Company enter into or engage in any market or line of its Subsidiariesbusiness; (v) each contract containing which relate to the incurrence, assumption, surety or guarantee of any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic areaIndebtedness; (vi) each contract pursuant which relates to which the Company or sale of any Subsidiary of the assets of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in and/or any Subsidiary other than in the ordinary course of business consistent with past practices or for the Company (including the Company Warrants and the Company Convertible Notes);grant to any person of any preferential rights to purchase any of its assets; or (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement which creates or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than evidence an Encumbrance upon any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company ’s or any of its Subsidiaries Subsidiary’s assets or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Companyproperties. (b) CollectivelyTrue, correct and complete copies of each of the contracts Material Contracts (including all amendments thereto) have been delivered, or made available to Buyer. Each of the Contracts set forth in on Section 4.16(a) are herein referred to as 3.22 of the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and Disclosure Schedule is in full force and effect, subjectis the legal, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge valid and binding obligation of the Company, Oceanic and/or any Subsidiary, enforceable against them in accordance with its terms, except as such enforceability may be limited by general enforceability exceptions, is between the Company and the counterparty named on Section 3.22 of the Disclosure Schedule, has not been amended or modified except as set forth on Section 3.22 of the Disclosure Schedule, and constitutes the entire agreement between the parties thereto with respect to the subject matter thereof. Neither the Company or Oceanic nor any Subsidiary is and no other party to any such Company Contract of the Material Contracts is in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as , nor is there any fact or circumstance with respect to any of the date hereof (including all amendments and modifications) have been furnished Material Contracts which upon notice or lapse of time could give rise to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material a default under any Company Contractthereunder.