Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a) lists each of the following Contracts to which any Seller or the Purchased Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”): (i) all Contracts involving aggregate consideration in excess of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice; (ii) all Contracts that relate to the sale of any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or similar Contracts; (xi) all powers of attorney with respect to the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association. (b) Each Material Contract is valid and binding on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledge, any other party thereto is in breach of or default under any Material Contract in any material respects, 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 in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), 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. (ai) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a) lists each None of the following Contracts to which Core MTS Business or any Seller or the Purchased Subsidiary of its Subsidiaries is a party to or by which it is bound in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”):by: (iA) all Contracts involving aggregate consideration in excess any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $150,000 and which, in each case, cannot be cancelled without penalty 750,000 or without more than ninety (90) days’ noticemore; (iiB) all Contracts that relate to any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of any of the Transferred Assets materials, supplies, goods, services, equipment or other assets that provides for consideration in excess annual payments of $150,0005.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other than customer Contracts incurred in similar agreement or arrangement that is material to the Ordinary Course of Core MTS Business; (iii) (AE) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate agreement relating to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property business (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) three years preceding the date hereof involving aggregate consideration of $250,000 or that have any surviving obligationsmore; (viiF) all material distributorany agreement relating to indebtedness for borrowed money, agencythe deferred purchase price of property or capital leases (in either case, sales promotionwhether incurred, market researchassumed, marketing consulting guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and advertising Contracts(ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (viiiG) all Contracts with any Governmental Authority; agreement that restricts, prohibits or impairs (ixor purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) all Contracts that limit or purport to limit limits the ability of any Seller to compete freedom, in any line material respect, of business the Core MTS Business (or with any Person or the Company after the Closing) to conduct the following activities (i) engage in any line of business within business, (ii) sell, license or otherwise distribute services or products in any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or solicit business from “most favored party” rights, (II) any Personnon-competition or non-solicitation restrictions, and each Contract that could require (III) any rights of first refusal or rights of first offer or (IV) any limits on the disposition use of any material assets or line of business of any Sellerthe MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (xH) all joint ventureany material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, partnership or similar Contractsa covenant not to be sued under, any Intellectual Property Right; (xiI) all powers any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of attorney business consistent with respect to the Business or any Transferred Assetpast practice; (xiiJ) all Contracts between any agreement pursuant to which the Core MTS Business has provided or among leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a Seller on third party (including any contingent right to receive or lease source code containing or embodying any Software included in the one hand and MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of a Seller on MCK with obligations that continue following the Closing (other hand; andthan the Transaction Documents); (xiiiM) all collective bargaining any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or Contracts any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any labor organizationGovernmental Authority relating to corporate integrity, union deferred prosecution, or associationthe Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (bii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract Contract”) is a valid and binding on Sellers in accordance with its terms, agreement of the Core MTS Business and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller effect, and none of the Core MTS Business, or, to Sellers’ Knowledgethe knowledge of MCK, any other party thereto is in default or breach of or default under any Material Contract in any material respects, or has provided or received any notice respect under the terms of any intention to terminate, any such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. 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 in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” True and collectively, the “Post-Signing Contracts”), complete and correct copies of each MTI Material Contract (including Contract, and all modificationsamendments thereto, amendments and supplements thereto and waivers thereunder) in each case subject to the redaction of certain information, have been made available delivered to BuyerMCK or its outside counsel.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a) lists each Except as disclosed in Section 5.15 of the following Contracts to which any Seller ------------------ Source Disclosure Memorandum or otherwise reflected in the Source Financial Statements or the Purchased Subsidiary Joint Venture Financial Statements, none of the Source Entities, the Joint Venture nor any of their respective Assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under, (i) any employment, severance, termination, or retirement Contract, (ii) any Contract relating to the borrowing of money by any Source Entity or the guarantee by any Source Entity or the Joint Venture of any such obligation (other than Contracts evidencing trade payables and Contracts relating to borrowings or guarantees made in the ordinary course of business), (iii) any Contract which prohibits or restricts any Source Entity or the Joint Venture from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other Person, (iv) any Contract between or among Source Entities, or other Affiliates of Source, (v) any Contract involving Intellectual Property (other than Contracts entered into in the ordinary course with customers and "shrink-wrap" software licenses), (vi) any Contract relating to the provision of data processing, network communication, or other technical services to or by which it is bound in connection with the Business any Source Entity or the Transferred Assets Joint Venture, (vii) any Contract relating to the purchase or sale of any goods or services, including customer contracts, (viii) consulting Contracts, (ix) and all Contracts referred to in Sections 5.9 and 5.14(a) (other than Contracts in the case of (iv), (v), (vi), (vii), (viii) and (ix), entered into in the ordinary course of business and involving payments under any individual Contract not in excess of $100,000), as of the date of this Agreement (collectively, the “Material "Source Contracts”): "). With respect to each Source Contract and except as disclosed in Section 5.15 of the Source Disclosure Memorandum: (i) all Contracts involving aggregate consideration in excess of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice; (ii) all Contracts that relate to the sale of any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or similar Contracts; (xi) all powers of attorney with respect to the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association. (b) Each Material Contract is valid and binding on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect effect; (ii) no Source Entity nor the Joint Venture is in all Default thereunder; (iii) no Source Entity has repudiated or waived any material respects. No Seller orprovision of any such Contract; (iv) no other party to any such Contract is, to Sellers’ Knowledgethe Knowledge of Source, any other party thereto is in breach of or default under any Material Contract Default in any respect or has repudiated or waived any material respectsprovision thereunder; (v) there exists no actual, or to the Knowledge of Source, threatened, cancellation, termination, or limitation of, or any amendment, modification, or change to any Contract; (vi) no Source Entity has provided or received formal notice that any notice party to a Contract will not renew such Contract at the end of its existing term; and (vi) no Source Contract requires consent for assignment in connection with the transactions contemplated by this Agreement. All of the indebtedness of any intention to terminate, Source Entity for money borrowed is prepayable at any Material Contract. No event time by such Source Entity without penalty or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyerpremium.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(aSection 3.15(a) lists each of the following Contracts Disclosure Schedule sets forth a list, as of the date hereof, and the Company has made available to Parent (or Parent’s outside counsel) true, correct and complete (subject to any necessary redactions) copies of, each Contract, to which the Company or any Seller or the Purchased Subsidiary of its Subsidiaries is a party or by which it the Company, any of its Subsidiaries or any of their respective properties or assets is bound in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”):that: (i) all Contracts involving aggregate consideration in excess would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of $150,000 and which, in each case, cannot be cancelled without penalty Regulation S-K under the Securities Act or without more than ninety (90) days’ noticedisclosed by the Company on a Current Report on Form 8-K; (ii) all Contracts that relate contains any “most favored nations” terms and conditions (including with respect to pricing) granted by the sale of Company or any of its Subsidiaries or any covenants that limit in any material respect the Transferred Assets for consideration freedom of the Company or any of its Subsidiaries to compete or engage in excess any line of $150,000, other than customer Contracts incurred business or in the Ordinary Course of Businessany geographic area; (iii) provides for or governs the formation, creation, operation, management or control of any partnership, joint venture or similar profit-sharing arrangement that is material to the business of the Company and its Subsidiaries, taken as a whole; (iv) involves (A) the use or license by the Company or any material licenses or other rights granted to of its Subsidiaries of any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, Rights owned by a third party (other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is or commercially available to the public generally, with licenses, maintenance, support software and other fees of $100,000 or less, and (ii) non-exclusive license disclosure agreements entered into in the Ordinary Course ordinary course of Business, including Existing Contracts (as defined in the Buyer Software License Agreementbusiness consistent with past practice); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires (B) the joint development of products or technology with a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a wholethird party; (v) involves the license by the Company or any of its Subsidiaries of any of its material Intellectual Property Rights to any third party (other than indemnification (A) as ancillary to a sale of directors, officers or employees of the Business under the applicable Law products to customers or the governing documents purchase or use of Sellers and/or its Affiliatesequipment, all Contracts that provide for reagents or other materials and (B) any materials provided under material transfer agreements entered into in the indemnification ordinary course of any Person or the assumption of any Liability of any Personbusiness); (vi) all Contracts constitutes a manufacturing, supply, distribution, research, development, clinical (including clinical research organization), commercialization or marketing agreement that relate to provides for minimum payment obligations by the acquisition Company and/or any of its Subsidiaries of at least $250,000 in the aggregate in any business, a material amount of stock or assets of any other Person or any real property prospective twelve (whether by merger, sale of stock, sale of assets or otherwise12) within the last two (2) years or that have any surviving obligationsmonth period; (vii) all material distributorother than solely among wholly owned Subsidiaries of the Company, agencyrelates to indebtedness of the Company or any of its Subsidiaries, sales promotionwhether incurred, market researchassumed, marketing consulting and advertising Contractsguaranteed or secured by any asset, having an outstanding principal amount in excess of $250,000 in the aggregate; (viii) all Contracts with any Governmental Authorityagreement relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification or other contingent payment obligations; (ix) all Contracts that limit constitutes a Plan pursuant to which the Company or purport any Subsidiary is or may become obligated to limit the ability (A) make any severance, termination, tax gross-up or similar payment to any Company Employee or any spouse or heir of any Seller to compete Company Employee, (B) make any bonus, deferred compensation or similar payment (other than payments constituting base salary, bonus or compensation paid in any line the ordinary course of business consistent with past practice) to any Company Employee or with any Person (C) grant or engage in any line of business within any geographic area or acquire accelerate the assets or securities of another Personvesting of, or otherwise materially restricts Sellers’ ability to solicit or hire modify, any Person or solicit business from any Person, Company Options and each Contract that could require the disposition of any material assets or line of business of any SellerCompany RSU Award other than accelerated vesting as required by Company Plans; (x) all joint ventureis a settlement, partnership conciliation or similar Contractsagreement with or before any Governmental Body and pursuant to which the Company or any of its Subsidiaries will be required after the date of this Agreement to pay consideration in excess of $250,000 in the aggregate in respect of such agreement or require the Company or any Subsidiary to conduct its business in accordance with any material obligations or limitations from and after the execution of such agreement; (xi) all powers of attorney with respect to other than any Plan, requires or permits the Business Company or any Transferred AssetSubsidiary of the Company, or any successor, to, or acquirer of the Company, to make any payment to another person as a result of a change of control of the Company (a “Change of Control Payment”) or gives another Person a right to receive or elect to receive a Change of Control Payment; (xii) all Contracts provides for: (A) reimbursement of any Company Employee for, or advancement to any Company Employee of, material legal fees or other material expenses associated with any Legal Proceeding or the defense thereof; or (B) indemnification of any officer, director or employee of the Company or any Subsidiary of the Company; (xiii) obligates the Company or any of its Subsidiaries to pay future milestones, royalty payments or similar payments and that are not included in the In-bound Licenses or Out-bound Licenses; (xiv) grants to any Person a right of first refusal or option to purchase or acquire any material assets from the Company or its Subsidiaries; (xv) any Contract between the Company or among a Seller any Subsidiary of the Company, on the one hand hand, and any Affiliate of a Seller Governmental Body, on the other handother; and (xiiixvi) all involves any collective bargaining agreements agreement or Contracts other works council, trade union, labor association, employee representative or collective labor contract with any labor organizationrespect to its employees of the Company or its Subsidiaries (collectively, union or associationthe “Labor Agreements”). Each Contract of the type described in clauses (i) through (xvi) above is referred to herein as a “Material Contract”. (b) Each To the Knowledge of the Company (i) each Material Contract is valid and binding on Sellers in accordance with its termsthe Company or the Subsidiary of the Company that is a party thereto and, to the Knowledge of the Company, each other party thereto and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect effect, subject to the Enforceability Exceptions, (ii) the Company and its Subsidiaries have, and, to the Knowledge of the Company, each other party thereto has, performed and complied in all material respects. No Seller orrespects with all obligations required to be performed or complied with by them under each Material Contract to date, to Sellers’ Knowledge, any other party thereto (iii) there is in breach of or no default under any Material Contract in by the Company or any material respectsof its Subsidiaries, or or, to the Knowledge of the Company, by any other party thereto, and (iv) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries has provided or received any written notice of from any intention third party to any Material Contract that such party intends to terminate, any or not renew, such 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 in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), 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) Excluding Except as set forth in Section 5.14(a) of the SpinCo Disclosure Schedule and except for Contracts that do not constitute SpinCo Assets, as of the date hereof, neither the Company nor any Contract that of its Subsidiaries (other than SpinCo) (solely with respect to the SpinCo Business), or SpinCo, is an Excluded Asset party to or Excluded Liability, Schedule 4.06(a) lists each otherwise bound by or subject to Contracts of the following Contracts to which types (together with any Seller or the Purchased Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Assets (collectivelySpinCo Affiliate Contracts, the “SpinCo Material Contracts”): (i) all Contracts involving aggregate consideration any Contract that relates to the purchase or sale of goods or services pursuant to which the SpinCo Business has received more than $50,000 or paid more than $50,000 in the past twelve (12) months; (ii) any Contract that limits or purports to limit in any material respect the ability of the SpinCo Business to compete with any Person or in any line of business or in any geographic region in the world; (iii) any Contract that grants exclusive rights to a customer or a supplier or (to the extent material to the SpinCo Business) any other commercial counterparty that will relate to or affect the SpinCo Business after the Closing; (iv) any Contract that requires any future capital expenditures by the SpinCo Business in excess of $150,000 and which50,000 that will not be paid prior to the Closing; (v) any Contract that requires any milestone, earn out or similar payments to be made by the SpinCo Business in excess of $50,000 that will not be paid prior to the Closing; (vi) any Contract that relates to the creation, incurrence, assumption or guarantee of any indebtedness for borrowed money or any bonds, debentures, notes or similar instruments, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice; (ii) all Contracts that relate to the sale of any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business50,000; (iiivii) any Contract pursuant to which (A) any material licenses or other rights granted Person grants to any Person SpinCo or, with respect to Transferred Technologythe SpinCo Business, and (B) all material to the Company or any of its Subsidiaries other than SpinCo, any license, right, permission, consent, non-assertion or release with respect to any Intellectual Property Licensesthat is material to the SpinCo Business, other than (i1) shrinknon-exclusive click-wrap, clickshrink-wrap and or off-the-shelf Software licenses, and other licenses of Software that is are commercially available on standard and reasonable terms to the public generally, generally with licenseslicense, maintenance, support and other fees of less than $100,000 or less10,000 in any twelve (12)-month period, and (ii2) non-exclusive license disclosure agreements entered into in the Ordinary Course ordinary course of business consistent with past practice and (3) non-exclusive licenses granted by any suppliers or service providers to SpinCo in the ordinary course of business consistent with past practice solely for the receipt of services from such supplier or service provider, and solely where such licenses are ancillary to the primary purpose of such Contract, or (B) SpinCo or, with respect to the SpinCo Business, including Existing Contracts the Company or any of its Subsidiaries other than SpinCo, grants any license, right, permission, consent, non-assertion or release with respect to any Intellectual Property that is material to the SpinCo Business, other than (as defined 1) non-exclusive licenses granted to customers SpinCo in the Buyer Software License Agreement); ordinary course of business consistent with past practice, (iv2) all Contracts that provide for non-exclusive rights licenses granted to any suppliers or service providers by SpinCo in the ordinary course of business consistent with past practice solely for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level SpinCo and (3) non-disclosure agreements entered into in the ordinary course of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contractsbusiness consistent with past practice; (viii) all Contracts any Contract to which SpinCo or, with respect to the SpinCo Business, the Company or any of its Subsidiaries other than SpinCo, is a party with any Governmental Authority; (ix) all Contracts that limit any lease, sublease, occupancy agreement or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Sellerlicense for real property; (x) all any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or that otherwise involves any settled or threatened claim, action, suit or proceeding pursuant to which the SpinCo Business has (or will have after the Closing) any monetary or other material outstanding obligation; (xi) any Contract that contains “most favored nation” pricing provisions for the benefit of the relevant counterparty that will relate to or affect the SpinCo Business after the Closing; (xii) any joint venture, strategic alliance, joint development, partnership or similar arrangement; (xiii) any Contract relating to the acquisition or disposal or divestiture of, or investment in, any joint venture, partnership or similar Contractsarrangement or any material assets or businesses; (xixiv) all powers any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract or other similar arrangement of attorney with respect to any kind where the Business counterparty or any Transferred Assetthe ultimate customer is, or the work performed under such contract was funded by, a Governmental Authority; (xiixv) all any Contract related to the Company’s “Jet Card Program”, including any Contracts between or among a Seller on with participants of the one hand and any Affiliate of a Seller on the other hand“Jet Card Program”; and (xiiixvi) all collective bargaining agreements or Contracts with any labor organization, union or association. Contract not otherwise described in any other subsection of this Section 5.14(a) that would be required to be filed by SpinCo as a “material contract” (bas such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) if SpinCo were subject to the reporting requirements of the Exchange Act as of the date hereof. The Company has made available to Parent copies of each SpinCo Material Contract that are correct and complete. Each SpinCo Material Contract is valid and binding on Sellers the Company or its applicable Subsidiary, including SpinCo and, to the Knowledge of the Company or SpinCo, the counterparty thereto, and is in full force and effect and enforceable in accordance with its terms, subject to the Remedies Exception. Neither the Company nor its applicable Subsidiary, including SpinCo is, and except as such enforceability may be limited by bankruptcyto the Knowledge of the Company or SpinCo, insolvencyno counterparty thereto is, reorganizationin breach of, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledgedefault under, any other party thereto is in breach of or default under any SpinCo Material Contract in any material respects, 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 in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyerrespect.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded LiabilityAs of the date of this Agreement, Schedule 4.06(a4.11(a) of Seller’s Disclosure Schedules lists each of the following Contracts to which any Seller or of the Purchased Subsidiary is a party or by which it is bound in connection with the Business or Companies and the Transferred Assets Subsidiaries (collectively, the “Material Contracts”): (i) all Contracts involving aggregate consideration Any Contract relating to any Indebtedness for borrowed money in excess of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice7,500,000; (ii) all Contracts that relate to the sale of Any written employment, severance, termination, employee-like consulting or retirement Contract for any of the Transferred Assets Employee providing for consideration annual compensation in excess of $150,000375,000 (excluding discretionary bonuses) or with respect to the employment of, other than customer Contracts incurred in the Ordinary Course severance, retention or payment to, any of Businessits directors and executive officers; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements Any Contract entered into in within the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate last three years relating to the acquisition or disposition of any business, a material amount of stock business or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within contemplating an exchange of value in excess of $3,750,000; (iv) Any Contract that limits or purports to limit the last two manner in which, the duration for which or the localities in which its business is or could be conducted or the types of business that it conducts or may conduct other than pursuant to engagement letters entered into in the ordinary course of business; (v) Any material Contract pursuant to which (1) the Companies or the Transferred Subsidiaries grant a license to Intellectual Property owned by the Companies or their respective Subsidiaries to a third party or (2) the Companies or the Transferred Subsidiaries license Intellectual Property from a third party (other than licenses for commercial “off-the-shelf” or “shrink-wrap” software); (vi) Any Contract relating to the settlement of any Action within the past three years or that have with any surviving obligationsGovernmental Authority (regardless of amount); (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising ContractsAny Contract containing a covenant not to compete; (viii) all Contracts Any Contract with any Governmental AuthorityAffiliate of Seller (other than the Companies or the Transferred Subsidiaries) involving any amount or obligation in excess of $1,000,000; (ix) all Contracts that limit Any Contract (including any so-called take-or-pay or purport to limit the ability keepwell agreements) under which (A) any person has directly or indirectly guaranteed indebtedness, liabilities or obligations of any Seller to compete Company or a Transferred Subsidiary or (B) any Company or a Transferred Subsidiary 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 line such case which, individually, is in excess of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller$500,000; (x) all joint ventureAny Contract under which any Company or Transferred Subsidiary has, partnership directly or similar Contractsindirectly, made any advance, loan or extension of credit to any person, in any such case which, individually, is in excess of $3,750,000 other than any such Contract entered into in the ordinary course of business; (xi) all powers Any Contract providing for indemnification of attorney any person with respect to the Business material liabilities relating to any current or former business of any Company or Transferred AssetSubsidiary; (xii) all Contracts between or among a Seller on the one hand and Any Contract for any Affiliate of a Seller on the other handjoint venture; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association. (b) Each Material Any Contract is valid and binding on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledge, any other party thereto is in breach of or default under any Material Contract in any material respects, 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 in any material respect 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. Except than as set forth on Schedule 4.06(b) above to which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each any Company or Transferred Subsidiary is a “Post-Signing Contract” and collectively, party or by which it or any of its assets or businesses is bound or subject that is material to its business or the “Post-Signing Contracts”), complete and correct copies use or operation of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyerits assets.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Section 3.17(a) of the Seller Disclosure Schedule 4.06(a) lists each of the following Contracts to which the any Seller or of the Purchased Subsidiary Sold Companies is a party as of the date of this Agreement, other than this Agreement, the Company Benefit Plans (other than as expressly covered by Section 3.17(a)(xiv) or by which it is bound in connection with Section 3.17(a)(xv) below) and the Business or the Transferred Assets Insurance Policies (collectively, the “Material Contracts”): (i) all Contracts involving aggregate consideration any Contract containing any right of exclusivity in excess favor of $150,000 and whichthe other parties thereto (including any Contract requiring the Sold Companies to purchase its total requirements of any product or service from a third party) with respect to any matter related to the business of the Sold Companies or any covenant limiting the ability of the Sold Companies or, upon the Closing, Buyer to engage in each caseany line of business, cannot be cancelled without penalty compete with any Person or without more than ninety (90) days’ noticein any geographic area; (ii) all Contracts each Contract that relate includes a covenant not to the sale of any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business▇▇▇ or a settlement agreement; (iii) (A) any material licenses each Contract that contains “take or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement)pay” provisions; (iv) all Contracts that provide for exclusive rights each Contract providing for the benefit development of any Third Partymaterial technology or other material Company-Owned Intellectual Property, grants “most favored nation” statusindependently or jointly, contains minimum volume by or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to for the Business, taken as a wholeSold Companies; (v) other than indemnification of directors, officers or employees each Contract requiring any of the Sold Companies to pay to any Person (excluding Business under the applicable Law Employees, independent sales representatives and distributors) royalties or the governing documents commissions in excess of Sellers and/or its Affiliates, all Contracts that provide $100,000 for the indemnification manufacture, sale or distribution of any Person or the assumption of any Liability of any PersonCompany Product; (vi) all Contracts each Contract that relate creates, governs or controls a partnership, joint venture, the sharing of revenues, profits, losses, costs or liabilities or other similar arrangements with respect to the Sold Companies; (vii) each Contract that (A) provides for or relates to Indebtedness of the Sold Companies, other than any Indebtedness between or among any of the Sold Companies or (B) provides for or relates to any hedging, derivatives or similar contracts or arrangements; (viii) each Contract that relates to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property business (whether by merger, sale of stock, sale of assets or otherwise) within the last two entered into after August 26, 2011 (2or to Seller’s Knowledge, between January 1, 2010 and August 26, 2011) years or that have pursuant to which any surviving Sold Company has any material current or future rights or obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit each Contract granting a Lien (other than a Permitted Lien) on any material property or purport to limit the ability asset of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any SellerSold Companies; (x) all joint ventureeach Contract that contains any provisions requiring any Sold Company to indemnify any other party (excluding indemnities (x) contained in Contracts for the purchase, partnership sale or similar Contractslicense of products or services in the ordinary course of business consistent with past practice or (y) that are not otherwise reasonably expected to result in payments by any Sold Company in excess of $100,000 (after giving effect to any insurance coverage, but including the payment of any applicable deductibles thereunder); (xi) all powers except for non-exclusive license agreements granted to the Sold Companies in the ordinary course of attorney business for generally commercially available computer software available or design tools on standard terms and in object-code form with annual fees of less than $100,000, each Contract pursuant to which any rights have been granted to the Sold Companies with respect to the Business or any Transferred Assetmaterial Intellectual Property; (xii) all Contracts between or among a Seller on the one hand except for sales of Company Products and any Affiliate other non-exclusive license agreements granted by the Sold Companies in the ordinary course of business, each Contract pursuant to which any Person has been granted any license under or has received or acquired any right to any Company-Owned Intellectual Property; (xiii) each Contract with a Seller on Governmental Entity pursuant to which the Sold Companies received payments of $100,000 or more during Seller’s most recently completed fiscal year; (xiv) each employment, consulting, severance, retention, bonus or change in control agreement or Contract with any Business Employee or individual consultant of any of the Sold Companies with respect to which any Sold Company is a party that (A) provides annual aggregate annual salary and bonuses that may exceed $200,000; (B) provides for the payment of any cash or other handcompensation or benefits as a result of the consummation of the transactions contemplated by this Agreement; or (C) otherwise restricts any Sold Company’s ability to terminate the employment or engagement of such individual without penalty or Liability; (xv) each collective bargaining agreement or other Contract with any labor union or other employee association or organization; and (xiiixvi) all collective bargaining agreements each other Contract (or series of related Contracts) (other than purchase orders issued pursuant to a Contract governing such purchase orders or Contracts with any labor organizationfor the purchase or sale of materials entered into in the ordinary course of business) for the purchase or sale of supplies, union goods, services, equipment or associationother assets providing for annual payments by the Sold Companies or to the Sold Companies, respectively, during Seller’s most recently completed fiscal year of $100,000 or more. (bi) Each Seller has made available to Buyer accurate and complete copies of all Material Contracts, each as amended to date, (ii) each Material Contract is valid and binding on Sellers each Sold Company that is a party thereto, as applicable, and to the Knowledge of Seller, each other party thereto, and in all material respects is in full force and effect and enforceable in accordance with its terms, and except as such enforceability may be limited by bankruptcy(iii) each of the Sold Companies, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller orand, to Sellers’ Knowledgethe Knowledge of Seller, any other party thereto is thereto, has performed in breach all material respects all obligations required to be performed by it under each Material Contract, (iv) none of or default under any Material Contract in any material respects, or has provided or the Sold Companies have received any notice of the existence of any intention to terminate, any Material Contract. No event or circumstance has occurred thatcondition which constitutes, with or, after notice or lapse of time or both, will or would constitute an event reasonably be expected to constitute, a material default on the part of default any of the Sold Companies under any Material Contract in Contract, and to the Knowledge of Seller, there are no events or conditions which constitute, or, after notice or lapse of time or both, will or would reasonably be expected to constitute a material default on the part of any material respect counterparty under such Material Contract, and (v) since August 26, 2011 (and to Seller’s Knowledge, between January 1, 2010 and August 26, 2011), none of the Sold Companies have received any written notice, or result to the Knowledge of Seller, any other written communication from any Person that such Person intends to terminate any Material Contract. (c) Section 3.17(c) of the Seller Disclosure Schedule sets forth (i) the top ten (10) customers of the Sold Companies, taken as a whole, by net revenue during the 12-month period ended as at the Balance Sheet Date (the “Top Customers”) and (ii) the top five (5) suppliers of the Sold Companies, taken as a whole, by expenditures during the 12-month period ended as at the Balance Sheet Date (the “Top Suppliers”). As of the date hereof, (i) none of the Top Customers or the Top Suppliers has canceled or otherwise terminated its relationship with the Sold Companies and (ii) to the Knowledge of Seller, none of the Sold Companies have received written notice or any other communication that any such Top Customer or Top Supplier, as the case may be, intends to terminate or otherwise (x) materially modify its relationship with any of the Sold Companies in a termination thereof manner adverse to the Sold Companies or would cause (y) materially change its purchases from or permit sales to the acceleration Sold Companies (other than in the ordinary course of business or other changes of any right or obligation or as otherwise contemplated by the loss of any benefit thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (Contracts with such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been Persons made available to BuyerBuyer prior to the date of this Agreement) in a manner adverse to any of the Sold Companies.

Material Contracts. (a) Excluding any Section 5.13 of the Contributor Disclosure Schedule provides a true and complete list of each Contract that is an Excluded Asset in one or Excluded Liability, Schedule 4.06(a) lists each more of the following Contracts categories, to which Contributor is party and which relate primarily to (x) the operation of the Business, or (y) any Seller or of the Purchased Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Contributed Assets (collectively, the “Material Contracts”): (i) all All Real Property Leases, Personal Property Leases, Insurance Policies, Contracts involving aggregate consideration in excess required to be listed on Section 5.7(k) of $150,000 the Contributor Disclosure Schedule and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ noticeGovernmental Approvals; (ii) all Contracts that relate Any Contract for capital expenditures or for the purchase of goods or services such as would require Company to the sale of any of the Transferred Assets for consideration make payment(s) in excess of $150,000, 100,000 with respect to any twelve (12) month period following the Closing (excluding any Contributor Benefit Plan or other than customer Contracts incurred in the Ordinary Course of Businessemployment-related Contracts); (iii) [Reserved]; (Aiv) Any Contract involving financing or borrowing of money, or evidencing indebtedness for borrowed money, any material licenses obligation for the deferred purchase price of property or other rights granted guaranteeing in any way any Contract in connection with any Person, in each case such as would require Company to any Person make payment(s) in excess of $100,000 with respect to Transferred Technologyany twelve (12) month period following the Closing (excluding normal trade payables); (v) Any joint venture, partnership, cooperative arrangement or any other Contract involving a sharing of profits (except for the Transaction Agreements and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Astellas Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a Any material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts Contract with any Governmental Authority; (vii) Any Contract with respect to the discharge, storage or removal of effluent, waste or pollutants; (viii) Any Contract relating to any license or royalty arrangement that provides for noncontingent annual payments by Contributor in excess of $100,000, except any such noncontingent payment(s) such as would not exceed $100,000 with respect to any twelve (12) month period following the Closing; (ix) all Contracts that limit Any power of attorney, proxy or purport to limit similar instrument; (x) Any Contract with any Affiliate of Contributor (other than any Contributor Benefit Plan or other employment-related Contracts); (xi) Any Contract for the ability manufacture, service or maintenance of any Seller product of the Business including CROs, research agreements and finding agreements; (xii) Any Contract for the purchase or sale of any amount of assets other than in the ordinary course of business or for the option or preferential rights to purchase or sell any material amount of assets other than in the ordinary course of business; (xiii) Any Contract to indemnify any Person or to share in or contribute to the liability of any Person other than standard non-material form indemnity agreements that have been entered into in the ordinary course of business; (xiv) Any Contract containing covenants not to compete which materially restrict the Contributor from competing in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Sellergeographical area; (xxv) all joint venture, partnership Any Contract related to the acquisition of a business or similar Contractsthe equity of any other Entity to the extent that it relates to the Business; (xixvi) all powers Any other Contract (other than any Contributor Benefit Plan or other employment-related Contracts) (A) such as would require Company to make payment(s) in excess of attorney $100,000 with respect to any twelve (12) month period following the Business Closing; and (B) is not terminable without payment or penalty on thirty (30) days (or less) notice. (xvii) Any other Contract (other than any Transferred AssetContributor Benefit Plan or other employment-related Contracts) that involves future payments, performance of services or delivery of goods or materials to or by Contributor such as would require the Company to make payment(s) in excess of $100,000 with respect to any twelve (12) month period following the Closing; (xiixviii) all Contracts between Any Contract related to tools, machinery, equipment and personal property with ongoing performance obligations that is not already identified under clauses (ii), (xvi) or among a Seller on (xvii) and exceeds the one hand and dollar thresholds set forth therein; (xix) Any Contact within or needed in the ordinary course of the Business not already identified in clauses (i) through (xviii) which would require Company to make non-contingent payment(s) in excess of $100,000 with respect to any Affiliate of a Seller on twelve (12) month period following the Closing (other handthan any Contributor Benefit Plan or any other employment-related Contracts); and (xiiixx) all collective bargaining agreements or Contracts with Any proposed arrangement of a type that, if entered into, would be a Contract described in any labor organization, union or associationof (i) through (xviii) above. (b) Contributor has made available to Company accurate, correct and complete copies of all Material Contracts (or written summaries of the material terms thereof, if not in writing), including all material amendments, supplements, modifications and waivers thereof. All Material Contracts are in writing. (c) Each Material Contributor Contract is currently valid and binding on Sellers in full force and effect, and, is enforceable by Contributor in accordance with its terms, and except (i) as such enforceability enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws and other laws affecting creditors’ the rights of creditors generally and by general equitable principles of equity (regardless of whether enforcement is sought considered in a Proceeding proceeding in equity or at Law or in equitylaw), and (ii) as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of a court of competent jurisdiction before which any proceeding may be brought. (d) Contributor is not in material default, and no party has provided written notice to Contributor that it is in full force and effect in all material respects. No Seller ordefault, to Sellers’ Knowledge, any other party thereto is in breach of or default under any Material Contract in any material respects, or has provided or received any notice of any intention to terminate, any Material Contributor Contract. No event or circumstance has occurred that, that might (with or without notice or lapse of time or both, would constitute an event of default under any Material Contract time) (i) result in any material respect violation or breach, by Contributor, of any of the provisions of any Contributor Contract; (ii) give any Person other than Contributor the right to declare a default or exercise any remedy under any Contributor Contract; (iii) give any Person the right to accelerate the maturity or performance of any Contributor Contract or to cancel, terminate or modify any Contributor Contract; or (iv) otherwise have a Material Adverse Effect on Contributor in connection with any Contributor Contract. Contributor has not waived any material rights which relate to the Business or Contributed Assets of the agreements described in Section 5.13(a)(i) through 5.13(a)(xx) hereof. (e) To the Knowledge of Contributor, each Person against which Contributor has or may acquire any rights under any Contributor Contract is (i) not in material breach of, and has not threatened in writing to be in breach of, the Contributor Contract to which such Person is a party; (ii) solvent; and (iii) able to satisfy such Person’s material obligations and Liabilities to Contributor. (f) The performance of the Contributor Contracts will not result in a termination thereof any violation of or would cause or permit the acceleration or other changes of failure by Contributor to comply with any right or obligation or the loss of any benefit thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to BuyerLegal Requirement.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Section 5.16(a) of the Disclosure Schedule 4.06(a) lists each sets forth a list of all of the following Contracts (other than purchase orders) of the Sellers that relate to which any Seller the Business, the Purchased Assets or the Purchased Subsidiary is Assumed Liabilities (any such Contract required to be disclosed on Section 5.16(a) of the Disclosure Schedule, a party or by which it is bound in connection with the Business or the Transferred Assets (collectively, the “Material ContractsContract”): (i) all Contracts Any (A) Lease or (B) lease of personal property (the “Personal Property Leases”) involving aggregate consideration annual payments in excess of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice10,000; (ii) all any Contract limiting in any respect the right of the Sellers or the Business to freely engage in any line of business anywhere in the world (other than customer Contracts and non-disclosure Contracts entered into in the Ordinary Course of Business that relate contain non-solicitation obligations with respect to U.S. employees or independent contractors); (iii) any Contract for the purchase, acquisition or sale of materials, goods, services, equipment or other assets providing for annual payments made by or to the Sellers or the Business of $25,000 or more; (iv) any Contract for the sale of any of the Transferred Assets assets or properties of the Sellers (other than sale of inventory in the Ordinary Course of Business) or for consideration the grant to any Person of any preferential rights to purchase any such assets or properties, in excess of $150,000each case, other than customer Contracts incurred in the Ordinary Course of Business; (iiiv) each limited liability company agreement, partnership agreement, joint venture agreement, strategic alliances, collaboration and other similar Contract (however named) that involves sharing profits or losses by any Seller with any other Person; (vi) any Contract relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Sellers of any operating business or material assets or the capital stock of any other Person; (vii) any Contract providing for or relating to any fees and expenses of any brokers or the incurrence, assumption, guarantee or payoff of any indebtedness or imposing a Lien (other than a Permitted Lien) on any of the Purchased Assets; (viii) Contracts relating to any indebtedness (including Contracts that are a indenture, guaranty, loan or credit agreement, security agreement or which otherwise create or grant any Lien on any assets of the Sellers (other than Permitted Liens)); (ix) any Contract that (A) provides for a total compensation opportunity or fee equal to or exceeding $100,000 relating to U.S. employment, U.S. employee compensation (including salary or bonus), severance or consulting, with any material licenses U.S. officers, directors, U.S. employees, individual independent contractors or individual consultants (other rights granted to than offer letters which do not provide for severance obligations) of the Business, including any Person with respect to Transferred Technologythat would become payable as a result of the consummation of the transactions contemplated hereby, and or (B) all material Intellectual Property Licensesrestricts the ability to terminate the employment of any such Person or such agreement at any time for any lawful reason or for no reason without liability or severance obligation; (x) any collective bargaining agreement or Contract with any labor union, works council, labor organization, group of U.S. employees or any collective bargaining representative; (xi) any Contract providing for the annual sourcing of materials, goods, services, equipment or other assets of $10,000 or more, or providing any of the Sellers with exclusivity as to the sourcing of materials, goods, services, equipment or other assets; (xii) any Contract for capital expenditures or the acquisition or construction of fixed assets; (xiii) any Contract with a Key Vendor; (xiv) any Contract with a Key Customer; (xv) any settlement Contract arising out of any Action asserted by any Person (including any Governmental Body) which contains ongoing obligations (including payment obligations) or restrictions beyond the Closing Date; (xvi) any sales agency, sales representation, reseller, distributorship, dealer, broker, franchise or similar Contract (other than Contracts with end user pricing terms under which products are not sold by the Sellers or the Business directly to the end user); (ixvii) shrinkany Government Contract (other than Contracts with end user pricing terms under which products are not sold by the Sellers or the Business directly to the end user); (xviii) any Contract with (A) a “key man” provision, requirement or similar provision or that otherwise provides a Person with any rights in the event that a particular Person ceases to provide services under such Contract or remain employed or engaged by the Business, (B) a most favored nation, favored customer, price restriction or similar provision; (C) an exclusivity obligation, or (D) non-wrapcompetition, clicknon-wrap and solicitation, no hire or similar provisions; (xix) any Contract which contains any fixed or indexed pricing or provisions regarding minimum volumes or minimum or fixed purchase requirements, volume discounts or rebates; (xx) any (A) Inbound IP License other than licenses granted by any third Person to the Sellers for open source Software or off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generallyon standard, with licenses, maintenance, support and other fees non-negotiated terms for a one-time or annual fee (whichever is higher) of no more than $100,000 or less, 10,000 and (iiB) Outbound IP Licenses other than non-exclusive licenses of Intellectual Property granted by the Sellers to customers in the Ordinary Course of Business; (xxi) any Contract providing for the invention, creation, conception or other development of any material Intellectual Property (A) by the Sellers for any third Person, (B) by any third Person for the Sellers (other than any contracts with the Sellers’ U.S. employees relating to Intellectual Property) or (C) jointly by any Seller and any third Person; (xxii) any Contract providing for the assignment or transfer of any ownership interest in any material Intellectual Property by (A) the Sellers to any third Person or (B) any third Person to the Sellers (other than any contracts with U.S. employees of the Business relating to Intellectual Property); (xxiii) any Contract that requires the Sellers to indemnify any Person (excluding indemnities contained in agreements for the purchase, sale or license agreements of products or services entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (ivxxiv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller Contract relating to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the pending acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or similar Contracts; (xi) all powers of attorney with respect to the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other handproperty; and (xiiixxv) all collective bargaining agreements any Contract among any Seller and any of its Affiliates or Contracts with any labor organization, union or associationRelated Persons. (b) With respect to each Government Contract, since the Reference Date, the Sellers and the Business have not: (i) materially breached or materially violated any Law, clause, provision or requirement pertaining to such Government Contract; (ii) been debarred or suspended from bidding on Government Contracts by a Governmental Body, or declared nonresponsible or ineligible for, government procurement pursuant to 48 C.F.R. Subpart 9.4, or any comparable state or local Laws and, to the Knowledge of Seller, no facts or circumstances exist that could reasonably be expected to give rise to debarment, suspension, or a declaration that the Sellers or the Business are ineligible for government procurement; (iii) received any adverse findings in audits or investigations by any Governmental Body with respect to any Government Contract that remain unresolved; (iv) received any material written notice of breach, cure, show cause or default from any Governmental Body with respect to such Government Contract; (v) had such Government Contract terminated by any Governmental Body for default or failure to perform; or (vi) made any disclosure with respect to any material irregularity, misstatement or omission involving a Government Contract. All representations, certifications required under each Government Contract and statements executed and submitted by the Sellers or the Business in connection with Government Contracts were correct in all material respects as of their respective effective dates. The Sellers are not the subject of any pending claim pursuant to the False Claims Act (31 U.S.C. §§ 3729 et seq.) or any comparable state or local Laws and, to the Knowledge of Seller, no facts or circumstances exist that could reasonably be expected to give rise to a claim under the False Claims Act or any comparable state or local Laws against Sellers or the Business. Each Material Contract is valid Seller and binding on its officers, directors, employees and agents have complied in all material respects with applicable procurement Laws governing the awarding and performance of Government Contracts. To the Knowledge of Seller, neither the Sellers nor any of their respective directors, officers, agents or employees have had access to confidential or non-public information in connection with Government Contracts to which they were not lawfully entitled. (c) Subject to the Bankruptcy Court approval, entry of the Bidding Procedures Order and Sale Order and assumption by the Sellers and assignment to Purchaser of the Purchased Contracts and Assumed Leases in accordance with its terms, applicable Law (including satisfaction of any Cure Amounts pursuant to Section 2.7 hereof) and except as such enforceability may be limited by bankruptcyset forth in Section 5.16(c) of the Disclosure Schedule, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect i) the applicable Seller has in all material respects. No Seller respects performed all obligations required to be performed by it and have not received any written or, to Sellers’ Knowledgethe Knowledge of Seller, any other party thereto is in breach of or default under any Material Contract in any material respects, or has provided or received any verbal notice of any intention to terminate, any Material Contract. No default or event or circumstance has occurred that, that (with due notice or lapse of time or both, ) would constitute an event a default by the Sellers under any Material Contract, (ii) each Material Contract is a legal, valid and binding obligation of the Sellers and is in full force and effect (except to the extent subject to, and limited by, applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally and general equitable principles), (iii) to the Knowledge of Seller, no other party to any Material Contract is (with or without the lapse of time or the giving of notice, or both) in material breach of or in material default under any Material Contract, (iv) no party to any Material Contract has exercised or, to the Knowledge of Seller, threatened to exercise any termination rights with respect to any such Material Contract, (v) no party to any Material Contract has threatened in writing to breach or adversely modify any material respect or result Material Contract, and (vi) no party to any Material Contract has provided notice that such party does not intend to renew any Material Contract. Subject to the Bankruptcy Court approval, entry of the Bidding Procedures Order and Sale Order and assumption by the Sellers and assignment to Purchaser of the Purchased Contracts and Assumed Leases in a termination thereof or would cause or permit the acceleration or other changes accordance with applicable Law (including satisfaction of any right or obligation or the loss of any benefit thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(bCure Amounts pursuant to Section 2.7 hereof), each a “Post-Signing Contract” the Sellers will transfer to Purchaser at the Closing, good and collectivelyvalid title to the Material Contracts which are Purchased Contracts, the “Post-Signing Contracts”)free and clear of all Liens other than Permitted Liens. The Sellers have made available to Purchaser true, correct and complete and correct copies of each of the Material Contract (including Contracts, together with all modificationsamendments, amendments and modifications or supplements thereto and waivers thereunder) have been made available to Buyerthereto.

Material Contracts. (a) Excluding any Contract that Section 3.10 of the Parent Disclosure Schedule is an Excluded Asset or Excluded Liability, Schedule 4.06(a) lists each a correct and complete list of the following currently effective Parent Contracts to which any Seller or the Purchased Subsidiary is (each, a party or by which it is bound in connection with the Business or the Transferred Assets (“Parent Material Contract” and, collectively, the “Parent Material Contracts”): (ia) all Contracts involving aggregate consideration in excess of $150,000 each Parent Material Contract that constitutes the Parent Leases and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ noticethe Parent Ancillary Lease Documents; (iib) all Contracts that relate each Parent Material Contract for the purchase of materials, supplies, goods, services, equipment or other assets for annual payments by Parent or any of its Subsidiaries of, or pursuant to which in the last year Parent or any of its Subsidiaries paid, in the aggregate, $100,000 or more; (c) each Parent Material Contract for the sale of materials, supplies, goods, services, equipment or other assets for annual payments to Parent or any of the Transferred Assets for consideration in excess of $150,000its Subsidiaries of, other than customer Contracts incurred or pursuant to which in the Ordinary Course last year Parent or any of Businessits Subsidiaries received, in the aggregate, $100,000 or more; (iiid) (A) each Parent Material Contract that relates to any material licenses partnership, joint venture, strategic alliance or other rights granted similar Contract; (e) each Parent Material Contract relating to Indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any Person with respect asset), except for Contracts relating to Transferred TechnologyIndebtedness in an amount not exceeding $100,000 in the aggregate; (f) each Parent Material Contract that provides for any employment, and (B) all material Intellectual Property Licensesseverance, retention, transaction bonus, change in control, consulting or other than similar agreement between: (i) shrink-wrapParent or any of its Subsidiaries, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to on the public generally, with licenses, maintenance, support and other fees of $100,000 or lessone hand, and (ii) non-exclusive license agreements entered into any employee, director or other individual service provider of Parent or its Subsidiaries, on the other hand, other than any such Contract that is terminable “at will” or without any obligation in excess of $10,000 on the Ordinary Course part of BusinessParent or any of its Subsidiaries to make any severance, including Existing Contracts bonus, termination, change in control or similar payment or to provide any other benefit with a value in excess of $10,000 (as defined in the Buyer Software License Agreementother than benefits required to be provided by applicable Law); (ivg) each Parent Material Contract which by its terms limits in any respect (i) the localities in which all Contracts that provide for exclusive rights for or any significant portion of the benefit business and operations of Parent or any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitmentsAffiliate of Parent (which will include the Surviving Corporation after the Effective Time), or requires a Seller (ii) the right of Parent or any Affiliate of Parent (which will include the Surviving Corporation after the Effective Time) to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of compete with any Person; (vih) all Contracts that relate to the acquisition each Parent Material Contract in respect of any businessParent Intellectual Property that provides for annual payments of, a material amount of stock or assets of any other Person pursuant to which in the last year Parent or any real property (whether by mergerof its Subsidiaries paid or received, sale of stockin the aggregate, sale of assets $100,000 or otherwise) within the last two (2) years or that have any surviving obligationsmore; (viii) all material distributoreach Parent Material Contract containing any royalty, agency, sales promotion, market research, marketing consulting and advertising Contractsdividend or similar arrangement based on the revenues or profits of Parent or any of its Subsidiaries; (viiij) all Contracts each Parent Material Contract with any Governmental Authority; (ixk) all Contracts that limit each Parent Material Contract with (a) an executive officer or purport director of Parent or any of its Subsidiaries or any of such executive officer’s or director’s immediate family members, (b) an owner of more than five percent (5%) of the voting power of the outstanding capital stock of Parent, or (c) to limit the ability Knowledge of Parent, any “related person” (within the meaning of Item 404 of Regulation S-K under the Securities Act) of any Seller to compete in any line of business such officer, director or with any Person owner (other than Parent or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and its Subsidiaries); (l) each Parent Material Contract that could require 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 Parent Material Contract relating to the acquisition or disposition of any material interest in, or any material amount of, property or assets of Parent or line any of business its Subsidiaries or for the grant to any Person of any Seller;preferential rights to purchase any of their assets, other than in the Ordinary Course of Business; or (xn) all joint venture, partnership any other each Parent Material Contract (or similar Contracts; (xigroup of related agreements) all powers the performance of attorney with respect which requires aggregate payments to or from Parent or any of its Subsidiaries in excess of $250,000. Parent has delivered or made available to the Business or any Transferred Asset; Company accurate and complete (xiiexcept for applicable redactions thereto) all Contracts between or among a Seller on the one hand and any Affiliate copies of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association. (b) Each Material Contract is valid and binding on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respectswritten Parent Contracts, including all amendments thereto. No Seller or, to Sellers’ Knowledge, any other party thereto is There are no material Parent Contracts that are not in breach of or default under any Material Contract in any material respects, 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 in any material respect 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 thereunderwritten form. Except as set forth on Schedule 4.06(b) Section 3.10 of the Parent Disclosure Schedule, neither Parent nor any Subsidiary of Parent has, nor to the Knowledge of Parent, has any other party to a Parent Material Contract, breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Parent Material Contract in such manner as would permit any other party to cancel or terminate any such Parent Material Contract, which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b)has had or would reasonably be expected to have a Parent Material Adverse Effect. As to Parent and its Subsidiaries, as of the date of this Agreement, each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Parent Material Contract is valid, binding, enforceable and in full force and effect, subject to: (including all modificationsi) Laws of general application relating to bankruptcy, amendments insolvency and supplements thereto the relief of debtors, and waivers thereunder(ii) have been made available rules of Law governing specific performance, injunctive relief and other equitable remedies. The consummation of the Contemplated Transactions will not (either alone or upon the occurrence of additional acts or events) result in any material payment or payments becoming due from Parent to Buyerany Person under any Parent Material Contract or give any Person the right to terminate or alter the provisions of any Parent Material Contract.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded LiabilityAll Contracts required to be filed as exhibits to the Velodyne SEC Documents have been so filed in a timely manner. Section 3.16(a) of the Velodyne Disclosure Schedule sets forth a true and complete list, Schedule 4.06(a) lists as of the date hereof, of each of the following Contracts Contracts, excluding any Velodyne Benefit Plans, to which Velodyne or any Seller or the Purchased Subsidiary of its Subsidiaries is a party or by which it is Velodyne or any of its Subsidiaries or any of their assets or businesses are bound in connection with the Business or the Transferred Assets (collectivelyand any amendments, the “Material Contracts”supplements and modifications thereto): (i) all Contracts involving aggregate consideration any Contract that is a “material contract” (as such term is defined in excess Item 601(b)(10) of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ noticeRegulation S-K of the Exchange Act); (ii) all Contracts any Contract that relate to the sale of any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit materially limits the ability of Velodyne or any Seller of its affiliates (including, following the consummation of the Transactions, the Surviving Company and its affiliates) to engage or compete in any line of business or with any Person or engage in any line geographic area; (iii) any Contract required to be disclosed pursuant to Item 404 of Regulation S-K of the Exchange Act; (iv) any Contract or series of related Contracts relating to indebtedness for borrowed money (A) in excess of $2,000,000 or (B) that becomes due and payable as a result of the Transactions; (v) any material Contract pursuant to which a third party has licensed or granted any right to Velodyne or any of its Subsidiaries in any material Intellectual Property (the “Velodyne In-Licenses”); (vi) any Contract pursuant to which both Velodyne or any of its Subsidiaries and a third party have licensed or granted substantially portfolio-wide rights in their respective Patents or other material Intellectual Property to one another (excluding licenses granted in the ordinary course of business within by a customer to Velodyne or any geographic area of its Subsidiaries with respect to derivative works, improvements or acquire the assets or securities of another Personmodifications made by such third party to, or otherwise materially restricts Sellers’ ability any implementations by such third party of, any product or technology provided to solicit such third party by Velodyne or hire any Person or solicit business from any Person, and each Contract that could require of its Subsidiaries) (the disposition of “Velodyne IP Cross-Licenses”); (vii) any material assets Contract pursuant to which Velodyne or line any of business its Subsidiaries has granted any third party any rights or licenses, other than Ordinary Course Licenses, with respect to any Velodyne Intellectual Property or any material product or technology owned or purported to be owned by Velodyne or any of its Subsidiaries (the “Velodyne Out-Licenses,” and collectively with the Velodyne In-Licenses and Velodyne IP Cross-Licenses, the “Velodyne IP Contracts”); (viii) any SellerContract reasonably expected to result in payments in excess of $2,000,000 in any twelve (12) month period after the Closing Date; (ix) any purchase, sale or supply contract that contains material volume requirements or commitments, exclusive or preferred purchasing, distribution or marketing arrangements for a material period of time, most favored nation status or similar provisions or promotional requirements, other than any such Contracts that are not material to Velodyne and its Subsidiaries; (x) all any Velodyne Real Property Lease reasonably expected to result in payments in excess of $1,000,000 in any twelve (12) month period after the Closing Date; (xi) any agreement that grants any right of first refusal or right of first offer or similar right or put, call or similar right or that limits or purports to limit the ability of Velodyne or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses (in any case, in excess of $2,000,000); (xii) any acquisition or divestiture agreement (A) entered into since October 1, 2020, with a purchase price in excess of $5,000,000 or (B) that contains “earn-out” provisions or other contingent payment obligations that could reasonably be expected to exceed $2,000,000 (including indemnification obligations) that have not been satisfied in full as of the date hereof; (xiii) any agreement that by its terms prohibits or limits the payment of dividends or other distributions by Velodyne or any of its Subsidiaries; (xiv) any Contract for any joint venture, partnership or similar Contractsarrangement, or any Contract involving a sharing of revenues, profits, losses, costs or liabilities by Velodyne with any other Person or any of its Subsidiaries; (xixv) all powers of attorney with respect any “single source” supply Contract pursuant to the Business which goods or materials that are material to Velodyne or any Transferred Asset;of its Subsidiaries are supplied to Velodyne or such Subsidiary from an exclusive source; or (xiixvi) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts Contract with any labor organization, union or associationGovernmental Entity. (b) Each Material Contract is valid Velodyne has heretofore made available to Ouster true, correct and binding on Sellers complete copies of the Contracts set forth in accordance with its termsSection 3.16(a). (c) Except as has not had and would not reasonably be expected to have, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law individually or in equity)the aggregate, is a Velodyne Material Adverse Effect, (i) all Contracts set forth or required to be set forth in Section 3.16(a) of the Velodyne Disclosure Schedule or filed or required to be filed as exhibits to the Velodyne SEC Documents (the “Velodyne Material Contracts”) are valid, binding and in full force and effect and are enforceable by Velodyne or its applicable Subsidiary in all material respects. No Seller oraccordance with their terms, to Sellersexcept as limited by Laws affecting the enforcement of creditors’ Knowledgerights generally, by general equitable principles or by the discretion of any other party thereto is in breach of or default under Governmental Entity before which any Material Contract in any material respectsProceeding seeking enforcement may be brought, (ii) Velodyne, or its applicable Subsidiary, has provided performed all obligations required to be performed by it under the Velodyne Material Contracts, and it is not (with or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with without notice or lapse of time time, or both) in breach or default thereunder and, would constitute an event to the Knowledge of default under Velodyne, no other party to any Velodyne Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since October 1, 2021, neither Velodyne nor any material respect or result in a termination thereof or would cause or permit the acceleration or other changes of its Subsidiaries has received written notice of any right actual, alleged, possible or obligation potential violation of, or the loss failure to comply with, any term or requirement of any benefit thereunder. Except as set forth on Schedule 4.06(bVelodyne Material Contract, and (iv) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b)neither Velodyne nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, each a “Post-Signing terminate, materially change the scope of rights under or fail to renew any Velodyne Material Contract” and collectively, the “Post-Signing Contracts”), 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) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a4.07(a) lists each of the following Contracts (x) by which any of the Purchased Assets are bound or affected or (y) to which any Seller or the Purchased Subsidiary Affiliate of a Seller is a party or by which it is bound in connection with the Business or the Transferred Purchased Assets (collectivelysuch Contracts, together with all Contracts concerning the occupancy, management or operation of any Leased Real Property (including without limitation, brokerage Contracts) listed or otherwise disclosed in Schedule 4.10(b) and all Intellectual Property Agreements set forth in Schedule 4.11(b), being “Material Contracts”): (i) all Contracts involving aggregate consideration in excess of $150,000 2,000.00 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ written notice; (ii) all Contracts that relate require a Seller to the sale of any purchase or sell a stated portion of the Transferred Assets for consideration in excess requirements or outputs of $150,000, other than customer Contracts incurred in the Ordinary Course of BusinessBusiness or that contain “take or pay” provisions; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Tax, environmental or other Liability of any Person, other than indemnity provisions in the ordinary course of business and incidental to the primary terms of the Contract; (viiv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations); (viiv) all material broker, distributor, dealer, manufacturer’s Representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts; (vi) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) and which are not cancellable without material penalty or without more than ninety (90) days’ written notice; (vii) except for Contracts relating to trade payables, all Contracts relating to indebtedness (including, without limitation, guarantees); (viii) all Contracts with any Governmental AuthorityAuthority (“Government Contracts”); (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities during any period of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Sellertime; (x) all joint venture, partnership or similar Contracts; (xi) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (xii) all powers of attorney with respect to the Business or any Transferred Purchased Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union Union; and (xiv) all other Contracts that are material to the Purchased Assets or associationthe operation of the Business and not previously disclosed pursuant to this Section 4.07. (b) Each Material Contract is valid and binding on Sellers the applicable Seller in accordance with its terms, terms and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respectseffect. No Except as set forth on Schedule 4.07(b), no Seller or, to Sellers’ any Seller’s Knowledge, any other party thereto is in breach of or default under any Material Contract (or is alleged to be in any material respects, breach of or default under) or has provided or received any written 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 reasonably constitute an event of default under any Material Contract in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer.. Except as set forth on Schedule 4.07(b), there are no material disputes pending or, to the Sellers’ Knowledge, threatened under any Contract included in the Purchased Assets. ‌

Material Contracts. Except as listed or described on Schedule 4.13 ------------------ ------------- (a) Excluding such contracts, or those which should have been listed on Schedule 4.13, are ------------- herein referred to as the "MATERIAL CONTRACTS"), as of or on the date hereof, neither the Company nor any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a) lists each of the following Contracts to which any Seller or the Purchased Company Subsidiary is a party to or bound by, any written or oral leases, agreements or other contracts or legally binding contractual rights or contractual obligations or contractual commitments (each a "CONTRACT" and collectively, the "CONTRACTS") relating to or in any way affecting the operation or ownership of the Business that are of a type described below and no such agreements are currently in negotiation or proposed: (a) any consulting agreement pursuant to which the Company or a Company Subsidiary is to receive consulting services (other than consulting agreements that may be terminated by which it the Company or a Company Subsidiary on not more than 30 days notice without penalty), employment agreement, change-in-control agreement, or collective bargaining arrangement with any labor union; (b) any Contract for capital expenditures or the acquisition or construction of fixed assets in excess of $50,000; (c) any Contract for the purchase, maintenance or acquisition, or the sale or furnishing, of materials, supplies, merchandise, machinery, equipment, parts or other property or services (except if such Contract is bound made in the ordinary course of business and requires aggregate future payments of less than $25,000); (d) any Contract, other than trade payables in the ordinary course of business, relating to the borrowing of money, or the guaranty of another Person's borrowing of money, including, without limitation, any notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any lending or borrowing, including assumed indebtedness; (e) any Contract granting any Person a Lien on all or any part of the assets of the Company or any Company Subsidiary; (f) any Contract for the cleanup, abatement or other actions in connection with the Business or the Transferred Assets Hazardous Materials (collectivelyas defined in Section 4.19), the “Material Contracts”):------------ remediation of any existing environmental liabilities or relating to the performance of any environmental audit or study; (g) any Contract granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any material assets of the Company or any Company Subsidiary; (h) any Contract with any agent, distributor or representative which is not terminable by the Company or a Company Subsidiary upon ninety (90) calendar days or less notice without penalty; (i) all Contracts involving any Contract under which the Company or any Company Subsidiary is (A) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property, or (B) a lessor of any tangible personal property owned by the Company or any Company Subsidiary, in either case having an original purchase price or requiring aggregate consideration lease payments in excess of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice50,000; (iij) all Contracts that relate any Contract under which the Company or any Company Subsidiary has granted or received a license or sublicense or under which it is obligated to pay or has the sale right to receive a royalty, license fee or similar payment, in either case which provides for payments over the life of any of the Transferred Assets for consideration such Contract in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business25,000; (iii) (Ak) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts Contract concerning an Affiliate Transaction (as defined in Section 4.21); ------------ (l) any Contract providing for the Buyer Software License Agreement)indemnification or holding harmless of any officer, director, employee or other Person; (ivm) all Contracts that provide any Contract (A) for exclusive rights for purchase or sale by the benefit Company or any Company Subsidiary of any Third Partyreal property on which the Company or any Company Subsidiary conducts any aspect of the Business, grants “most favored nation” status, contains minimum volume (B) granting any options to lease or purchase commitmentsall or any portion of the Real Property, or requires (C) providing for labor, services or materials to the Real Property (including, without limitation, brokerage or management services) involving aggregate future payments of more than $25,000; (n) any Contract limiting, restricting or prohibiting the Company or any Company Subsidiary from conducting business anywhere in the United States or elsewhere in the world; (o) any joint venture or partnership Contract; (p) any lease, sublease or associated agreements relating to the Leased Property (as defined in Section 4.14.1); -------------- (q) any Contract requiring prior notice, consent or other approval upon a Seller change of control in the equity ownership of the Company or any Company Subsidiary, which, if amended, modified or terminated as a result of, relating to or in connection with a failure to provide prior notice, or gain such consent or approval, would result in a Company Material Adverse Effect; or (r) any minimum level other Contract, whether or not made in the ordinary course of servicebusiness, which involves future payments by the Company or any Company Subsidiary in excess of $25,000. Seller and the Company have provided CenterPoint with a true and complete copy of each written Material Contract and a true and complete summary of each oral Material Contract, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, including all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or similar Contracts; (xi) all powers of attorney with respect to the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association. (b) Each Material Contract is valid and binding on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledge, any other party thereto is in breach of or default under any Material Contract in any material respects, 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 in any material respect or result in a termination thereof or would cause or permit the acceleration amendments or other changes of any right or obligation or the loss of any benefit thereundermodifications thereto. Except as set forth on Schedule 4.06(b) which contains 4.13, each Material ------------- Contract is a valid and binding obligation of, and enforceable in accordance with its terms against, the Company or a Company Subsidiary, as applicable, and, to the Knowledge of Seller or the Company, the other parties thereto, and is in full force and effect, subject only Intellectual Property Licenses (such Contracts to bankruptcy, reorganization, receivership and other laws affecting creditors' rights generally and equitable principles. Except as set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively4.13, the “Post-Signing Contracts”)Company or one of the Company ------------- Subsidiaries, complete as applicable, has performed in all material respects all obligations required to be performed by it as of the date hereof and correct copies will have performed in all material respects all obligations required to be performed by it as of the Closing Date under each Material Contract (including all modificationsand neither the Company or Company Subsidiary, amendments and supplements thereto and waivers as applicable, nor, to the Knowledge of Seller or the Company, any other party to any Material Contract is in breach or default thereunder) have , and, to the Knowledge of Seller or the Company, there exists no condition which would, with or without the lapse of time or the giving of notice, or both, constitute a breach or default thereunder. Neither Seller nor the Company has been made available notified that any party to Buyerany Material Contract intends to cancel, terminate, not renew, or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded LiabilityAll Contracts required to be filed as exhibits to the DENTSPLY SEC Documents have been so filed in a timely manner. Section 4.16(a) of the DENTSPLY Disclosure Schedule sets forth a true and complete list, Schedule 4.06(a) lists as of the date hereof, of each of the following Contracts to which DENTSPLY or any Seller or the Purchased Subsidiary of its Subsidiaries is a party or by which it is DENTSPLY or any of its Subsidiaries or any of their assets or businesses are bound in connection with the Business or the Transferred Assets (collectivelyand any amendments, the “Material Contracts”supplements and modifications thereto): (i) all Contracts involving aggregate consideration any Contract that is a “material contract” (as such term is defined in excess Item 601(b)(10) of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ noticeRegulation S-K of the Exchange Act); (ii) all Contracts any Contract that relate to the sale of any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit materially limits the ability of DENTSPLY or any Seller of its affiliates (including, following the consummation of the Transactions, the Surviving Corporation and its affiliates) to compete or provide services in any line of business or with any Person or engage in any line of business within any geographic area or acquire market segment or to engage in any type of business (including any license, collaboration, agency or distribution agreements); (iii) any Contract required to be disclosed pursuant to Item 404 of Regulation S-K of the assets Exchange Act; (iv) any Contract or securities series of another Personrelated Contracts relating to indebtedness for borrowed money (A) in excess of $10 million or (B) that becomes due and payable as a result of the Transactions; (v) any license, sublicense, option, development or otherwise materially restricts Sellers’ ability collaboration agreement or other Contract relating to solicit DENTSPLY Material Intellectual Property reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the Closing Date (excluding license agreements for “shrink-wrap,” “click-wrap” or hire any Person or solicit business from any Personother commercially available off-the-shelf software that is not the subject of a negotiated agreement, and each excluding agreements the primary purpose of which is to purchase tangible goods or procure services unrelated to Intellectual Property and in the ordinary course of business); (vi) any Contract reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the Closing Date that could require the disposition of provides for any material assets “most favored nation” provision or line equivalent preferential pricing terms or similar obligations to which DENTSPLY or any of business its Subsidiaries is subject; (vii) any distribution Contract with any of DENTSPLY’s top three distributors (measured by dollar volume of spending by the distributor during the twelve (12) months ended June 30, 2015); (viii) any Sellerpurchase, sale or supply contract that contains volume requirements or commitments, exclusive or preferred purchasing arrangements or promotional requirements reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the Closing Date; (ix) any lease, sublease, occupancy agreement or other Contract with respect to the DENTSPLY Leased Real Property reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the Closing Date; (x) all 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 DENTSPLY or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses (in any case in excess of $10 million); (xi) any acquisition or divestiture agreement (A) entered into since June 30, 2012 with a purchase price in excess of $20 million or (B) that contains “earn-out” provisions or other contingent payment obligations that could reasonably be expected to exceed $10 million (including indemnification obligations) that have not been satisfied in full; (xii) any agreement that by its terms limits the payment of dividends or other distributions by DENTSPLY or any of its Subsidiaries; (xiii) any Contract for any joint venture, partnership or similar Contractsarrangement, or any Contract involving a sharing of revenues, profits, losses, costs, or liabilities by DENTSPLY or any of its Subsidiaries with any other Person involving a potential combined commitment or payment by DENTSPLY and any of its Subsidiaries in excess of $10 million annually; (xixiv) all powers of attorney with respect any “single source” supply contract pursuant to the Business which goods or materials that are material to DENTSPLY or any Transferred Assetof its Subsidiaries are supplied to DENTSPLY or such Subsidiary from an exclusive source reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the Closing Date; (xiixv) all Contracts between or among any Contract with a Seller on Governmental Entity reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the one hand and any Affiliate of a Seller on the other handClosing Date; andor (xiiixvi) all collective bargaining agreements any other agreement which would prohibit or Contracts with delay beyond the Outside Date the consummation of Merger or any labor organization, union or associationother Transaction contemplated by this Agreement. (b) Each Material Contract is valid DENTSPLY has heretofore made available to Sirona true, correct and binding on Sellers complete copies of the Contracts set forth in accordance with its termsSection 4.16(a). (c) Except as has not had and would not reasonably be expected to have, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law individually or in equity)the aggregate, is a DENTSPLY Material Adverse Effect, (i) all Contracts set forth or required to be set forth in Section 4.16(a) of the DENTSPLY Disclosure Schedule or filed or required to be filed as exhibits to the DENTSPLY SEC Documents (the “DENTSPLY Material Contracts”) are valid, binding and in full force and effect and are enforceable by DENTSPLY or its applicable Subsidiary in all material respects. No Seller oraccordance with their terms, to Sellersexcept as limited by Laws affecting the enforcement of creditors’ Knowledgerights generally, by general equitable principles or by the discretion of any other party thereto is in breach of or default under Governmental Entity before which any Material Contract in any material respectsProceeding seeking enforcement may be brought, (ii) DENTSPLY, or its applicable Subsidiary, has provided performed all obligations required to be performed by it under the DENTSPLY Material Contracts, and it is not (with or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with without notice or lapse of time time, or both) in breach or default thereunder and, would constitute an event to the Knowledge of default under DENTSPLY, no other party to any DENTSPLY Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2015, neither DENTSPLY nor any material respect or result in a termination thereof or would cause or permit the acceleration or other changes of its Subsidiaries has received written notice of any right actual, alleged, possible or obligation potential violation of, or the loss failure to comply with, any term or requirement of any benefit thereunder. Except as set forth on Schedule 4.06(bDENTSPLY Material Contract, and (iv) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b)neither DENTSPLY nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, each a “Post-Signing terminate, materially change the scope of rights under or fail to renew any DENTSPLY Material Contract” and collectively, the “Post-Signing Contracts”), 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) Excluding any Contract that is an Excluded Asset or Excluded Liability, Section 3.15 of the Seller Disclosure Schedule 4.06(a) lists each sets forth as of the date of this Agreement a true and complete list of the following Contracts including purchase orders and invoices and all amendments related thereto to which any of Seller or (to the Purchased Subsidiary extent applicable to the Business), AER and AER’s Subsidiaries is a party or by which it is any of their respective assets are bound in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”):), true and correct copies of which have been made available to IPH: (i) all Contracts involving aggregate consideration that would be reasonably expected to involve the payment of or receipt by the Transferred Company or one of its Subsidiaries in excess of $150,000 and which, 1,000,000 for each individual Contract or series of related Contracts or $2,500,000 in each case, cannot be cancelled without penalty or without more than ninety (90) days’ noticethe aggregate for all such Contracts; (ii) all Contracts that relate any futures, forward, swap, collar, put, call, floor, cap, option or other similar Contract (collectively, “Derivative Products”), including with respect to the sale of any of the Transferred Assets for consideration in excess of $150,000electricity (including capacity and ancillary services products related thereto), natural gas, fuel oil, coal, emissions allowances and offsets, and other than customer Contracts incurred in the Ordinary Course of Businesscommodities, currencies, interest rates and indices; (iii) (Ax) that are Contracts for the future purchase, exchange or sale of physical electric power in any material licenses form, including electricity, capacity or other rights granted any ancillary services products related thereto, or an obligation of the Transferred Company or any of its Subsidiaries to deliver electric power in any Person with respect form pursuant to Transferred Technologyphysical load obligations (which, for the avoidance of doubt, Seller and IPH agree are types of Derivative Products for purposes of this Agreement), (By) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available tolling agreements relating to the public generally, with licenses, maintenance, support generation and other fees sale of $100,000 electricity or less, and (iiz) non-exclusive license agreements entered into in that relates to the Ordinary Course acquisition or disposition of a business or facility by the Transferred Company or any of its Subsidiaries or by Seller (to the extent applicable to the Business, including Existing Contracts (as defined in ) that impose material ongoing obligations on the Buyer Software License Agreement)Transferred Company or any of its Subsidiaries; (iv) all Contracts that provide for exclusive rights is any non-competition Contract or other Contract that purports to limit in any material respect either the type of business in which the Transferred Company or its Subsidiaries may engage or the geographic area in which any of them may so engage; (v) that is any indenture, credit agreement, letter of credit, reimbursement agreement related to a letter of credit, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Debt under which the Transferred Company or any of its Subsidiaries has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Debt in each case in excess of $1,000,000; (vi) (x) that is a guarantee or Credit Support instrument issued by, or on behalf of, the Transferred Company or any of its Subsidiaries or otherwise in support of or for the benefit of the Transferred Company or its Subsidiaries or (y) that provides a counterparty of the Transferred Company or any Third Partyof its Subsidiaries the right, grants “most favored nation” statuswhether or not conditional, contains minimum volume to require collateral posting or purchase commitmentssome other form of Credit Support to be provided by, or requires on behalf of, the Transferred Company or its Subsidiary party thereto; (vii) that provides for any sale leaseback arrangement with payments in excess of $1,000,000; (viii) that is a Seller Contract for the acquisition of capital equipment containing any future capital expenditure obligations of the Transferred Company or its Subsidiaries (or otherwise relating to the Business) in excess of $1,000,000; (ix) that is a joint venture, partnership or other similar agreement or that is a stockholders, registration rights or similar agreement; (x) that is a collective bargaining agreement or other Contract with a labor union or other labor organization; (xi) that are Contracts for the purchase, exchange or sale of coal, natural gas, fuel oil or other fuels, water or other commodities used for generation of electricity that provide for the payment by or to the Transferred Company or one of the Transferred Company’s Subsidiaries in excess of $1,000,000 during the remaining life of the Contract; (xii) Contracts for the future transportation or transmission of coal, natural gas, fuel oil or other fuels, electric power, water or any minimum level other commodity, that involve the payment by or to the Transferred Company or one of servicethe Transferred Company’s Subsidiaries in excess of $1,000,000 during the remaining life of the Contract; (xiii) Contracts with respect to storage, parking, loaning, distribution, wheeling, facility or meter construction, unloading, delivery or balancing of natural gas that involve the payment by or to the Transferred Company or one of the Transferred Company’s Subsidiaries in excess of $2,500,000 during the remaining life of the Contract; (xiv) except as described in any other clause of this Section 3.15(a), all other Contracts (A) for the future sale or acquisition of any asset or (B) that grant a right or option to purchase any asset, other than in each case Contracts entered into in the ordinary course of business relating to any asset with respect to which are the Transferred Company or one of the Transferred Company’s Subsidiaries is entitled to receive or is required to pay less than $100,000 for each individual Contract or $250,000 in the aggregate for all such Contracts; (xv) Leased Real Property leases; (xvi) Contracts granting a Lien (other than a Permitted Lien) on any of the assets of the Transferred Company or one of the Transferred Company’s Subsidiaries; (xvii) except as described in any other clause of this Section 3.15(a), all Contracts for the provision of operation, maintenance or management (including administration, energy management, dispatch, scheduling or market participant services) of any material asset or business activity of the Transferred Company or one of the Transferred Company’s Subsidiaries, other than in each case Contracts with respect to which the Transferred Company or a Subsidiary of the Transferred Company is entitled is required to pay less than $1,000,000; (xviii) the Put Option Agreement and the Put Option Asset Purchase Agreement; and (xix) any Contract not otherwise described in clauses (i) through (xvii) above the breach, termination, or expiration of which would have a material adverse effect to the BusinessTransferred Company or any of its Subsidiaries, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or similar Contracts; (xi) all powers of attorney with respect to the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association. (b) Each Material Contract is a legal, valid and binding on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles obligation of equity Seller (regardless of whether enforcement is sought in a Proceeding at Law or in equityto the extent applicable to the Business), the Transferred Company or one of the Transferred Company’s Subsidiaries, as applicable, and, to the Knowledge of Seller, on each counterparty and is in full force and effect in all material respects. No Seller oreffect, and neither the Transferred Company nor any of its Subsidiaries, nor to Sellers’ Knowledgethe Knowledge of Seller, any other party thereto thereto, is in breach of or default under any Material Contract in any material respectsof, or has provided or received any notice of any intention to terminatein default under, any such Material Contract. No , and no event or circumstance has occurred that, that with notice or lapse of time or both, both would constitute an event such a breach or default thereunder by the Transferred Company or its Subsidiaries, or, to the Knowledge of default under Seller, any other party thereto, except for such failures to be valid, binding or in full force and effect and such breaches and defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, a material effect on the Transferred Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, none of Seller, the Transferred Company or any of its Subsidiaries has received written notice from any other party to any Material Contract that such other party intends to terminate, cancel or not renew any such Material Contract. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in any material respect or result in a termination thereof or would cause or permit the acceleration breach or other changes violation of any right or obligation or Material Contract. (c) Section 3.15(c) of the loss Seller Disclosure Schedule sets forth as of any benefit thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses the date of this Agreement a true and complete list of the Contracts (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Affiliate Agency Contracts”), complete and correct copies ) under which Seller or any of each Material Contract its Subsidiaries (including the Transferred Company and its Subsidiaries) has the authorization to act as agent (an “Affiliate Agent”) for the Transferred Company or any of its Subsidiaries as principal (the “Principal”). Each Affiliate Agent has all modifications, amendments required authority from the applicable Principal to act as agent under the applicable Affiliate Agency Contract and supplements thereto and waivers has no liability with respect to any obligation of the Principal thereunder) have been made available to Buyer.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Section 3.11(a) of the Disclosure Schedule 4.06(a) lists each of the following Contracts (including oral Contracts) of the Seller relating to which any Seller or the Purchased Subsidiary is a party or by which it is bound in connection with the Business (such Contracts, together with all contracts, agreements, Leases concerning the use, occupancy, management or operation of any Leased Real Property (including all Ancillary Lease Documents listed or otherwise set forth in Section 3.13(d) of the Transferred Assets (collectivelyDisclosure Schedule) and all Tangible Personal Property Agreements listed or otherwise set forth in Section 3.14(b) of the Disclosure Schedule, the being “Material Contracts”): (i) all Contracts involving aggregate consideration in excess each Contract, invoice or open purchase order with an active vendor or Subcontractor and other arrangement, for the purchase of $150,000 and whichInventory, in each caseother materials or personal property, cannot be cancelled without penalty with any supplier or without more than ninety for the furnishing of services to the Seller (90primarily relating to the Business) days’ noticeor otherwise primarily related to the Business; (ii) all Contracts that relate to each Contract, un-receipted invoice or open sales order and other arrangement for the sale of any goods or for the furnishing of services by the Transferred Assets for consideration in excess of $150,000Seller (primarily relating to the Business), other than customer Contracts incurred in the Ordinary Course of BusinessCustomer Contracts; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technologyall broker, and (B) all material Intellectual Property Licensesdistributor, other than (i) shrink-wrapdealer, click-wrap and off-the-shelf Software licensesmanufacturer’s representative, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributorfranchise, agency, sales promotion, market research, marketing marketing, consulting and advertising ContractsContracts to which the Seller (primarily relating to the Business) is a party; (viiiiv) all management Contracts with Business Employees and Contracts with independent contractors or consultants (or similar arrangements) who are Business Service Providers to which the Seller (primarily relating to the Business) is a party and which cannot be cancelled by the Seller without penalty or further payment and without more than 30 days’ notice; (v) all Contracts relating to Indebtedness of the Seller (relating to the Business); (vi) all Contracts with any Governmental AuthorityAuthority to which the Seller (relating to the Business) is a party; (ixvii) all Contracts that limit or purport to limit the ability of any the Seller (relating to the Business) to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets during any period of time or securities of another Person, that contain “most favored nations” or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Sellersimilar provisions; (xviii) all joint venturematerial Transferred IP Agreements, partnership excluding any click-wrap or similar Contracts; (xi) all powers of attorney with respect to the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other handshrink-wrap Contract for software; and (xiiiix) all collective bargaining agreements other Contracts, whether or Contracts with any labor organizationnot made in the ordinary course of business, union which are material to the Seller (relating to the Business) or associationthe conduct of the Business, or the absence of which would have a Material Adverse Effect. (b) Each Except as set forth in Section 3.02 of the Disclosure Schedule, each Material Contract Contract: (i) is valid and binding on Sellers in accordance with its terms, the parties thereto and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect, (ii) is freely and fully assignable to the Purchaser without penalty or other adverse consequences and (iii) upon consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, except to the extent that any consents set forth in Section 3.02 of the Disclosure Schedule are not obtained, shall continue in full force and effect without penalty or other adverse consequence. The Seller is not in all material respects. No Seller orbreach of, to Sellers’ or material default under, any Material Contract. (c) To the Seller’s Knowledge, any no other party thereto to any Material Contract is in material breach thereof or material default thereunder and the Seller has not received any written notice of termination, cancellation, breach or default under any Material Contract in any material respectsContract. (d) There is no contract, 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 in any material respect or result in a termination thereof or would cause or permit the acceleration agreement or other changes arrangement granting any Person any preferential right to purchase any of any right or obligation or the loss Purchased Assets (other than in the ordinary course of any benefit thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(bbusiness consistent with past practice), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), 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) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a) lists each 6.14 sets forth all of the following Contracts to which any Seller or the Purchased Subsidiary ChannelHealth is a party or by which it is bound in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”): under which ChannelHealth receives direct benefit: (i) all Contracts involving aggregate consideration in excess with IDX or any current officer or director of $150,000 and whichChannelHealth or IDX, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice; any Affiliate thereof; (ii) all Contracts that relate with any labor union or association representing any employee of ChannelHealth; (iii) Contracts pursuant to which any party is required to purchase or sell a stated portion of its requirements or output from or to another party; (iv) Contracts for the sale of any of the Transferred Assets for consideration in excess assets of $150,000, ChannelHealth other than customer Contracts incurred in the Ordinary Course ordinary course of Business; (iii) (A) any material licenses business or other rights granted for the grant to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit person of any Third Party, grants “most favored nation” status, contains minimum volume or preferential rights to purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; its assets; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; joint venture agreements; (vi) all material Contracts that relate to the acquisition containing covenants of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller ChannelHealth not to compete in any line of business or with any Person person in any geographical area or engage covenants of any other person not to compete with ChannelHealth in any line of business within or in any geographic area or acquire geographical area; (vii) Contracts relating to the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition acquisition by ChannelHealth of any material assets operating business or line of business the capital stock of any Seller; other person; (xviii) all joint venture, partnership or similar Contracts; (xi) all powers of attorney with respect Contracts relating to the Business borrowing of money; or (ix) any Transferred Asset; (xii) other Contracts that involve the expenditure of more than $150,000 in the aggregate or $25,000 annually and require performance by any party more than one year from the date hereof. The Contracts set forth on Schedule 6.14 are referred to herein, collectively, as the "Material Contracts." There have been made available to Allscripts, true and complete copies of all of the Material Contracts. Except as set forth on Schedule 6.14, all of the Material Contracts between or among a Seller on and other agreements are in full force and effect and are the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organizationlegal, union or association. (b) Each Material Contract is valid and binding on Sellers obligations of ChannelHealth, enforceable against it in accordance with its terms, and except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws laws affecting creditors’ ' rights and remedies generally and by subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at Law law or in equity), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledge, any other party thereto is in breach of or default under any Material Contract in any material respects, 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 in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b)6.14, each a “Post-Signing Contract” and collectivelyChannelHealth is not in default in any material respect under any Material Contracts, nor has there occurred any event that but for the passage of time, the “Post-Signing Contracts”)giving of notice or both would constitute such a default; nor, complete and correct copies to the knowledge of each ChannelHealth, is any other party to any Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyerin default thereunder in any material respect.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(aSection 3.15(a) lists each of the Company Disclosure Schedule accurately lists the following Contracts legally binding contracts, agreements, commitments, arrangements, leases, licenses, policies and instruments, whether written or oral ("Contracts") undertaken by or for the Company or any of its Subsidiaries and to which the Company or any Seller or the Purchased Subsidiary of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound in connection with the Business or the Transferred Assets (collectively, the “"Material Contracts”"): (i) all Contracts any Contract involving aggregate consideration commitments to others to make capital expenditures involving $25,000 or more in excess of $150,000 and which, in each any one case, cannot be cancelled without penalty or without more than ninety except Contracts for which the obligations of the Company and its Subsidiaries are fully reflected in the capital expenditure budget of the Company for the fiscal quarter ending June 30, 2001 previously provided to NBC (90) days’ noticethe "Cap Ex Budget"); (ii) all Contracts that relate (A) any Contract relating to the sale of any of the Transferred Assets direct or indirect indebtedness for consideration borrowed money (including but not limited to loan agreements, lease-purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings on which others rely in extending credit), or (B) any conditional sales contracts, chattel mortgages, equipment lease agreements, and other security arrangements with respect to personal property with a value in excess of $150,000, other than customer Contracts incurred 25,000 in each instance used or owned by the Ordinary Course Company or any of Businessits Subsidiaries; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement)lease for real property; (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit Contract containing covenants limiting the ability of the Company or any Seller of its Subsidiaries to compete in any line of business or with any Person person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Sellerterritory; (xv) all joint ventureany material license agreement either as licensor or licensee, partnership or similar Contractsany other agreement of any type relating to any of the material Intellectual Property owned or used by the Company or any of its Subsidiaries; (xivi) all powers of attorney with respect (A) any Contract for advertising, promotion, distribution, content or anchor tenancy providing for payments by or to the Business Company or any Transferred Assetof its Subsidiaries, whether in cash or Equity Interests, in excess of $25,000 and (B) any material content Contract; (xiivii) all Contracts between any Contract with any consultant providing for the payments by the Company or among a Seller on the one hand and any Affiliate of a Seller on the other handits Subsidiaries, whether in cash or Equity Interests, in excess of $100,000; and (xiiiviii) all collective bargaining agreements any Contract not covered by any of the other items of this Section 3.15 that provides for payments by the Company, whether in cash or Equity Interests, or performance of other obligations, in excess of $50,000, except Contracts with any labor organizationthat may be terminated without liability, union obligation or associationpenalty by the Company or its Subsidiary on not more than 30 days' notice. (b) Each Material Contract is valid and binding on Sellers in accordance with As of the date of this Agreement, neither the Company nor any of its termsSubsidiaries is, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledge, any the Company's knowledge no other party thereto is is, in default or breach of or default under any Material Contract in any material respects, or has provided or received any notice of any intention to terminate, any Material Contract. No , except for those defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and as of the date of this Agreement there has not occurred any event or circumstance has occurred that, that with notice or the lapse of time or both, the giving of notice or both would constitute an event of default under such a default, except for those defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is not a party to any Material Contract that is required to be disclosed as an exhibit to the SEC Documents in any material respect or result accordance with the rules and regulations of the SEC that has not been so disclosed. All advertising agreements referred to in a termination thereof or would cause or permit Section 3.15(a)(vi) are substantially in the acceleration or other changes form of any right or obligation or the loss form of any benefit thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, advertising agreement previously provided to NBC by the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to BuyerCompany.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded LiabilityExcept for the Contracts disclosed in Schedule 3.11 (and referenced to the applicable subsection below), Schedule 4.06(a) lists each as of the following Contracts to which any Seller or the Purchased Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Assets (collectivelydate of this Agreement, the “Material Contracts”): (i) all Contracts involving aggregate consideration in excess of $150,000 and whichand, in each case, canwith respect to, or relation to the Business, Seller is not be cancelled without penalty a party to or without more than ninety subject to any: (90i) days’ noticecontract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by Seller of, or pursuant to which in the last year Seller paid, in the aggregate $10,000 or more; (ii) all Contracts that relate to sales, distribution or other similar agreement providing for the sale or license by Seller of any of the Transferred Assets materials, supplies, goods, services, equipment or other assets that provide for consideration in excess of $150,000annual payments to Seller of, other than customer Contracts incurred or pursuant to which in the Ordinary Course of Businesslast year Seller received, in the aggregate $10,000 or more; (iii) maintenance agreements (A) any material licenses or other rights granted to any Person with respect to Transferred Technology“Maintenance Agreements”), except as set forth on Schedule 3.11(a)(iii), which schedule lists all customer names, invoice dates, renewal dates, value of maintenance contracts, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) any non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement)standard terms; (iv) all Contracts that provide for exclusive rights for the benefit of any Third Partypartnership, grants “most favored nation” status, contains minimum volume joint venture or purchase commitments, other similar contract arrangement or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a wholeagreement; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law contract relating to indebtedness for borrowed money or the governing documents deferred purchase price of Sellers and/or its Affiliatesproperty (whether incurred, all Contracts that provide for assumed, guaranteed or secured by any asset), except contracts relating to indebtedness incurred in the indemnification ordinary course of any Person or the assumption of any Liability of any Personbusiness in an amount not exceeding $10,000; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock employment or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligationsconsulting agreement; (vii) all material distributorlicense, agencytechnology transfer, sales promotionfranchise, market research, marketing consulting and advertising Contractssource code escrow or other agreement in respect of any Business Intellectual Property or other property owned or used by Seller; (viii) all Contracts with any Governmental Authorityagency, dealer, sales representative or other similar agreement; (ix) all Contracts contract or other document that limit or purport to limit limits the ability freedom of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Personto own, operate, sell, transfer, pledge or otherwise materially restricts Sellers’ ability to solicit dispose of or hire encumber any Person or solicit business from any Person, Purchased Asset and each Contract that could require would so limit the disposition freedom of any material assets or line of business of any SellerBuyer after the Closing Date; (x) all joint venture, partnership contract or similar Contracts;commitment with or for the benefit of any Interested Person; or (xi) all powers other contract or commitment not made in the ordinary course of attorney with respect business that is material to the Business or any Transferred Asset; (xii) all Contracts between or among taken as a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or associationwhole. (b) Each Material Contract disclosed in any Schedule to this Agreement or required to be disclosed pursuant to Section 3.11(a) is a valid and binding on Sellers in accordance with its terms, agreement of Seller and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No effect, and neither Seller ornor, to Sellers’ Seller’s Knowledge, any other party thereto is in breach of or default under any Material Contract in any material respects, or has provided or received any notice respect under the terms of any intention such Contract, nor, to terminateSeller’s Knowledge, has 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 thereunder. (c) Each Contract disclosed in any material respect or result in a termination thereof or would cause or permit the acceleration Schedule to this agreement is not subject to any amendments, side letters, modifications or other changes of agreements relating thereto, except for written amendments, modifications or other agreements as so disclosed in any right or obligation or the loss of any benefit thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to BuyerSchedule.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Section 3.12 of the Disclosure Schedule 4.06(a) lists each of the following Contracts Contract to which any Seller or the Purchased Subsidiary is a party or to which such Seller or the Purchased Assets are subject or by which it is bound in connection with the Business such Seller or the Transferred Purchased Assets (collectively, the are bound that is a Material Contract. The following Contracts shall be deemed to be “Material Contracts”): ” with respect to each Seller: any Contract that (ia) all Contracts involving aggregate consideration after the Balance Sheet Date obligates such Seller to pay an amount of $25,000 or more, (b) has an unexpired term as of the Balance Sheet Date in excess of $150,000 and whichsix months, in each case, cannot be cancelled without penalty (c) the Business is substantially dependent upon or without more than ninety (90) days’ notice; (ii) all Contracts that relate to the sale of any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that which is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are otherwise material to the Business, taken as a whole; (vd) provides for an extension of credit other than indemnification of directorscredit agreements with banks having normal credit terms, officers (e) limits or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit restricts the ability of such Seller in any Seller material respect to compete or otherwise to conduct the Business in any line manner or place, (f) provides for a guaranty or indemnity by such Seller, (g) grants a power of business attorney, agency or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of similar authority to another Person, (h) grants a right to, or otherwise materially restricts Sellers’ ability obligation of, any Affiliate, officer or director or any Associate of such Seller, (i) requires such Seller to solicit buy or hire any Person sell goods or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or similar Contracts; (xi) all powers of attorney services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts, or (j) was not made in the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate ordinary course of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association. (b) business. Each Material Contract is valid and binding on subsisting; Sellers in accordance have duly performed all their respective obligations thereunder to the extent that such obligations to perform have accrued; and no breach or default, alleged breach or default, or event which would (with its termsthe passage of time, and except as such enforceability may be limited notice or both) constitute a breach or default thereunder by bankruptcyany Seller, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller or, to the best knowledge of Sellers’ Knowledge, any other party thereto is in breach of or default under any Material Contract in any material respectsobligor with respect thereto, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred thator as a result of the Transactions will occur. True copies of the written Contracts listed on Section 3.12 of the Disclosure Schedule, including all amendments and supplements thereto, have been delivered to Buyer, together with notice or lapse of time or both, would constitute an event of default under any Material Contract in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”)full, complete and correct copies accurate descriptions of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyeroral Contracts.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset All contracts, licences, leases, agreements, commitments, entitlements or Excluded Liability, Schedule 4.06(a) lists each of the following Contracts engagements to which the Corporation or any Seller or the Purchased Subsidiary of its subsidiaries is a party or by which it any of them is bound (whether written or oral): (i) which involve aggregate future payments by or to any of them in connection excess of $1,000,000 in any 12-month period or which extend for a period of more than two years and are not terminable without penalty of less than $1,000,000; (ii) which are leases of real property; (iii) with any Governmental Entity (including licences); (iv) which, if terminated without the Business consent of the Corporation or any of the Transferred Assets subsidiaries, would have, or reasonably be expected to have, a Material Adverse Effect; (v) for the sale of securities or assets of the Corporation or any of its subsidiaries, or for the acquisition of securities, assets or businesses of others (by merger, amalgamation, reorganization, arrangement or otherwise) and related agreements (other than contracts entered into in the ordinary and regular course of business) or for the grant to any Person of any preferential rights to purchase any of its assets; (vi) licences to or from any third parties of any Intellectual Property that is material to the businesses of the Corporation and its subsidiaries; (vii) which relate to management service, distribution, or relationships material to the business of the Corporation or any of its subsidiaries taken as a whole; (viii) which are indentures, credit agreements, security agreements, mortgages, hypothecs, guarantees, promissory notes and other contracts relating to the borrowing of money; (ix) which constitute or relate to related party transactions; (x) which are with material suppliers of products or services to the Corporation or any of its subsidiaries; and (xi) which are otherwise material and outside the ordinary and regular course of business; (collectively, the “Material Contracts”): (i) all Contracts involving aggregate consideration are, if required by applicable Securities Laws, properly disclosed in excess of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice; (ii) all Contracts that relate to the sale of any Corporation Public Disclosure Record. Each of the Transferred Assets for consideration in excess of $150,000, other than customer Material Contracts incurred in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or similar Contracts; (xi) all powers of attorney with respect to the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association. (b) Each Material Contract is valid and binding on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respectseffect, is valid, binding and enforceable against the parties thereto, and has not been modified by any agreement (written or oral), has not been assigned, transferred or hypothecated, nor has any notice of termination been given thereunder. No Seller or, to Sellers’ Knowledge, Neither the Corporation nor any other party thereto of its subsidiaries is in breach of or default under any 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, constitute a material respectsdefault thereunder. Neither the Corporation nor any subsidiary of the Corporation knows of, or has provided or received any written notice of any intention to terminateof, any Material Contract. No event breach or circumstance has occurred thatdefault under (nor, to the knowledge of the Corporation, does there exist any condition which with notice or lapse the passage of time or both, the giving of notice or both would constitute an event of result in such a breach or default under under) any Material Contract by any other party thereto, except where any such violation or default would not, individually or in any the aggregate, constitute a material respect 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 default thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), 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. (a1) Excluding any Contract that is an Excluded Asset or Excluded Liability, The Company has listed on Schedule 4.06(a5.2(v)(1) lists each of the Company’s Disclosure Schedule and made available to Parent complete and correct copies of the following Contracts to which any Seller or the Purchased Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”): (i) all Contracts involving aggregate consideration in excess of $150,000 and which, in each case, cannot be cancelled without penalty to which the Company or without more than ninety (90) days’ notice; (ii) all Contracts that relate to the sale of any of its Subsidiaries is a party, or by which the Transferred Assets for consideration in excess Company or any of $150,000its Subsidiaries may be bound, other than customer Contracts incurred in or to which the Ordinary Course Company or any of Business;its Subsidiaries or the Company’s or any of its Subsidiaries’ respective assets or properties may be subject as of the date hereof: (iii) (A) any lease of real or material licenses or other rights granted to any Person with respect to Transferred Technology, and personal property; (B) all material Intellectual Property Licensesany partnership, limited liability company, joint venture or other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 similar agreement or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement)arrangement; (ivC) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate Contract relating to the acquisition or disposition of any business, a material amount of stock business or assets of any other Person or any real property operations (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years as to which there are any material ongoing obligations entered into on or that have any surviving obligationsafter January 1, 2015; (viiD) all material distributorany Contract for the purchase of services, agencymaterials, sales promotionsupplies, market researchgoods, marketing consulting and advertising Contractsequipment or other assets or property that provides for either (i) annual payments of $50,000 or more, or (ii) aggregate payments of $200,000 or more; (viiiE) all Contracts with any Governmental AuthorityContract that creates future payment obligations in excess of $50,000 in the aggregate and that by its terms does not terminate or is not terminable without penalty or other payment upon notice of sixty (60) days or less, or any Contract that creates or would create a Lien; (ixF) all Contracts that limit any Contract providing for a power of attorney on behalf of the Company or purport to limit any of its Subsidiaries outside of the ability ordinary course of business; (G) any Seller Contract, other than this Agreement or as contemplated hereby, providing for exclusive dealing or limiting in any material respect the freedom of the Company, its Subsidiaries or any of the current or former employees of the Company or any of its Subsidiaries to compete in any line of business or with any Person person or engage in any line of business within any geographic area or acquire the assets or securities of another Personarea, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Sellerwould so limit their freedom; (xH) all joint ventureany Contract, partnership other than this Agreement, as to which there are material ongoing obligations the primary purpose of which is to disclose confidential information or similar Contractsrequire that the Company or any of its Subsidiaries guarantee, indemnify or hold harmless any person; (xiI) all powers any Contract, other than this Agreement, with (i) any Affiliate of attorney with respect to the Business Company, or (ii) any Transferred Asset“associate” or member of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of a person identified in clause (i) of this paragraph; (xiiJ) all Contracts between or among any Contract with a Seller on the one hand and any Affiliate of a Seller on the other handGovernmental Authority; and (xiiiK) all collective bargaining agreements or Contracts with any labor organization, union or associationother Contract not entered into in the ordinary course of business. (b2) Each Material Contract is a valid and legally binding on Sellers agreement of the Company or a Subsidiary of the Company, as applicable, and, to the Company’s Knowledge, the counterparty or counterparties thereto, is enforceable in accordance with its terms, and the terms of such Contract (except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights generally and or by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), principles) and is in full force and effect in all material respectseffect. No Seller orAs of the date hereof, neither the Company nor any of its Subsidiaries, and, to Sellers’ the Company’s Knowledge, any other party thereto counterparty or counterparties, is in material breach of any provision of or in material default under any Material Contract in any material respects, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that(or, with the giving of notice or lapse of time or both, would constitute an event be in default) under, and has not taken any action resulting in the termination of, acceleration of default under performance required by, or resulting in a right of termination or acceleration under, any Material Contract in any material respect or result in a termination thereof or would cause or permit Contract. (3) To the acceleration or other changes of any right or obligation or extent required by GAAP, all liabilities and obligations under the loss of any benefit thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Material Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyerfully accrued for in the books and records of the Company.

Material Contracts. (ai) Excluding any Contract that is an Excluded Asset or Excluded LiabilityThe Company Benefit Plans, Schedule 4.06(athe Contracts filed as exhibits to the Filed SEC Documents and those agreements listed in Section 3.01(j) lists in the Company Disclosure Letter (such contracts, collectively, the “Company Material Contracts”), together constitute a complete and accurate list of each of the following Contracts (without duplication) of the Company or of any of its Subsidiaries, including without limitation oral contracts within the Knowledge of the Company, that are in effect or as to which any Seller rights or the Purchased Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”):obligations are outstanding: (iA) all Contracts involving aggregate consideration that constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act) to the Company; (B) all Contracts that constitute a contract committing to or otherwise relating to Indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by an asset), in each case in excess of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice5,000,000; (iiC) all Contracts that relate to the sale of any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts containing provisions that limit or purport to limit limit, in any material respect, the ability of the Company or any Seller of its Subsidiaries or Affiliates, including, upon consummation of the Merger, the Surviving Corporation, or any of their respective employees to: (x) sell any products, commodities or services of or to compete any other Person, (y) engage in any line of business or (z) compete with or obtain products, commodities or services from any other Person or limit the ability of any Person to provide products, commodities or engage services to the Company or any of its Subsidiaries, in any line of business within each case, in any geographic area or acquire the assets or securities during any period of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Sellertime; (xD) all joint ventureContracts that by their terms call for aggregate payments or consideration or other performance by the Company or any of its Subsidiaries of more than $5,000,000 over the remaining term of such Contract, partnership except for any such Contract that may be canceled, pursuant to its terms or similar Contractsapplicable Law, without any material penalty, acceleration or other liability to the Company or any of its Subsidiaries, upon notice of 180 days or fewer; (xiE) all powers Contracts that concern the distribution by third parties of attorney materials, supplies, goods, services or other commodities or equipment involving commitment for sales of more than $5,000,000 in the aggregate in any calendar year; (F) all Contracts that contain any provision providing for an “earn-out,” contingent purchase price or similar contingent payment obligation on the part of any Company or Subsidiary, in each case in an amount in excess of $5,000,000; (G) all Contracts involving future payment obligations by any party in excess of $5,000,000 that would be terminable other than by the Company or its Subsidiaries or under which a payment obligation would arise or be accelerated (whether of severance pay or otherwise), in each case as a result of the consummation of the transactions contemplated by this Agreement (either alone or upon the passage of time or occurrence of any additional acts or events); (H) all Contracts (including without limitation with respect to employment) between the Business Company or any Transferred Asset; (xii) all Contracts between or among a Seller of its Subsidiaries, on the one hand hand, and any Affiliate Affiliate, director or officer (or, to the Knowledge of a Seller the Company, any of their respective Affiliates), on the other hand, other than: (x) contracts between the Company and any of its Subsidiaries and (y) contracts among Subsidiaries of the Company; (I) all Real Property Leases, and all leases of personal property providing for annual rentals of $2,500,000 or more or aggregate future payments of $5,000,000 or more that cannot be terminated on not more than 180 days’ notice without payment by any Company or Subsidiary of any penalty of more than $1,000,000; (J) all licenses (inbound and outbound), sublicenses, development agreements, material transfer agreements and other agreements under which the Company or any of its Subsidiaries has granted or received the right to use any Intellectual Property (other than licenses for readily available commercial software), in each case that are material to the business of the Company and its Subsidiaries; (K) all partnership, joint venture, profit sharing, agreement of alliance or cooperation or other similar agreements or arrangements or agreements providing for the formation of any such relationship or involving an equity investment by or in any other entity, in each case involving an investment by the Company of $5,000,000 or more; (L) all Contracts that were entered into for the acquisition of the securities of any other Person or entity or that relate to the past or future disposition or acquisition of any assets, properties or the operating business of the Company, its Subsidiaries or any other Person or entity, in each case valued in excess of $5,000,000; and (xiiiM) all collective bargaining agreements other Contracts, whether or Contracts with any labor organizationnot made in the ordinary course of business, union that are material to the Company and its Subsidiaries, taken as a whole, or associationthe conduct of the business of the Company and its Subsidiaries, taken as a whole, or the absence of which would, in the aggregate, have a Material Adverse Effect. (bii) Each Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) neither the Company nor any Subsidiary of the Company is in breach, default or violation of the terms of any Company Material Contract 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; (B) the Company and each of its Subsidiaries has in all respects performed all obligations required to be performed by it to date under each Company Material Contract; and (C) each Company Material Contract is a valid and binding on Sellers obligation of the Company or the Subsidiaries of the Company party thereto, is in full force and effect and is enforceable against the Company and its Subsidiaries and, to the Knowledge of the Company, the other parties thereto in accordance with its terms, and except as that (x) such enforceability enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting Laws, now or hereafter in effect, relating to creditors’ rights generally and by general principles (y) equitable remedies of equity (regardless specific performance and injunctive and other forms of whether enforcement is sought in a Proceeding at Law or in equity)equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, is in full force and effect in all material respects. No Seller or, except to Sellers’ Knowledge, the extent that any other party thereto is in breach of or default under any such Company Material Contract has previously expired in any material respects, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, accordance with notice or lapse of time or both, would constitute an event of default under any Material Contract in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyerits terms.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded LiabilitySchedule 4.25 delivered to AMCON by HNWC prior to the execution of this Agreement lists all material contracts and agreements and use permits to which, Schedule 4.06(a) lists each as of the following Contracts to which any Seller or the Purchased Subsidiary date hereof, HNWC is a party or by which it is bound in connection with the Business or the Transferred Assets (collectivelyunder which HNWC has or may acquire any rights, the “Material Contracts”): which involve or relate to (i) all Contracts involving obligations of HNWC for borrowed money or other indebtedness where the amount of such obligations exceeds $50,000 individually, (ii) the lease by HNWC, as lessee or lessor, of real property for rent of more than $25,000 per annum, (iii) the purchase or sale of goods (other than raw material to be purchased by HNWC on terms that are customary and consistent with the past practice of HNWC and in amounts and at prices substantially consistent with past practices of HNWC) or services with an aggregate consideration minimum purchase price of more than $25,000 per annum, (iv) rights to manufacture and/or distribute any product which accounted for more than $25,000 of the consolidated revenues of HNWC during the fiscal year ended December 31, 1999 or under which HNWC received or paid license or other fees in excess of $150,000 and which25,000 during any year, in each case, cannot be cancelled without penalty (v) the purchase or without more than ninety (90) days’ notice; (ii) all Contracts that relate to the sale of any assets or properties not in the ordinary course of the Transferred Assets for consideration business having a purchase price in excess of $150,00025,000, (vi) the right (whether or not currently exercisable) to use, license (including any "in-license" or "outlicense"), sublicense or otherwise exploit any intellectual property right or other than customer Contracts incurred in proprietary asset of HNWC or any other Person which, when considered together with all such other rights, is material to HNWC; (vii) any material collaboration or joint venture or similar arrangement; (viii) the Ordinary Course restriction on the right or ability of Business; (iii) HNWC (A) to compete with any material licenses or other rights granted to any Person with respect to Transferred TechnologyPerson, and (B) all material Intellectual Property Licensesto acquire any product or other asset or any services from any other Person, other than (iC) shrink-wrapto solicit, click-wrap and off-the-shelf Software licenseshire or retain any Person as an employee, and other licenses of Software that is commercially available consultant or independent contractor, (D) to the public generallydevelop, with licensessell, maintenancesupply, distribute, offer, support and or service any product or any technology or other fees of $100,000 asset to or lessfor any other Person, and (iiE) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide to perform services for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitmentsother Person, or requires a Seller (F) to provide any minimum level of service, transact business or deal in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts manner with any Governmental Authority; other Person; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; currency hedging; (x) all joint venture, partnership individual capital expenditures or similar Contracts; commitments in excess of $25,000; or (xi) all powers of attorney with respect any license, lease, permit or other right to the Business or use any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand water used by HNWC in its bottling operations. All such contracts and any Affiliate of a Seller on agreements and permits are duly and validly executed by HNWC, the other hand; and (xiii) party thereto and all collective bargaining agreements or Contracts with any labor organizationGovernmental Entities, union or association. (b) Each Material Contract is valid and binding on Sellers in accordance with its termsas the case may be, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is are in full force and effect in all material respects. No Seller orHNWC has not violated or breached, or committed any default under, any contract or agreement or permit, and, to Sellers’ Knowledgethe knowledge of HNWC, neither HNWC or other Person has violated or breached, or committed any default under, any other party thereto is in contract or agreement or permit, which violation, breach of or default (alone or in combination with other violations, breaches or defaults under any such contract or agreement or permit or under other contracts or agreements or permits) has had or may reasonably be expected to have a HNWC Material Contract in any material respects, or has provided or received any notice of any intention to terminate, any Material ContractAdverse Effect. No event or circumstance has occurred thatwhich, with after notice or lapse the passage of time or both, would constitute an event of a default by HNWC under any Material Contract in any material respect contract or result in a termination thereof or would cause agreement or permit or give any Person the acceleration right to (A) declare a default or other changes exercise any remedy under any contract or agreement or permit, (B) receive or require a rebate, chargeback, penalty or change in delivery schedule under any contract or agreement or permit, (C) accelerate the maturity or performance of any right contract or obligation agreement or permit, or (D) cancel, terminate or modify any contract or agreement or permit, in each case which, together with all other events of the loss of any benefit thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses types referred to in clauses (such Contracts set forth on Schedule 4.06(bA), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”(B), complete (C) and correct copies (D) of each this sentence has had or may reasonably be expected to have a HNWC Material Contract (including Adverse Effect. All such contracts and agreements and permits will continue, after the Effective Time, to be binding in all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyermaterial respects in accordance with their respective terms until their respective expiration dates.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded LiabilityExcept for this Agreement, Schedule 4.06(a) lists each of Contracts terminable by the following Contracts to which any Seller or the Purchased Subsidiary is a other party or by which it is bound parties thereto on ninety days’ or less notice (without penalty; provided that any requirement to pay costs and expenses in connection with the Business termination of any such Contract consisting of reimbursement of expenses incurred and reasonable wind-down costs shall not constitute a penalty, and including, for the avoidance of doubt, Company Benefit Plans), as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or the Transferred Assets (collectivelybound by, the “Material Contracts”):without duplication: (i) all Contracts any Contract with a Top Customer or Top Supplier; (ii) any Contract with any agent, distributor or sales representative (including “authorized dealers”) involving annual aggregate consideration in excess of $150,000 400 thousand; (iii) any Company Government Contract; (iv) any Contract (other than those solely between or among the Company and whichany of its Wholly Owned Subsidiaries) relating to Indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $250 thousand; (v) any Contract evidencing financial or commodity hedging or similar trading activities, including any interest rate swaps, financial derivatives master agreements or confirmations, or futures account opening agreements and/or brokerage statements or similar Contract; (vi) any Contract for any Leased Real Property or the lease of personal property providing, in each case, cannot be cancelled without penalty for annual payments thereunder of $750 thousand or without more than ninety (90) days’ noticemore; (iivii) all Contracts any Contract pursuant to which the Company or any of its Subsidiaries (i) grants or receives any license, sublicense, covenant not to s▇▇, release, or option in or to any Intellectual Property Rights that relate are material to the sale business of the Company or any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licensesits Subsidiaries, other than (iA) shrink-wrap, click-wrap and nonexclusive licenses or sublicenses granted to the Company or its Subsidiaries with respect to off-the-shelf Software licensesor information technology services that have been granted on standardized, and other licenses of Software that is commercially generally available to the public generally, with licenses, maintenance, support and other fees of $100,000 or lessterms, and (iiB) non-exclusive license agreements entered into Customer and Vendor Licenses, in the case of clauses (A) and (B), that are granted or acquired in the Ordinary Course of Business, including Existing Contracts (ii) assigns or agrees to assign any Company IP that is material to the business of the Company or any of its Subsidiaries taken as defined in a whole or (iii) otherwise agrees to limit its use or exploitation of any Trademarks owned by the Buyer Software License AgreementCompany (including, as applicable, pursuant to any co-existence or consent agreement); (ivviii) all Contracts that provide for exclusive rights for the benefit of any Third PartyContract related to a collective bargaining arrangement or with a labor union, grants “most favored nation” statuslabor organization, contains minimum volume works council or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a wholesimilar organization; (vix) other than any Contract related to any settlement of any Proceeding; (x) any Contract outside the Ordinary Course of Business providing for indemnification or any guarantee by the Company or any of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification Subsidiaries of any Person or pursuant to which any indemnification or guarantee obligations of the assumption Company or any of any Liability its Subsidiaries remain outstanding or otherwise survive as of any Personthe date of this Agreement; (vixi) all Contracts that relate any Contract between the Company and a labor union, labor organization, works council or similar organization; (xii) any partnership, limited liability company, joint venture or other similar agreement or arrangement relating to the acquisition formation, creation, operation, management or control of any businesspartnership, a material amount limited liability company or joint venture, except for any such agreements or arrangements solely between the Company and its Wholly Owned Subsidiaries or solely among the Company’s Wholly Owned Subsidiaries; (xiii) relating to the, direct or indirect, acquisition or disposition of any capital stock or other securities, assets of any other Person or any real property business (whether by merger, sale of stock, sale of assets or otherwise) within pursuant to which the last two Company or any of its Subsidiaries reasonably expects to be required to pay or receive any earn-out, deferred or other contingent payments; (xiv) any Contract that contains a put, call, right of first refusal, right of first offer or similar right or obligation or any other obligation pursuant to which the Company or any of its Subsidiaries could be required to, directly or indirectly, purchase or sell, as applicable, any securities, capital stock or other interests, assets or business reasonably expected to result in payments with a value in excess of $750 thousand in any twelve-month period; (xv) any Contract that (A) purports to restrict the ability of the Company or any of its Subsidiaries or, at or after the Effective Time, Parent or any of its Affiliates from in a material way (1) directly or indirectly, engaging in any business or competing in any business with any Person (including soliciting clients or customers), (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete operating its business in any line manner or location or (3) enforcing any of business or its rights with respect to any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Personits material assets, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that (B) by its terms could require the the, direct or indirect, disposition of any material assets or line of business of the Company or any Sellerof its Subsidiaries or, at or after the Effective Time, Parent or any of its Affiliates, or, direct or indirect, acquisition by the Company or any of its Subsidiaries or, at or after the Effective Time, Parent or any of its Affiliates, of any material assets or line of business of any other Person, (C) grants “most favored nation” status to any other Person that, including those that, at or after the Effective Time, would purport to apply to Parent or any of its Affiliates or (D) includes “take or pay” requirements or similar provisions obligating a Person to obtain a minimum quantity of goods or services from another Person or would constitute a “requirements” contract, including those that, at or after the Effective Time, would purport to apply to Parent or any of its Affiliates; (xxvi) all joint venture, partnership any Contract containing a standstill or similar Contractsagreement pursuant to which the Company or any of its Affiliates has agreed not to acquire assets or securities of the other party or any of its Affiliates; (xixvii) all powers any Contract that prohibits the payment of attorney with dividends or distributions in respect to of the Business capital stock or other equity interests of the Company or any Transferred Assetof its Subsidiaries, the pledging of the capital stock or other equity interests of the Company or any of its Subsidiaries or the incurrence of Indebtedness by the Company or any of its Subsidiaries; (xiixviii) all Contracts any Contract between the Company or among a Seller any of its Subsidiaries, on the one hand hand, and any Affiliate director or officer of a Seller the Company or any Person beneficially owning five percent or more of the outstanding Shares or shares of common stock of any of their respective Affiliates, on the other hand; and (xiiixix) all collective bargaining agreements any other Contract or group of related Contracts not otherwise described in the foregoing clauses (i) through (xviii) of this Section 5.11(a) that is material to the Company and its Subsidiaries, taken as a whole, or would prevent, materially delay or materially impair the ability of the Company to consummate the Transactions (together with each Contract constituting any of the foregoing types of Contracts described in clauses (i) through (xviii) of this Section 5.11(a) and together with any labor organizationContract that has been or would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10)(i), union (ii) or association(iv) of Regulation S-K under the Securities Act or disclosed as a “material contract” on a Current Report on Form 8-K, a “Material Contract”). (b) Each A correct and complete copy of each Material Contract is valid (including, for the avoidance of doubt, any amendments or supplements thereto) has been made available to Parent, except the Contracts set forth in Section 5.11(a)(i) and binding on Sellers Section 5.11(a)(ii) (and the related schedule for purposes of Section 5.11(a)(i) and Section 5.11(a)(ii)), which shall be provided as promptly as practicable following the date of this Agreement and in no event later than fifteen Business Days following the date of this Agreement. (c) Except for expirations, including any non-renewals, in the Ordinary Course of Business and in accordance with its termsthe terms of such Material Contract, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), each Material Contract is in full force and effect effect, valid and binding on, and enforceable against, the Company and/or one or more of its Subsidiaries, as the case may be, and, to the Knowledge of the Company, each other party thereto, subject to the Bankruptcy and Equity Exception, except as would not, individually or in all material respects. No Seller the aggregate, reasonably be expected to result in a Material Adverse Effect. (d) There is no breach or violation of, or default under, any Material Contract by the Company or any of its Subsidiaries or, to Sellers’ Knowledgethe Knowledge of the Company, any other party thereto is in breach thereto, and, subject to Sections 5.4(b)(iii) and 5.17(c) of or default under any Material Contract in any material respectsthe Company Disclosure Schedule, or has provided or received any notice of any intention to terminate, any Material Contract. No no event or circumstance has occurred thatthat with or without notice, with notice or lapse of time or both, would constitute an event of default under any Material Contract in any material respect or result in a termination breach or violation of, or default under, any such Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto or would permit or cause the termination, non-renewal or modification thereof or would cause or permit the acceleration or other changes creation of any right or obligation thereunder, in each case, except as would not, individually or in the loss of any benefit thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b)aggregate, each reasonably be expected to result in a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to BuyerAdverse Effect.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(aExcept for those agreements filed as exhibits to the MLP SEC Reports and those agreements set forth on Section 4.9(a) lists each of the following Contracts to which any Seller or the Purchased Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Assets MLP Disclosure Schedule (collectively, the “MLP Material ContractsAgreements”), none of the MLP Group Entities is a party to, or is bound by, any agreements, contracts or commitments (whether written or oral): (i) all Contracts involving aggregate consideration which is a “material contract” (as such term is defined in excess Item 601(b)(10) of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ noticeRegulation S-K of the SEC); (ii) all Contracts that relate which constitutes a contract or commitment relating to indebtedness for borrowed money or the sale deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any of the Transferred Assets for consideration asset) in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business10,000,000; (iii) (A) which contains any material licenses provision that prior to or other rights granted following the Effective Time would materially restrict or alter the conduct of business of, or purport to materially restrict or alter the conduct of business of, whether or not binding on, MLP or any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses controlled Affiliate of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of BusinessMLP, including Existing Contracts (as defined in by materially restricting the Buyer Software License Agreement)disposition of any business or assets; (iv) all Contracts which is a lease or license (whether of real, personal or intangible property) providing for annual rentals or fees of $5,000,000 or more that provide for exclusive rights for the benefit cannot be terminated by any MLP Group Entity on not more than 60 days’ notice without payment by such MLP Group Entity of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a wholepenalty; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide which is an agreement for the indemnification purchase of materials, supplies, goods, services, equipment or other assets that in each case both (A) cannot be terminated by any MLP Group Entity on not more than 60 days’ notice without payment by any of MLP Group Entity of any Person material penalty and (B) involves annual revenues or the assumption payments in excess of any Liability of any Person$10,000,000; (vi) all Contracts that relate which is a partnership, joint venture or other similar agreement or arrangement; (vii) which is a contract relating to the acquisition or disposition of any business, a material amount of stock business or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years with a purchase price of $10,000,000 or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contractsmore; (viii) all Contracts any contract that relates to any commodity or interest rate swap, cap or collar or other similar hedging or derivate transactions, other than any contract for purchase and sale of commodities and the associated hedging instruments entered into in the ordinary course of business consistent with any Governmental Authoritypast practice; (ix) all Contracts that limit any contract relating to the gathering, processing, treating, transportation, storage, sale or purport to limit purchase of natural gas, condensate or other liquid or gaseous hydrocarbons or the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Personproducts therefrom, or otherwise materially restricts Sellers’ ability to solicit the provision of services related thereto (including any operation, operation servicing or hire any Person maintenance contract) in each case that involves annual revenues or solicit business from any Person, and each Contract that could require the disposition payments in excess of any material assets or line of business of any Seller;$10,000,000; or (x) all joint venture, partnership or similar Contracts; (xi) all powers of attorney with respect any contract relating to the Business construction of capital assets or any Transferred Asset; (xii) all Contracts between other capital expenditures in each case that involves annual revenues or among a Seller on the one hand and any Affiliate payments in excess of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association$10,000,000. (b) Each Material Contract is valid and binding on Sellers in accordance with its terms, and except as such Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement such enforceability is sought considered in a Proceeding in equity or at law); provided, however, that any indemnity, contribution and exoneration provisions contained in any such MLP Material Agreement may be limited by applicable Law or in equity)and public policy, each of the MLP Material Agreements (i) constitutes the valid and binding obligation of the applicable MLP Group Entity and, to the Knowledge of the MLP Parties, constitutes the valid and binding obligation of the other parties thereto, (ii) is in full force and effect as of the Execution Date and (iii) will be in all material respects. No Seller orfull force and effect upon the consummation of the transactions contemplated by this Agreement, in each case unless the failure to be so would not constitute, individually or in the aggregate, an MLP Material Adverse Effect. (c) There is not, to Sellers’ Knowledgethe Knowledge of any of the MLP Parties, under any MLP Material Agreement, any other party thereto is in breach of default or default under any Material Contract in any material respects, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred thatwhich, with notice or lapse of time or both, would constitute an event a default on the part of any of the parties thereto, except such events of default under any Material Contract in any material respect and other events as to which requisite waivers 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) consents have been made available to Buyerobtained or which would not constitute, individually or in the aggregate, an MLP Material Adverse Effect.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a) 3.16 of the Disclosure Schedules lists each of the following Contracts (such Contracts as described in this Section 3.16(a), subject to which any Seller or the Purchased Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Assets (collectivelyprovisions of Section 2.5(c), the being “Material Contracts”): (i) all Assumed Contracts involving aggregate consideration set forth on Schedule 3.16(a)(i)(1) with customers of the Business, other than Assumed Contracts substantially in excess a form set forth on Schedule 3.16(a)(i)(2) of $150,000 the Disclosure Schedules and which, in each case, cannot be cancelled without penalty or without more than ninety made available to Buyer (90) days’ notice;the “Customer Standard Forms”) (ii) all Contracts that relate to the sale of any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Assumed Contracts that limit or purport to limit the ability of any Seller the Business to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities during any period of another Persontime, or otherwise materially that, in connection with the Business, restricts Sellers’ ability the right of Seller to solicit sell to or hire any Person or solicit business purchase from any Person, and each Contract or that could require grants the disposition of other party or any material assets or line of business of any Sellerthird person “most favored nation” status; (xiii) all joint venture, partnership or similar ContractsAssumed Contracts regarding ownership of or investments in any Person, business or enterprise; (iv) all Assumed Contracts that are inbound or outbound licenses regarding the use of any material Transferred Intellectual Property or Transferred Technology; (v) all Assumed Contracts that involve the lease of equipment with remaining payments that exceed $50,000 in any 12-month period; (vi) all Assumed Contracts that restrict any Seller Party’s ability to own, use, register, disclose or enforce any Transferred Intellectual Property (other than non-exclusive licenses); (vii) all Assumed Contracts with a Significant Customer, Significant Supplier or Governmental Authority (provided that the Seller shall have no obligation to list on Schedule 3.16(a)(vii) any purchase orders entered into with a Significant Customer on a Customer Standard Form or Significant Supplier in a form set forth on Schedule 3.16(a)(vii) of the Disclosure Schedules and made available to Buyer); (viii) all Assumed Contracts that involve an obligation to purchase a minimum quantity of goods or services; (ix) any collective bargaining agreements or other agreements with a trade union, works council or other similar labor organization to which a Seller Party is a party or otherwise bound that would affect any Business Employees after the Closing; (x) any Assumed Contract relating to any disposition or acquisition of assets or any interest in any business enterprise, except for the sale of products or services in the ordinary course of business; (xi) all powers Assumed Contracts that are settlement, conciliation or similar agreements which would require payment in excess of attorney with respect to $100,000 after the Business date hereof or any Transferred Asset;which materially restrict or impose material obligations upon the Business; and (xii) all Assumed Contracts between or among a members of the Seller on Group, any of their respective Affiliates, or any Person with whom the one hand and Seller Parties do not deal at arms’ length or to which any Affiliate executive officer or director of a member of the Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or associationGroup is a party. (b) Each Material Assumed Contract and Shared Contract is valid and binding on Sellers in accordance with its termsthe applicable Seller Party and, to the Knowledge of Seller, the counterparties thereto, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respectseffect. No Seller orParty is in breach of, or default under, any Material Contract to Sellers’ which it is a party, except for such breaches or defaults that would not, individually or in the aggregate, be material to the Business or the Transferred Assets, and to Seller’s Knowledge, any each of the other party parties thereto has performed all obligations required to be performed by it under, and is not in breach of or default under any Material Contract in any material respects, or has provided or received any notice of any intention to terminateunder, any Material Contract. No event or circumstance has occurred that would result in a material breach by any Seller Party of, result in the loss of any material right or benefit of, cause acceleration of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute an event become a default) or give rise to any right to terminate, cancel, amend or accelerate under, or require any consent of default under or notice to any Person pursuant to, any Material Contract. As of the date hereof, no Seller Party has received any written notice, or, to Seller’s Knowledge, oral notice, of any Person’s intent to terminate or materially amend any Material Contract. Seller has made available to Buyer correct and complete copies of all Material Contract, in each case together with all amendments and supplements thereto, and no material changes have been made to any Material Contract in any material respect or result in a termination thereof or would cause or permit since the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Except as set forth date on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modificationswas made available to Buyer, amendments and supplements thereto and waivers thereunder) except such changes as have been made available to Buyer.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded LiabilityAll Contracts required to be filed as exhibits to the GSM SEC Documents have been so filed in a timely manner. Section 3.17(a) of the GSM Disclosure Schedule sets forth a true and complete list, Schedule 4.06(a) lists as of the date hereof, of each of the following Contracts to which GSM or any Seller or the Purchased Subsidiary of its Subsidiaries is a party or by which it is GSM or any of its Subsidiaries or any of their assets or businesses are bound in connection with the Business or the Transferred Assets (collectivelyand any amendments, the “Material Contracts”supplements and modifications thereto): (i) all Contracts involving aggregate consideration any Contract that is a “material contract” (as such term is defined in excess Item 601(b)(10) of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ noticeRegulation S-K of the Exchange Act); (ii) all Contracts any Contract that relate to the sale of any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit materially limits the ability of GSM or any Seller of its affiliates to compete or provide services in any line of business or with any Person or engage in any line of business within any geographic area or acquire market segment or to engage in any type of business (including any license, collaboration, agency or distribution agreements); (iii) any Contract required to be disclosed pursuant to Item 404 of Regulation S-K of the assets Exchange Act; (iv) any Contract or securities series of another Personrelated Contracts relating to indebtedness for borrowed money (A) in excess of $20 million or (B) that becomes due and payable as a result of the Transactions; (v) any license, sublicense, option, development or otherwise materially restricts Sellers’ ability collaboration agreement or other Contract relating to solicit GSM Material Intellectual Property (excluding “shrink-wrap,” “click-wrap” or hire other uncustomized commercially available off-the-shelf software licenses that are not the subject of a negotiated agreement and excluding agreements the primary purpose of which is to purchase tangible goods or procure services unrelated to Intellectual Property) for which the aggregate annual amounts paid or payable to or by GSM or any Person of its Subsidiaries related to such agreement are greater than $250,000; (vi) any Contract (excluding purchase orders issued in the ordinary course of business, a form or solicit business from example of which has been previously provided to FA) with any Personof GSM’s top 10 suppliers (including purchasing agreements and group purchasing agreements) (measured by dollar volume of purchases of GSM during the 12 months ended December 31, and each 2014); (vii) any Contract (excluding purchase orders issued in the ordinary course of business, a form or example of which has been previously provided to FA) with any of GSM’s top 10 customers (measured by dollar volume of spending by the customer during the 12 months ended December 31, 2014); (viii) any purchase, sale or supply Contract that could require the disposition contains volume requirements or commitments, exclusive or preferred purchasing arrangements or promotional requirements in excess of $10 million; (ix) any material assets lease, sublease, occupancy agreement or line of business of any Seller;other Contract with respect to the GSM Leased Real Property (“GSM Lease Agreements”), (x) all 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 GSM or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses; (xi) any material acquisition or divestiture agreement that contains “earn-out” provisions or other contingent payment obligations that have not been satisfied in full; (xii) any agreement that by its terms limits the payment of dividends or other distributions by GSM or any of its Subsidiaries; (xiii) any Contract for any joint venture, partnership or similar Contractsarrangement, or any Contract involving a sharing of revenues, profits, losses, costs, or liabilities by GSM or any of its Subsidiaries with any other Person involving a potential combined commitment or payment by GSM and any of its Subsidiaries in excess of $5 million annually; (xixiv) all powers any other agreement which would prohibit or delay beyond the Outside Date the consummation of attorney with respect to the Business Merger or any Transferred Asset;other Transaction contemplated by this Agreement; or (xiixv) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or associationGSM Significant Concession Contract. (b) Each Material Contract is valid GSM has heretofore made available to FA true, correct and binding on Sellers complete copies of the Contracts set forth in accordance with its termsSection 3.17(a). (c) Except as has not had and would not reasonably be expected to have, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law individually or in equity)the aggregate, is a GSM Material Adverse Effect, (i) all Contracts set forth or required to be set forth in Section 3.17(a) of the GSM Disclosure Schedule or filed or required to be filed as exhibits to the GSM SEC Documents (the “GSM Material Contracts”) are valid, binding and in full force and effect and are enforceable by GSM or its applicable Subsidiary in accordance with their terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought, (ii) GSM, or its applicable Subsidiary, has performed all material respects. No Seller orobligations required to be performed by it under the GSM Material Contracts, to Sellers’ Knowledge, any other party thereto and it is in breach of not (with or default under any Material Contract in any material respects, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with without notice or lapse of time time, or both) in material breach or material default thereunder and, would constitute an event to the Knowledge of default under GSM, no other party to any GSM Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither GSM nor any material respect or result in a termination thereof or would cause or permit the acceleration or other changes of its Subsidiaries has received written notice of any right actual, alleged, possible or obligation potential material violation of, or the loss material failure to comply with, any term or requirement of any benefit thereunder. Except as set forth on Schedule 4.06(bGSM Material Contract, and (iv) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b)neither GSM nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, each a “Post-Signing terminate, change the scope of rights under or fail to renew any GSM Material Contract” and collectively, the “Post-Signing Contracts”), 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) Excluding any Contract that is an Excluded Asset or Excluded LiabilitySection 2.12 of the Disclosure Letter contains a true, Schedule 4.06(a) lists complete and accurate list of each of the following Purchased Contracts to which any Seller or (all of the Purchased Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Assets (collectivelyContracts required to be listed thereon, the “Material Contracts”): (i) all Contracts involving aggregate consideration in excess for the service of any Business Employee or Business Contractor whose base annual cash compensation is equal to or greater than $150,000 and which100,000, in each case, cannot be cancelled without penalty other than employment or without more than ninety (90) days’ noticecontractor Contracts terminable at-will with no liability; (ii) all Contracts that relate relating to the sale incurrence of Indebtedness or that give or may give rise to a Lien on any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of BusinessPurchased Assets; (iii) (A) Contracts for the lease of any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into personal property primarily used in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement)Business or by a Business Employee; (iv) all Contracts that provide for exclusive rights for the benefit of with any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a wholeGovernmental Entity; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Personwith a Material Customer; (vi) all Contracts that relate to the acquisition of any business, with a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligationsMaterial Vendor; (vii) all material distributorContracts (A) pursuant to which any party is granted exclusive rights or “most favored party” rights of any type or scope with respect to any of the Purchased Assets, agency, sales promotion, market research, marketing consulting and advertising Contractsor (B) containing any non-competition covenants or other similar restrictions relating to the Purchased Assets or the conduct of the Business; (viii) all Contracts pursuant to which (A) any Third Party is granted rights to any Business Intellectual Property or other Intellectual Property rights, excluding non-exclusive licenses granted in the ordinary course of business to customers in connection with the use of products and services of the Business, non-disclosure agreements and employment agreements, or (B) any Governmental AuthorityThird Party grants to Seller a license to Intellectual Property rights used in the Business (“Third Party IP”), excluding generally commercially available software or software-as-a-service costing or having an annual license fee that does not exceed $20,000, licenses to Open Source Software, non-disclosure agreements and employment agreement; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Persondistribution, joint market, joint venture, partnership, limited liability company, or otherwise materially restricts Sellers’ ability to solicit agreement for sharing of revenues, profits, losses, costs or hire any Person liabilities, or solicit business from any Person, and each similar Contract that could require used in respect of the disposition of any material assets or line of business of any SellerBusiness; (x) all joint ventureany Contract for the provision of products or services to, partnership or similar Contractspurchase of products or services from, both the Business and other portions of the Seller not constituting the Business; (xi) all Contracts that contain any provision for indemnification of any other Person (excluding standard indemnities contained in agreements for the purchase, sale or license of any products entered into in Seller’s ordinary course operation of the Business); (xii) any settlement agreement with respect to any Action in respect of the Business or any Business Employee resulting in (A) monetary Liability in excess of $100,000 individually, (B) material future obligations that would be Assumed Employee Liabilities, or (C) any material ongoing obligations related to the Business; (xiii) Contracts for capital expenditures for the Business in excess of $100,000 in the aggregate; (xiv) any powers of attorney with respect to the Business or any Transferred Purchased Asset; (xiixv) all Contracts between or among a Seller on any Contract under which the one hand and any Affiliate consequences of a Seller on default or termination would reasonably be expected to have, individually or in the other handaggregate, a Material Adverse Effect; (xvi) any Contract that would have the effect of materially prohibiting or impairing the conduct of the Business immediately after the Closing in a manner in which it was not prohibited or impaired immediately prior to the Closing; and (xiiixvii) any other Contract not made in the ordinary course of business that is material to the Business or the Purchased Assets. Seller has delivered to Buyer (x) a complete and accurate copy of each written Material Contract (including all collective bargaining agreements or Contracts with any labor organizationmodifications, union or association. supplements and amendments thereto) and (by) Each a written summary of the material terms of each oral Material Contract. Except for such matters that would not be material to the Business, (i) each Material Contract is valid legal, valid, binding and binding enforceable on Sellers Seller in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect effect, (ii) Seller has performed all of the obligations required to be performed by it under each applicable Material Contract, (iii) Seller is not in all material respects. No Seller breach of or default under (and is not alleged to be in breach of or default under) and no event has occurred, is pending or, to Sellers’ Knowledgethe Knowledge of Seller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by Seller under such agreement, (iv) within the previous six months, Seller has not received any other party thereto written notice of any intention to terminate any Material Contract, and (v) to the Knowledge of Seller, as of the date of this Agreement, no Person is in breach of or default under (and is not alleged to be in breach of or default under) any such Material Contract in any material respectsand no event has occurred, is pending or, to the Knowledge of Seller, is threatened, which, after the giving of notice, with lapse of time, 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 bothotherwise, would constitute an event of a breach or default by any other Person under any such agreement, and (vi) for those such Material Contract in any material respect Contracts to which Seller is a party, the agreement is assignable by Seller to Buyer without the consent or result in a termination thereof or would cause or permit the acceleration or other changes approval of any right or obligation or Person and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the loss of any benefit thereunder. Except Closing in accordance with the terms thereof as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, in effect immediately prior to the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to BuyerClosing.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a) 2.5 lists each of the following Contracts Contract to which any Seller (with respect to the Business) or the Purchased Subsidiary Company is a party or to which Seller or Company or any of their properties is subject or by which it Seller or Company is bound in connection with the Business that (a) is a Customer Contract that provides for payments to or the Transferred Assets (collectively, the “Material Contracts”): (i) all Contracts involving aggregate consideration performance by Seller or Company in excess of $150,000 and which250,000 in the aggregate, in each case, cannot be cancelled without penalty (b) is a Supplier Contract that provides for payments by Seller or without more than ninety (90) days’ notice; (ii) all Contracts that relate to the sale of any of the Transferred Assets for consideration Company in excess of $150,000, other than customer Contracts incurred 250,000 in the Ordinary Course of Business; aggregate, (iiic) is a Government Contract, (Ad) any material licenses after June 27, 1997 obligates Seller or other rights granted Company to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees pay an amount of $100,000 250,000 or less, and (ii) non-exclusive license agreements entered into more in the Ordinary Course aggregate, (e) has an unexpired term as of Businessthe date hereof in excess of three years, including Existing Contracts (as defined in f) represents a Contract upon which the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for Business is substantially dependent or the benefit absence of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires which would have a Seller to provide any minimum level of service, in each case which are material to adverse effect on the Business, taken as a whole; (vg) provides for an extension of credit other than indemnification of directorsconsistent with normal credit terms, officers (h) limits or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit restricts the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or similar Contracts; (xi) all powers of attorney with respect to the Business Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Transferred Asset; Associate, of Seller or Company to Seller or Company, (xiim) all Contracts between requires Seller or among a Seller Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the one hand most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organizationsupplements thereto, union or association. (b) have been made available to Buyer. Each Material Contract is valid and binding on Sellers in accordance with its termssubsisting; Seller or Company, and except as such enforceability may be limited by bankruptcyapplicable, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect has duly performed in all material respects. No respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to Sellers’ Knowledgethe best knowledge of Seller and Company, any other party thereto is in breach or obligor with respect thereto, has occurred or as a result of this Agreement or default performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contract in any material respects, 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 in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), 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) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(aSection 4.20(a) lists each of the following Contracts Disclosure Schedule sets forth a list of all Contracts, including all amendments and supplements thereto, to which any Seller of the Purchased Assets are, or the Purchased Subsidiary Business is, bound or affected and to which any of the AUC Entities is a party or by which it any of the AUC Entities is bound bound, in each case, in connection with with, relating to, or arising out of the Business or the Transferred Assets Purchased Assets, meeting any of the descriptions set forth below (collectively, collectively referred to herein as the “Material Contracts”): (i) all Contracts involving aggregate consideration in excess or group of related Contracts with the same party for the purchase of products or services, under which any of the AUC Entities reasonably may be expected to purchase $150,000 75,000 or more of products or services during the twelve (12) months from the Closing Date and which, in each case, which cannot be cancelled terminated on less than sixty (60) days notice without penalty or without more than ninety (90) days’ noticepenalty; (ii) all employment Contracts that relate (excluding Contracts with faculty) pursuant to which the sale of any of the Transferred Assets annual base salary for consideration in excess of an employee is greater than $150,000, other than customer Contracts incurred in the Ordinary Course of Business100,000; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement)excluding Contracts with faculty) with employees, consultants, directors or independent contractors containing severance, noncompetition, or proprietary rights provisions; (iv) all Contracts that provide for exclusive rights for with faculty of the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a wholeInstitution; (v) other than indemnification of directors, officers or employees all personal property leases involving payment obligations over the remaining term of the Business under the applicable Law or the governing documents lease in excess of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person$50,000; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligationscapitalized leases; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising ContractsContracts pursuant to which any of the AUC Entities has been granted a license or otherwise uses any other Person’s Intellectual Property (other than off-the-shelf software subject solely to “shrink-wrap” or non-negotiable licenses) (“Licenses”); (viii) all Contracts with any Governmental AuthorityAuthorities; (ix) all Contracts any Contract that limit creates a partnership or purport to limit joint venture, or a similar agreement involving a sharing of profits, losses, costs or liabilities with any other Person; (x) any Contract that restricts any of the ability of AUC Entities from engaging, or competing with any Seller to compete Person, in any line of business or with any Person or engage in any line of business within any geographic area or acquire restricts any of the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business AUC Entities from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or similar Contractssoliciting certain employees; (xi) all powers Contracts (or group of attorney with respect to related Contracts) under which any of the Business AUC Entities has created, incurred, assumed, or guaranteed any Transferred AssetIndebtedness; (xii) any Contract, whether or not fully performed, relating to any acquisition or disposition of any shares of capital of any AUC Entity or any predecessor in interest of any AUC Entity, or any acquisition or disposition of any subsidiary, division or line of business; (xiii) any Contract with or relating to any clinical site; (xiv) except as contemplated in connection with this Agreement, any Contract relating to the acquisition by any AUC Entity of any operating business, assets or capital stock of another Person; (xv) all Contracts between for capital expenditures in excess of $25,000; (xvi) all Contracts with a contractor for services, sales representative, distributor, dealer, broker, sales agency, advertising agency or among a Seller other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person, in each case, involving payment obligations over the one hand and remaining term of the Contract in excess of $50,000; (xvii) except as referenced in Section 4.23, any Affiliate Contract that requires the payment of a Seller on royalties, commissions, finders’ fees or similar payments involving payment obligations over the other handremaining term of the Contract in excess of $50,000; and (xiiixviii) any settlement or similar Contract under which any of the AUC Entities has remaining obligations; (xix) all collective bargaining powers of attorney or agency agreements or Contracts with any labor organizationPerson given by any of the Sellers that are currently effective and outstanding pursuant to which such Person is granted the authority to act for or on behalf of any AUC Entity or any AUC Entity is granted the authority to act for or on behalf of any Person, union other than Tax powers of attorney, granted in the Ordinary Course of Business; and (xx) any other Contract material to the Business, the Purchased Assets or associationany of the AUC Entities. (b) The Sellers have made available to the Buyers in the Dataroom (i) a true, complete and correct copy of each written Material Contract and (ii) a summary of each oral Material Contract prior to the Closing Date. None of the AUC Entities nor, to the Knowledge of the Sellers, any other party to any Material Contract, is in breach of, or in default under, any Material Contract. To the Knowledge of the Sellers, there is no event or condition that with notice or lapse of time, or both, would constitute such a breach or default; and none of the AUC Entities has received any written notice of any breach or default or event that with notice or lapse of time, or both, would constitute such a breach or default by any of the AUC Entities. To the Knowledge of the Sellers, there have been no threatened cancellations of, or any dispute under, any Material Contract nor, to the Knowledge of the Sellers, does there exist the basis for any such cancellation or dispute. Each Material Contract is in full force and effect, and is valid and binding on Sellers enforceable in accordance with its respective terms, and except as such enforceability may be limited by subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and by subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement such enforceability is sought considered in a Legal Proceeding in equity or at Law or in equityLaw), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledge, any other party thereto is in breach of or default under any Material Contract in any material respects, 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 in any material respect 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. . (c) Except as set forth on Schedule 4.06(bSection 4.20(c) which contains only Intellectual Property Licenses (of the Disclosure Schedule, the applicable AUC Entity has the right to assign to the Buyers each Purchased Contract without notice, modification, cancellation or consent, or if such Contracts notice or consent is required, the AUC Entities have given notices to the third parties and used commercially reasonable efforts to obtain the third party consents set forth on Schedule 4.06(b)Section 4.20(c) of the Disclosure Schedule, each a “Post-Signing and such transfer will provide to the Buyers all of the rights of the applicable AUC Entity under such Material Contract” , free and collectivelyclear of any Liens, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyerother than Permitted Liens.

Material Contracts. (a) Excluding any Set forth in Section 3.09(a) of the Company Disclosure Letter is a list, as of the date hereof, of (i) each Contract that is an Excluded Asset or Excluded Liabilitywould be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC if such report was filed by the Company with the SEC on the date hereof, Schedule 4.06(aand (ii) lists each of the following Contracts to which the Company or any Seller or the Purchased Subsidiary of its Subsidiaries is a party or by any of them or their respective assets or properties are otherwise bound: a Contract (A) that materially limits or purports to materially limit, curtail or restrict either the type of business in which it is bound in connection with the Business Company or any of its Subsidiaries (or, after giving effect to the Merger and the Subsequent Mergers, Purchaser or any of its Subsidiaries) may engage or the Transferred Assets manner or locations in which any of them may so engage in any business or to hire or solicit for hire for employment any individual or group, (collectivelyB) that is an indenture, the “Material Contracts”): (i) all Contracts involving aggregate consideration credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for or guaranteeing indebtedness in excess of $150,000 5,000,000 or that becomes due and whichpayable upon, or provides a right of termination or acceleration as a result of, the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated hereby; (C) that, individually or together with related Contracts, provides for any acquisition, disposition, lease, license, use, distribution or outsourcing, after the date of this Agreement, of assets, services, rights or properties with a value or requiring annual fees in excess of $5,000,000, in each casecase other than in the ordinary course of business consistent with past practice, cannot or that is otherwise material to the business of the Company or any of its Subsidiaries; (D) that is a collective bargaining agreement; (E) that involves or could reasonably be expected to involve aggregate payments by or to the Company and/or its Subsidiaries in excess of $1,000,000 in any twelve-month period, except for any Contract that may be cancelled without penalty or without more termination payments by the Company and/or its Subsidiaries upon notice of 60 days or less other than ninety any such Contract entered into in the ordinary course of business consistent with past practice; (90F) days’ notice; that (ii1) all Contracts that relate to includes an indemnification obligation of the sale of Company or any of the Transferred Assets for consideration its Subsidiaries with a maximum potential liability in excess of $150,0001,000,000, other than customer indemnification arrangements arising pursuant to Contracts incurred in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements are entered into in the Ordinary Course ordinary course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitmentsbusiness consistent with past practice, or requires a Seller (2) provides for, to provide any minimum level of servicethe Company’s Knowledge, in each case which are indemnification to the other party for such other party’s own negligence, gross negligence or willful misconduct; (G) that involves Intellectual Property that is material to the BusinessCompany and its Subsidiaries, taken as a whole; (v) other than indemnification of directors, officers or employees of and pursuant to which the Business under the applicable Law or the governing documents of Sellers Company and/or its Affiliates, all Contracts that provide for the indemnification of any Person Subsidiaries licenses Company Intellectual Property (1) to its customers on an exclusive basis or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have to any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit other person not in the ability of any Seller to compete in any line ordinary course of business or consistent with past practice; (H) any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require provides for any standstill, most favored nation provision or equivalent preferential pricing terms, exclusivity or similar obligations to which the disposition Company or any of its Subsidiaries is subject or a beneficiary thereof, which is material to the Company or any of its Subsidiaries, taken as a whole (or, following the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated hereby, would be material assets to Purchaser or line any of business of its Subsidiaries); (I) any Seller; (x) all Contract for any joint venture, partnership or similar Contracts;arrangement; or (J) any other Contract that would, or would reasonably be expected to, individually, prevent, materially delay or materially impede the Company’s ability to consummate the transactions contemplated by this Agreement. Each such contract described in clause (i) and clauses (ii)(A) through (ii)(J) and together with all Contracts filed as exhibits to the Company SEC Documents (in each case, other than any Company Plan), is referred to herein as a “Material Contract.” (xi) all powers of attorney with respect to the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association. (bi) Each Material Contract is is, and immediately after the consummation of the transactions contemplated by this Agreement will be, a valid and binding on Sellers obligation of the Company and its Subsidiaries (to the extent they are parties thereto or bound thereby) enforceable against them and, to the Company’s Knowledge, each other party thereto, in accordance with its termsterms and is in full force and effect, and in each case in all material respects (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws of general applicability relating to or affecting creditors’ rights generally rights, and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equityequitable principles), is in full force and effect each of the Company and each of its Subsidiaries (to the extent they are party thereto or bound thereby) and, to the Company’s Knowledge, each other party thereto has performed in all material respects. No Seller orrespects all obligations required to be performed by it under each Material Contract, and (ii) each of the Company and each of its Subsidiaries has performed in all material respects all obligations required to Sellers’ Knowledge, any other party thereto is in breach of or default be performed by it under any each Material Contract in any material respectsand it is not (with or without notice, 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) in breach or default of any of its material obligations thereunder and, would constitute an event to the Knowledge of default under the Company, no other party to any Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, and neither the Company nor any material respect or result in a termination thereof or would cause or permit of its Subsidiaries has received written notice from the acceleration or other changes party to any Material Contract of any right intention to cancel, terminate, change the scope of rights and obligations under or obligation or the loss of any benefit thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (not to renew such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Material Contract” and collectively, the “Post-Signing Contracts”), 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. The Seller has provided to the Purchaser true, correct and complete copies of all contracts material to the operation of the Business, including, but not limited to, the following contracts to which the Seller or a Subsidiary is a party (individually a "Material Contract" and collectively the "Material Contracts"): (a) Excluding all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing of money or binding upon any Contract that is an Excluded Asset properties or Excluded Liabilityassets (real, Schedule 4.06(apersonal or mixed, tangible or intangible) lists each of the following Contracts Seller or its Subsidiaries; (b) all leases relating to Real Property or other leases or licenses involving any properties or assets (whether real, personal or mixed, tangible or intangible) involving an annual commitment or payment of more than $10,000 individually by the Seller or its Subsidiaries; (c) all contracts or agreements which limit or restrict the Seller or its Subsidiaries or, to the knowledge of the Seller, any officers or key employees of the Seller or its Subsidiaries from engaging in any business in any jurisdiction; (d) all franchising and licensing agreements other than customer contracts entered into in the ordinary course of business consistent with past practice and non-exclusive software licenses for generally available software; (e) any contract or agreement for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Seller or any of its Subsidiaries of an amount in excess of $10,000; (f) any contract that provides for an increased payment or benefit, or accelerated vesting, upon the execution of the Agreement or in connection with the transactions contemplated hereby; (g) any contract or agreement granting any person a Lien on all or any part of any assets; (h) any contract or agreement for the cleanup, abatement or other actions in connection with any Hazardous Materials (as hereinafter defined), the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (i) any contract or agreement granting to any person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets; (j) any contract or agreement with any agent, distributor or representative which is not terminable without penalty on thirty (30) calendar days' or less notice; (k) except for contracts with customers entered into in the ordinary course of business consistent with past practice and license agreements with respect to generally available software, any contract or agreement for the granting or receiving of a license or sublicense or under which any person is obligated to pay or has the right to receive a royalty, license fee or similar payment; (l) any contract providing for the indemnification or holding harmless of any officer, director or employee; (m) any joint venture or partnership contract; (n) any customer contract for the provision of goods or services by the Seller; (o) any outstanding power of attorney empowering any Person to act on behalf of the Seller; (p) any contracts, consulting agreements or termination or severance agreements in respect of any officer, employee or former employee (to the extent any obligations remain in existence with respect to such former employee), consultant or independent contractor (other than Seller Benefit Plans); and (q) all existing contracts and commitments (other than those described in subparagraphs (a) through (p) of this Section 3.13) to which any the Seller or the Purchased Subsidiary any of its Subsidiaries is a party or by which it its properties or assets are bound involving an annual commitment or annual payment to or from the Seller or any of its Subsidiaries of more than $30,000 individually or which is bound otherwise material to the Business. Copies of all correspondence and a written summary of all oral commitments with respect to the Assumed Contracts that would result in connection with the Business a material modification of such contract or the Transferred Assets (collectively, the “Material Contracts”): (i) all Contracts involving aggregate consideration would result in costs or expenses in excess of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice; (ii) all Contracts that relate 15,000 have been provided by the Seller to the sale of any Purchaser or such commitments have been quantified in Section 3.11 of the Transferred Assets Seller Disclosure Letter. Notwithstanding the foregoing, the Seller has not provided to the Purchaser copies of all nondisclosure agreements, employment letters and software licenses for consideration in excess generally available software. Each of $150,000, other than customer Contracts incurred the employment letters that has not been provided to the Seller is substantially in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into form included in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees Section 3.13 of the Business under the applicable Law or the governing documents of Sellers and/or its AffiliatesSeller Disclosure Letter. The Assumed Contracts are legal, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any businessvalid, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting binding and advertising Contracts; (viii) all Contracts enforceable in accordance with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or similar Contracts; (xi) all powers of attorney their respective terms with respect to the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association. (b) Each Material Contract is valid and binding on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledgethe Seller's knowledge, any each other party thereto is to such Assumed Contracts. Except as set forth in breach Section 3.5 of the Seller Disclosure Letter, there are no existing defaults or default breaches of the Seller under any Material Assumed Contract in any material respects(or events or conditions which, with notice or has provided lapse of time or received any notice both would constitute a default or breach) and, to the knowledge of any intention to terminatethe Seller, any Material Contract. No event there are no such defaults (or circumstance has occurred thatevents or conditions which, with notice or lapse of time or both, would constitute an event of a default under or breach) with respect to any Material Contract in third party to any material respect 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 thereunderAssumed Contract. Except as set forth on Schedule 4.06(bin Section 3.13 of the Seller Disclosure Letter, the Seller is not participating in any discussions or negotiations regarding modification of or amendment to any Assumed Contract or entry in any new material contract applicable to the Business or the Assets. Section 1.2(d) which contains only Intellectual Property Licenses (such Contracts of the Seller Disclosure Letter identifies each Assumed Contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract, agreement or other instrument in connection with the transactions contemplated hereby, including the assignment of such Assumed Contract to the Purchaser. Section 1.2(d) of the Seller Disclosure Letter also identifies each Assumed Contract set forth therein that (i) obligates the Seller or any of its Subsidiaries to perform research and development, (ii) contains any fixed price research and development obligations or (iii) contains any research and development or deliverable obligations which are currently unfunded, not supported by customer obligations to pay for such efforts on Schedule 4.06(b)a time and material basis, each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyerunscheduled or behind schedule.

Material Contracts. Except for Contracts evidencing Company Loans made or otherwise acquired by the Bank in the Ordinary Course of Business, Schedule 3.16 of the 24 Company Disclosure Schedules lists or describes the following with respect to the Company and each of its Subsidiaries (each such agreement or document, a “Company Material Contract”) as of the date of this Agreement, true, complete and correct copies of each of which have been delivered or made available to Acquiror: (a) Excluding each lease of real property to which the Company or any of its direct and indirect Subsidiaries is a party; (b) all loan and credit agreements, conditional sales Contracts or other title retention agreements or security agreements relating to money borrowed by it in excess of $250,000, or guaranteed by the Company or any of its direct and indirect Subsidiaries, exclusive of deposit agreements with customers of the Bank entered into in the Ordinary Course of Business, agreements for the purchase of federal funds and repurchase agreements and Federal Home Loan Bank of Chicago advances; (c) each Contract that is involves performance of services or delivery of goods or materials by it of an Excluded Asset amount or Excluded Liabilityvalue in excess of $100,000 (other than Contracts for the sale of loans and Contracts that are Company Benefit Plans); (d) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts by it in excess of $100,000; (e) each Contract not referred to elsewhere in this Section 3.16 that: (i) relates to the future purchase of goods or services that materially exceeds the requirements of its business at current levels or for normal operating purposes; or (ii) has a Material Adverse Effect on the Company or its direct and indirect Subsidiaries; (f) each lease, Schedule 4.06(arental, license, installment and conditional sale agreement and other Contract affecting the ownership of, leasing of, title to or use of, any personal property (except personal property leases and installment and conditional sales agreements having aggregate remaining payments of less than $100,000); (g) lists each of material licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property (other than shrink-wrap license agreements or other similar license agreements), including material agreements with current or former employees, consultants or contractors regarding the following Contracts to which any Seller appropriation or the Purchased Subsidiary is nondisclosure of any of its intellectual property; (h) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a party or by which it is bound in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”):group of employees; (i) all Contracts each joint venture, partnership, shareholder, limited liability company, investor rights and other Contract (however named) involving aggregate consideration a sharing of profits, losses, costs or liabilities by it with any other Person; (j) each Contract containing covenants that in any way purport to restrict, in any material respect, the business activity of the Company or its Subsidiaries or limit, in any material respect, the ability of the Company or its Subsidiaries to engage in any line of business or to compete with any Person including from soliciting customers, clients or employee of any Person, or provides a right of first offer, right of first refusal, option or similar right to the Company or any Subsidiary or any other Person or that would limit or purport to limit the ability of the Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business, including any (i) exclusive dealing obligation; (ii) “clawback” 25 or similar undertaking requiring the reimbursement or refund of any fees; or (iii) “most favored nation” or similar provision granted by the Company or any of its Subsidiaries; (k) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods having an average annual amount in excess of $150,000 and which100,000; (l) that is (i) an employment, consultancy, non-competition, non-solicitation, deferred compensation, retention, bonus, severance, retirement or other similar Contract (including any amendment to any such existing agreement or arrangement); or (ii) relating to bank-owned life insurance, in each casecase with any director, cannot be cancelled without penalty officer, employee or without more than ninety (90) days’ noticeindependent contractor of or consultant to, or shareholder of, the Company or any direct and indirect Subsidiary of the Company; (iim) all Contracts that relate to is with an Affiliate of the sale of Company or any of the Transferred Assets for consideration in excess of $150,000, its Subsidiaries other than customer Contracts incurred loans in the Ordinary Course of Business; (iiin) each current material consulting or non-competition agreement to which the Company or any of its Subsidiaries is a party; (Ao) any material licenses the name of each Person who is or other rights granted would be entitled pursuant to any Person Contract or Company Benefit Plan to receive any payment from the Company or its Subsidiaries as a result of the consummation of the Contemplated Transactions (including any payment that is or would be due as a result of any actual or constructive termination of a Person’s employment or position following such consummation) and the maximum amount of such payment; (p) each Contract for capital expenditures for a single property, individually, or collectively with any other Contract for capital expenditures on such property, in excess of $100,000; (q) each Contract that may not be terminated without payment or penalty equal to or greater than $50,000 upon notice of thirty (30) days or less (other than shrink-wrap or similar form software license agreements with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software computer software); (r) that is commercially available to the public generallya settlement agreement, with licenses, maintenance, support and other fees of $100,000 than releases immaterial in nature or less, and (ii) non-exclusive license agreements amount entered into in the Ordinary Course of Business, including Existing Contracts (as defined Business with the former employees of the Company or its Subsidiaries or independent contractors in connection with the Buyer Software License Agreement)routine cessation of such employee’s or independent contractor’s employment; (ivs) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or similar Contracts; (xi) all powers of attorney with respect to the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other handCompany Benefit Plan; and (xiiit) all collective bargaining agreements or Contracts with any labor organizationeach amendment, union or association. (b) Each Material Contract is valid supplement and binding on Sellers modification in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledge, any other party thereto is in breach of or default under any Material Contract in any material respects, or has provided or received any notice respect 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 in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyerforegoing.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a) lists each 6.11 sets forth all of the following Orders or Contracts to which any Seller or the Purchased Subsidiary is a party or by which it is bound and that are currently in connection with effect (or by which the Business Potential Acquired Assets may be bound or affected) other than the Transferred Assets Leases (collectively, whether or not disclosed on Schedule 6.11, the “Material Contracts”): (i) all Contracts involving aggregate consideration in excess with any labor union or association representing any Employees of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ noticeany Seller; (ii) all Contracts that relate to for the sale after the date hereof of any of the Transferred Assets Potential Acquired Asset owned or used by Sellers for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business15,000,000; (iii) relating to the pending acquisition by any Seller of any operating business or the capital stock of any other Person; (iv) which is an IP License with respect to which annual payments or consideration furnished by or to Sellers pursuant to such IP License with respect to the Business is in excess of fifteen million dollars ($15,000,000) in the Current Fiscal Year (other than, (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property in the case of Inbound IP Licenses, other than (ix) shrink-wrap, click-wrap and off-the-shelf Software licensesshelf, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or lessnon-customized computer programs, and (iiy) non-exclusive license agreements licenses granted by suppliers and other service providers of Sellers, in each case, to the extent necessary to use, sell and offer to sell the products and services of such suppliers or service providers, as applicable, and entered into in the Ordinary Course of Business, including Existing Contracts ; and (as defined B) in the Buyer Software License Agreement); (iv) all Contracts that provide for case of Outbound IP Licenses, non-exclusive rights for the benefit licenses to customers, suppliers, vendors and other service providers of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of serviceSellers, in each case which are material to the extent necessary for their respective use of the products and services of the Business or for the manufacture of products on behalf of Sellers or provision of services to Sellers in connection therewith and entered into in the Ordinary Course of Business, taken as a whole); (v) which involve any Potential Transferred Agreement (other than indemnification purchase orders entered into in the Ordinary Course of directors, officers Business) the performance of which involves payment by or employees of the Business under the applicable Law or the governing documents to any of Sellers and/or its Affiliates, all Contracts that provide for of consideration in excess of $15,000,000 over the indemnification Current Fiscal Year and which cannot be canceled by notice of any Person ninety (90) days or the assumption of any Liability of any Person;fewer without penalty or payment; and (vi) all Contracts that relate which regard the employment, services, consulting, termination or severance from employment relating to or for the acquisition material benefit of any businessdirector, a material amount of stock officer, employee, independent contractor or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability consultant of any Seller to compete and require annual payments by any Seller in any line excess of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or similar Contracts; (xi) all powers of attorney with respect to the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association$400,000. (b) Sellers have delivered to Buyer true and complete copies of such Material Contracts and any and all amendments, modifications, supplements, exhibits and restatements thereto and thereof in effect as of the date of this Agreement; provided, however, that Sellers shall not be required to deliver any Material Contract or amendment, modification, supplement, exhibit or restatement thereto that cannot be located notwithstanding the reasonable efforts of Sellers to locate such document if and only if such Material Contract is not an Assigned Agreement. (c) Each Material Contract is in full force and effect, has not been amended, modified or supplemented and is the valid and binding on Sellers in accordance with its termsobligation of the Seller party thereto, and to the Knowledge of Sellers, each other party thereto, in each case except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ now or hereafter in effect relating to creditor’s rights generally and by or general principles of equity equity. (regardless d) If any Material Contract were to be designated by Buyer for assignment as an Assigned Agreement, upon entry of whether enforcement is sought in a Proceeding at Law or in equity)the Approval Order and payment of the Cure Costs, is in full force and effect in all material respects. No no Seller or, to Sellers’ Knowledge, any other party thereto is in breach of or in default under any Material Contract in any material respects, 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 in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), 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) Excluding any Contract that is an Excluded Asset or Excluded LiabilityPart 5.15(a) of the ▇▇▇▇▇▇▇▇ Disclosure Schedule sets forth, Schedule 4.06(a) lists each as of the date hereof, a complete and accurate list of all Contracts of the following Contracts types to which ERC or any Seller or the Purchased Subsidiary ERC Sub that owns a Retirement Community is a party party, or by which it is such ERC Company or such ERC Company’s properties or assets are bound in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”): (i) all Contracts involving aggregate consideration to manage any real property, business or charitable activity in excess of $150,000 and whichconnection with a Retirement Community (collectively, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ noticethe “Management Agreements”); (ii) all Contracts that relate to the sale with any provider of any of the Transferred Assets for consideration health care products or services involving expenditures or revenue in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business250,000 anunually; (iii) Contracts under which any ERC Sub that owns a Retirement Community is a lessor, lessee, sublessor, sublessee, licensor or licensee of any real property (A) any material licenses the “Real Property Leases”), stating in each case the street address or other rights granted to any Person with respect to Transferred Technologyreasonable descriptor of the land, and buildings or other improvements covered thereby (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement“Leased Real Property”); (iv) all Contracts relating to the development of, or the construction of any improvements on, any real property (collectively, the “Development Contracts”); (v) Contracts under which ERC, any Transferred Landowner or other ERC Sub that owns a Retirement Community or, to the Knowledge of the ▇▇▇▇▇▇▇▇ Parties, any NFP, has incurred, assumed or guaranteed any indebtedness for borrowed money in excess of $250,000 individually and $1,000,000 in the aggregate (the “Credit Facilities”); (vi) Contracts under which any ERC Company has the right or option to purchase any real property; (vii) Contracts imposing non-competition or any other restriction with respect to the geographical area, scope or type of operations of any ERC Company; (viii) Contracts containing any “change of control” provision with respect to any ERC Company or Parent; (ix) Contracts involving an investment by any Transferred Landowner in any Person that is not also an ERC Company, including any partnership, limited liability company or joint venture; (x) Contracts under which any revenue, profit or income of the Business is required to be, or may be, shared with any third Person; (xi) employment Contracts; (xii) Contracts with any Employee containing any restrictive covenants; (xiii) Contracts that provide for exclusive rights for involve aggregate payments in excess of $250,000 per annum; and (xiv) to the benefit of any Third Partyextent not described elsewhere in this Section 5.15(a), grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which Contracts that are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or similar Contracts; (xi) all powers of attorney with respect to the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association. (b) Each Material Contract is valid and binding on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledge, any other party thereto is in breach of or default under any Material Contract in any material respects, 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 in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), 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) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(aSection 3.12(a) lists each of the following Sellers’ Disclosure Schedule sets forth all Contracts to which any Seller concerning the Owned Intellectual Property or the Purchased Subsidiary is a party Licensed Intellectual Property or by which it is bound that are related to, or used in connection with or held for use in, the Business (except for Contracts that are Excluded Assets, purchase orders for inventory and other goods and services purchased in the ordinary course of business, or in the Transferred Assets (collectively, the “Material Contracts”): case of clauses (i), (iv), (vi)-(x), (xiii) all and (xiv) below, Contracts involving aggregate consideration (other than Contracts concerning the Owned Intellectual Property or Licensed Intellectual Property) that individually have a future liability not in excess of $150,000 annually or $1,000,000 during the term thereof, and which, in each case, canother than Contracts that are cancelable by a Seller upon notice of not be cancelled more than 90 calendar days without penalty or cost), including, without more than ninety limitation: (90i) days’ noticeContracts for the purchase or sale of assets, products or services; (ii) all Exclusive supply Contracts for the purchase of Inventory or other goods or services that relate to are otherwise not generally available and that are used in connection with the sale of any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted Contracts pursuant to which a Seller grants to any Person the right to manufacture, design, market, distribute or resell any Business product, or to represent a Seller with respect to Transferred Technologyany such product, and (B) all material Intellectual Property Licensesor act as agent for any Seller in connection with the marketing, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses distribution or sale of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement)any Business product; (iv) all Contracts that provide for exclusive rights for the benefit lease of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a wholetangible personal property; (v) other than indemnification Contracts containing a covenant that restricts a Seller or any Affiliate of directors, officers a Seller from engaging in any line of business or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of competing with any Person; (vi) all Contracts that relate providing for indemnification by a Seller, other than in connection with respect to standard terms and conditions of a Contract for the acquisition of any business, a material amount of stock purchase or assets of any other Person or any real property (whether by merger, sale of stockassets, sale products or services in the ordinary course of assets or otherwise) within the last two (2) years or that have any surviving obligationsbusiness; (vii) all material distributorEmployment, agencyconsulting or independent contractor Contracts, sales promotion, market research, marketing consulting and advertising other than unwritten at-will employment Contracts; (viii) all Contracts with any Governmental Authorityrelating to a joint venture of the Business; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another PersonCurrency exchange, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Personinterest rate, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership commodity exchange or similar Contracts; (x) Contracts for capital expenditures; (xi) all powers Contracts with any director, officer or employee of attorney with respect to the Business Seller or any Transferred Assetof its Subsidiaries (in each case, other than (A) employment agreements covered in clause (vii) above), (B) payments of compensation for employment to employees in connection with unwritten at-will employment Contracts and (C) participation in Employee Plans by employees; (xii) all Contracts between or among a Seller on the one hand and licenses of any Affiliate of a Seller on the patents, trademarks, trade names, service marks, copyrights or other handIntellectual Property received from or granted to third parties; (xiii) Contracts for radio, television newspaper or other media advertising; and (xiiixiv) all collective bargaining agreements or Contracts with any labor organizationnot made in the ordinary course of business. (such Contracts collectively, union or association“Material Contracts”, and each a “Material Contract”). (b) Each Material Contract is valid and binding on Sellers Except as set forth in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditorsSection 3.12(b) of the Sellers’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller orDisclosure Schedule, to Sellers’ Knowledge, any other party thereto is in breach of or default under any Material Contract in any material respects, 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 in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modificationsi) is valid and binding on the applicable Seller and the counterparties thereto, amendments and supplements thereto is in full force and waivers thereundereffect; and (ii) upon consummation of the Transactions, except to the extent that any consents set forth in Section 3.02 or Section 3.03 of the Sellers’ Disclosure Schedule and Bankruptcy Court approvals to transfer are not obtained or would otherwise not have been made available a Material Adverse Effect, shall continue in full force and effect without penalty or other adverse consequence. Except as disclosed in Section 3.12(b) of the Sellers’ Disclosure Schedule, the applicable Seller and, to Buyerthe Sellers’ Knowledge, the counterparties thereto, are not in breach of, or default under, any Material Contract to which any of them is a party except for breaches or defaults that that would not have a Material Adverse Effect or, upon entry or issuance of the Sale Order by the Bankruptcy Court, would not preclude the Sellers from assigning such Material Contract to the Purchaser and that would be cured or rendered unenforceable in accordance with the Sale Order.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(aExcept as set forth in Section 3.10(a) lists each of the following Contracts to which Seller Disclosure Schedule, as of the Closing Date, neither Parent nor any Seller or the Purchased Subsidiary of its Affiliates is a party to any currently effective Contract related primarily to the Business, and none of the Purchased Assets or by which it is bound Business Licensed Intellectual Property are subject to any Contract, that involve (each, a “Material Contract”): (i) any Top Customer; (ii) any Top Supplier; (iii) obligations (contingent or otherwise) of, or payments by, Parent or any of its Affiliates related primarily to the Business in excess of $50,000 in any one calendar year or $100,000 over the current term of such agreement (other than those written agreements with employees or individual consultants); (iv) payments to Parent or any of its Affiliates related primarily to the Business in excess of $50,000 in any one calendar year or $100,000 over the current term of such agreement; (v) the license, assignment or transfer of any material Intellectual Property right to or from Parent or any of its Affiliates used or held for use exclusively in connection with the Business or the Transferred Assets Products, including without limitation the Licensed Intellectual Property Agreements (collectively, the “Material Contracts”): (i) all Contracts involving aggregate consideration in excess of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice; (ii) all Contracts that relate to the sale of any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in non-exclusive licenses to Parent or its Affiliates arising from the Ordinary Course purchase of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and “off-the-shelf Software licensesshelf” or other standard products, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights licenses from Parent or its Affiliates to persons solely for the benefit purpose of any Third Party, grants “most favored nation” status, contains minimum volume such person providing services or purchase commitments, products to Parent or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts or non-disclosure agreements or agreements in the form(s) previously provided to Buyer relating to proprietary information and inventions executed in favor of Parent and its Affiliates by employees that provide for the indemnification are not key officers or key employees of any Person or the assumption of any Liability of any PersonParent and its Affiliates (collectively, “Excluded Contracts”)); (vi) all Contracts that relate any restriction on the right or ability of Parent or any of its Affiliates to do any of the following in each case, with respect to the acquisition of Business: (A) to solicit any business, a material amount of stock or assets customer of any other Person person; (B) to acquire any product or other asset or any real property services from any other person; (whether by mergerC) to solicit, sale hire or retain any person as an employee, consultant or independent contractor; or (D) to engage in the Business in any geographic area or market segment or during any period of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligationstime; (vii) all material distributorthe design, agencydevelopment, sales promotionor testing of the Products, market research, or clinical trials (including pre- and post-marketing consulting and advertising Contractstrials) relating to the Products; (viii) all Contracts with the manufacture, marketing, sale or distribution of any Governmental AuthorityProducts in any jurisdiction, or any restrictions on Parent’s or any of its Affiliates’ exclusive rights to develop, manufacture, assemble, distribute, market and sell the Products; (ix) all Contracts that limit indemnification by Parent or purport any of its Affiliates with respect to limit infringements of Intellectual Property rights primarily used in or primarily related to the ability of any Seller to compete in any line of business Products or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any SellerBusiness; (x) all joint venturethe purchase of materials, partnership supplies or similar Contractsequipment primarily related to the Business; (xi) all powers joint ventures, partnerships or teaming arrangements, or involving a sharing of attorney with respect profits, losses, costs or Liabilities of Parent or any of its Affiliates primarily related to the Business or any Transferred AssetBusiness; (xii) all Contracts between Indebtedness or among a Seller Encumbrances on the one hand and Business other than would not result in any Affiliate of a Seller on the other hand; andmaterial Liability to Buyer; (xiii) all collective bargaining agreements any settlement related to the Products or Contracts the Business; (xiv) any other Contract with material obligations primarily related to the Business; or (xv) any labor organization, union or associationother Contract that would otherwise be a “material contract” for the Business considered collectively on a stand-alone basis (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). (b) Each of the Material Contract is valid and binding on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), Contracts is in full force and effect in all material respects. No Seller orand is the legal, valid and binding obligation of Parent or any of its Affiliates which is party thereto, and, to Sellers’ Knowledgethe Knowledge of Parent, of the other parties thereto enforceable against each of them in accordance with its terms and, upon consummation of the transactions contemplated by this Agreement, shall, except as otherwise stated in Section 3.10(b) of the Seller Disclosure Schedule, continue in full force and effect. Neither Parent nor any of its Affiliates nor, to the Knowledge of Parent, the other party thereto or parties thereto, is in material breach or material non-compliance of or default under any Material Contract in any material respects, or has provided or received any notice the term of any intention to terminate, any Material Contract. No event or circumstance Neither Parent nor any of its Affiliates has occurred thatreceived written notice of any default or, with to the Knowledge of Parent, any oral notice or lapse of time or both, would constitute an event of default under or threat thereof with respect to any Material Contract in any material respect 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. Except as set forth on Schedule 4.06(bContract. (c) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), Parent has made available to Buyer complete and correct copies of each all Material Contracts, together with all amendments, modifications or supplements thereto. (d) Except as set forth in Section 3.10(d) of the Seller Disclosure Schedule, no consent of any third party is required under any Material Contract (including all modificationsas a result of or in connection with, amendments and supplements the enforceability of any Material Contract will not be affected in any manner by, the execution, delivery and performance of this Agreement, any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent or the effect on enforceability, individually or in the aggregate, would not reasonably be expected to be material to the Business. Subject to obtaining the consents set forth in Section 3.10(d) of the Seller Disclosure Schedule, the execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby will not cause an increase or acceleration of any obligations of Parent or any of its Affiliates pursuant to any contract, agreement or other arrangement listed in Section 3.10(b) of the Seller Disclosure Schedule or give additional rights to any other party thereto and waivers thereunder) have been made available to Buyernor will any such Material Contract in any other way be materially adversely affected by, or terminated or lapse by reason of, the transactions contemplated by this Agreement.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded LiabilityExcept for this Agreement, Schedule 4.06(a) lists each Section 4.19 of the following Contracts Cyclone Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.19 (a) under which Cyclone or any Cyclone Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any Seller of their respective properties or assets is subject, in each case as of the Purchased Subsidiary is a party or by which it is bound date of this Agreement (all Contracts of the type described in connection with this Section 4.19 (a) being referred to herein as the Business or the Transferred Assets (collectively, the “"Cyclone Material Contracts”"): (i) all Contracts involving aggregate consideration (A) any joint venture, partnership or other similar Contract relating to the formation, creation, operation, management or control of any joint venture or partnership, in each case which would reasonably be expected to have a value, or result in the receipt or making of future payments, in excess of $150,000 75,000,000, and which(B) any shareholders, in each caseinvestors rights, cannot be cancelled without penalty registration rights or without more than ninety (90) days’ noticesimilar agreement or arrangement with or relating to the Cyclone Subsidiaries; (ii) all Contracts each material acquisition or divestiture Contract that relate contains representations, covenants, indemnities or other obligations (including "earn-out" or other contingent payment obligations) that would reasonably be expected to result in the sale receipt or making of any of the Transferred Assets for consideration future payments in excess of $150,000, other than customer Contracts incurred 50,000,000 in the Ordinary Course of Businesstwelve (12) month period following the date hereof; (iii) any Contract (Aexcluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) under which Cyclone or any material licenses Cyclone Subsidiary is granted any license or other rights granted to any Person right with respect to Transferred Technology, and (B) all material any Intellectual Property Licensesof a third party, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that which Contract or Intellectual Property is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to Cyclone and the BusinessCyclone Subsidiaries, taken as a whole; (iv) any Contract under which Cyclone or any Cyclone Subsidiary has granted to a third party any license with respect to any Intellectual Property, which Contract or Intellectual Property is material to Cyclone and the Cyclone Subsidiaries, taken as a whole (excluding non-exclusive licenses granted in the ordinary course of business (A) to customers, (B) to consultants, contractors or vendors for use for the benefit of Cyclone or the Cyclone Subsidiaries, or (C) ancillary to commercial agreements (including supply, manufacturing and distribution agreements)); (v) other than indemnification of directorsany Contract with any Governmental Entity, officers or employees of which Contract is material to Cyclone and the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any PersonCyclone Subsidiaries taken as a whole; (vi) all Contracts each Contract that relate to limits in any material respect the acquisition freedom of any business, a material amount of stock or assets of any other Person Cyclone or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller its affiliates to compete in any line of business or geographic region, or with any Person, including any Contract that requires Cyclone and its Subsidiaries to work exclusively with any Person or engage in any line of business within any or geographic area or acquire the assets or securities of another Personregion, or otherwise materially restricts Sellers’ ability which by its terms would further limit the freedom of HurricaneCyclone or its Subsidiaries after the Effective Time; (vii) any material Contract with a Cyclone Material Supplier; (viii) any shareholders, investors rights, registration rights or similar agreement or arrangement with or relating to solicit or hire Cyclone; (ix) any Person or solicit business from any Person, and each Contract that could require involving the disposition settlement of any material assets claim, action or line proceeding or threatened claim, action or proceeding (or series of related, claims actions or proceedings) (A) which (x) will involve payments after the date hereof, or involved payments, in excess of $20,000,000 or (y) will impose, or imposed, monitoring or reporting obligations to any other Person outside the ordinary course of business of or material restrictions on Cyclone or any Seller;Cyclone Subsidiary or (B) with respect to which material conditions precedent to the settlement have not been satisfied; and (x) all joint venture(A) any loan Contracts, partnership notes, letters of credit and other evidences of Indebtedness in excess of $20,000,000, (B) any mortgages, pledges and other evidences of liens securing such obligations or similar Contracts; any material real or other property and (xiC) all powers any guarantees supporting such obligations and financing Contracts including change of attorney with respect control provisions, other than (X) Contracts solely among Cyclone and any wholly owned Cyclone Subsidiary, and (Y) any Contracts relating to Indebtedness explicitly included in the consolidated financial statements in the Cyclone SIX Documents and which are publicly available prior to the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or associationdate hereof in unredacted form. (b) Each Cyclone has provided to Hurricane prior to the date of this Agreement a true and complete copy of each written Cyclone Material Contract is valid and binding as in effect on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles the date of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respectsthis Agreement. No Seller or, to Sellers’ Knowledge, Neither Cyclone nor any other party thereto Cyclone Subsidiary is in breach of or default under the terms of any Cyclone Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Cyclone Material Adverse Effect. To the knowledge of Cyclone, as of the date hereof, no other party to any material respectsCyclone Material Contract is in, or has provided is alleged to be in, breach of or received any notice default under the terms 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 Cyclone Material Contract where such breach or default would reasonably be expected to have, individually or in any material respect or result in the aggregate, a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunderCyclone Material Adverse Effect. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b)would not reasonably be expected to have, individually or in the aggregate, a Cyclone Material Adverse Effect, each Cyclone Material Contract is a “Post-Signing Contract” valid and collectivelybinding obligation of Cyclone or the Cyclone Subsidiary which is party thereto and, to the “Post-Signing Contracts”)knowledge of Cyclone, complete and correct copies of each Material Contract (including all modificationsother party thereto, amendments and supplements thereto is in full force and waivers thereunder) have been made available effect, subject to Buyerthe Enforceability Exceptions.

Material Contracts. (a) Excluding any Schedule 4.17(a) lists each Contract that is an Excluded Asset material to Verano (such Contracts, together with all Contracts concerning the occupancy, management, or Excluded Liabilityoperation of any Verano Real Property and all Verano Benefit Plans of Verano or any Verano Subsidiary, Schedule 4.06(a) lists each of being the “Verano Material Contracts”), including the following Contracts with respect to which Verano or any Seller or the Purchased Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”):Verano Subsidiary: (i) all Contracts of Verano or any Verano Subsidiary involving aggregate consideration in excess of $150,000 300,000 and which, in each case, cannot be cancelled by Verano or such Verano Subsidiary without penalty or without more than ninety (90) 30 days’ notice; (ii) all Contracts that relate to provide for the sale indemnification by Verano or any Verano Subsidiary of any Person or the assumption of any Tax, environmental, or other liability of any Person, in each case outside the Transferred Assets for consideration in excess ordinary course of $150,000, other than customer Contracts incurred in the Ordinary Course of Businessbusiness; (iii) (A) any material licenses or other rights granted all Contracts relating to any Person with respect to Transferred Technology, and (B) all material Verano Intellectual Property Licenses, (other than (i) “shrink-wrap, click-wrap and off-the-shelf Software licenses, ” and other generally-available end-user licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreementpermissions); (iv) all Contracts that provide for exclusive rights for the benefit relating to Indebtedness in excess of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole$300,000; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of Verano or any Seller Verano Subsidiary or any of their officers, managers or directors to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets during any period of time; (vi) any Contract that grants any “most-favored nation” or securities other preferential pricing in relation to any services, products or territory or that requires Verano or any Verano Subsidiary to purchase a minimum quantity of goods or services or contains a right of first refusal option or similar right; (vii) any Contract whereby Verano or any Verano Subsidiary grants exclusivity (limited or otherwise) to another Person, including with respect to products, markets, territories, or otherwise materially restricts Sellers’ ability customers; (viii) any Contract with an operating partner or concerning a partnership or joint venture, or any other Contract that involves a sharing of revenues, profits, losses, costs, Taxes or liabilities by or of Verano or any Verano Subsidiary with any other Person; (ix) all employment-related Contracts, all consulting agreements and all Contracts for the payment of commissions or bonuses to solicit or hire any Person or solicit business from any Person, and in each Contract that could require the disposition case involving aggregate compensation or other payments in excess of any material assets or line of business of any Seller$300,000; (x) all joint ventureany consignment, partnership distributor, dealer, manufacturer’s representative, and sales agency Contracts, in each case involving aggregate compensation or similar Contractsother payments in excess of $300,000; (xi) all powers any written or unwritten communications or projections made with dispensaries or other potential customers for future supply of attorney with respect to the Business cannabis and related products, in each case which contemplates aggregate revenues or any Transferred Assetexpenditures in excess of $300,000; (xii) all Contracts between any Contract whereby Verano provides or among a Seller on the one hand and any Affiliate receives management, consulting or similar administrative services that involves aggregate compensation or other payments in excess of a Seller on the other hand$300,000; and (xiii) all collective bargaining agreements any settlement agreement or Contracts with other similar agreement in respect of any labor organization, union past or associationpresent proceeding during the Compliance Period involving payments in excess of $300,000. (b) Each Verano Material Contract is valid and binding on Sellers Verano or a Verano Subsidiary, as applicable, in accordance with its terms, terms and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respectseffect. No Seller orNeither Verano nor such Verano Subsidiary, as applicable, nor, to Sellers’ Verano’s Knowledge, any other party thereto is in breach of or default under any Material Contract (or is alleged to be in any material respectsbreach of or default under), or has provided or received any notice of any intention to terminate, any Verano Material Contract. No event or circumstance has occurred thatduring the Compliance Period or, to Verano’s Knowledge, is threatened, which, after the giving of notice, with notice or lapse of time time, or bothotherwise, would constitute an event of any such breach or default by Verano or any Verano Subsidiary or any other party under any such Verano Material Contract in any material respect 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 thereunderContract. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete Complete and correct copies of each Verano Material Contract (including all modifications, amendments amendments, and supplements thereto and waivers thereunder) have been made available to Buyerthe Companies.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset Section 3.17 of the Dish Disclosure Letter lists all Contracts (other than purchase orders or Excluded Liability, Schedule 4.06(ainvoices) lists each of the following Contracts types to which Dish or any Seller or the Purchased Dish Subsidiary is a party or by which it Dish or any Dish Subsidiary or any of their respective properties or assets is bound to perform in connection with full or in part after the Business date hereof or otherwise containing continuing material obligations (including, without limitation, indemnity obligations) of Dish or any Dish Subsidiary (other than (i) the Transferred Assets Contracts filed as exhibits or incorporated by reference in the Dish SEC Documents and (collectivelyii) employment-related or labor agreements, intellectual property licenses or Dish Leases, which are provided for in Section 3.12(a), Section 3.13(a), Section 3.14 and Section 3.18(c) of the “Material Contracts”Dish Disclosure Letter): (i) all Contracts involving aggregate consideration any agreement that is a “material contract” (as such term is defined in excess Item 601(b)(10) of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ noticeRegulation S-K promulgated by the SEC); (ii) all Contracts that relate any agreement relating to the sale of any of the Transferred Assets for consideration Indebtedness in excess of $150,0005,000,000, other than customer Contracts incurred in the Ordinary Course agreements between or among direct and indirect wholly-owned Subsidiaries of BusinessDish; (iii) (A) any material licenses joint venture, partnership, limited liability company or other rights granted to similar agreement or arrangement (including any Person with respect to Transferred Technologyagreement providing for joint research, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 development or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreementmarketing); (iv) all Contracts that provide for exclusive rights for the benefit any agreement or series of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate related agreements relating to the acquisition or disposition of any business, a material amount of stock or assets business of any other Person or any material real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years under which Dish or that have any surviving obligationsDish Subsidiary has any material ongoing obligations or is subject to any material restrictions; (viiv) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; any agreement that contains (viiiA) all Contracts with any Governmental Authority; (ix) all Contracts that limit covenants restricting or purport to limit limiting the ability of Dish or any Seller Dish Subsidiary to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire that would so limit the assets freedom of Dish, any Dish Subsidiary, Soap or securities of another Personany Soap Subsidiary after the Closing or (B) exclusivity obligations or restrictions binding on Dish, any Dish Subsidiary, Soap or otherwise materially restricts Sellers’ ability any Soap Subsidiary after the Closing, in either case, that are material to solicit or hire any Person or solicit business from any PersonDish and the Dish Subsidiaries, and each Contract that could require the disposition of any material assets or line of business of any Sellertaken as a whole; (xvi) all joint ventureany agreement or series of related agreements for the purchase of materials, partnership supplies, goods, services, equipment or similar Contractsother assets that (A) contains a minimum purchase requirement over the remaining term of such agreement or related agreements of $5,000,000 or more, or (B) under which Dish and the Dish Subsidiaries made payments of $5,000,000 or more during the twelve-month period ending on the Balance Sheet Date, in the case of each of clause (A) and (B), other than agreements subject to termination without penalty on not more than 60 days’ notice; (xivii) all powers any sales, distribution, agency or other similar agreement, or series of attorney with respect to related agreements for the Business sale by Dish or any Transferred Asset;Dish Subsidiary of materials, supplies, goods, services, equipment or other assets that (A) contains a minimum supply commitment of Dish or the Dish Subsidiaries over the remaining term of the agreement or series of related agreements of $5,000,000 or more, or (B) under which payments of $5,000,000 or more were made to Dish or the Dish Subsidiaries during the twelve-month period ending on the Balance Sheet Date; or (xiiviii) all Contracts between any agreement relating to any derivatives or among a Seller on the one hand and hedging transaction (including any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements interest rate or Contracts with any labor organization, union or associationcurrency hedge). (b) Each Except as has not had and would not, individually or in the aggregate, have a Dish Material Contract Adverse Effect, each agreement, commitment, arrangement or plan disclosed in the Dish Disclosure Letter or required to be disclosed therein pursuant to this Section 3.17 or Section 3.12(a), Section 3.13(a), Section 3.14 and Section 3.18(c) and each contract filed as an exhibit or incorporated by reference in the Dish SEC Documents (each, a “Dish Material Contract”) is a valid and binding on Sellers in accordance with its termsagreement of Dish or a Dish Subsidiary, as the case may be, and is in full force and effect (except as such enforceability to the extent that the enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, reorganizationfraudulent conveyance, moratorium moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding considered at Law law or in equity)). None of Dish, is in full force and effect in all material respects. No Seller any Dish Subsidiary or, to Sellers’ Knowledgethe Knowledge of Dish, any other party thereto is in default or breach of under (or is alleged to be in default under any Material Contract in any material respectsor breach under) the terms of, or has provided or received any written notice of any intention to terminate, any such Dish Material Contract, except as would not, individually or in the aggregate, have a Dish Material Adverse Effect. No To the Knowledge of Dish, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any such Dish Material Contract in any material respect or result in a termination thereof or would cause or permit the acceleration of or other changes of or to any right or obligation or the loss of any benefit thereunder, except, in each case, as would not, individually or in the aggregate, have a Dish Material Adverse Effect. Except as set forth on Schedule 4.06(bin the case of a Dish Material Contract (x) which contains only Intellectual Property Licenses restricts disclosure of its terms or (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, y) filed as an exhibit to or incorporated by reference in the “Post-Signing Contracts”)Dish SEC Documents, complete and correct copies of each such Dish Material Contract (including all modifications, modifications and amendments and supplements thereto and waivers thereunder) have been made available to BuyerSoap.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(aSection 5.11(a) lists each of the following Contracts CGI Disclosure Schedule sets forth a complete list of each currently effective Contract to the extent relating to the Purchased Assets or the BioPharma Business and to which any Seller or the Purchased Subsidiary CGI is a party or by which it is or its assets are bound in connection with the Business or the Transferred Assets (collectivelyeach, the a “BP Material ContractsContract”): (i) all the top ten (10) Contracts involving as measured in terms of aggregate consideration annual obligations of CGI in excess the last year, for the purchase of $150,000 and whichmaterials, in each casesupplies, cannot be cancelled without penalty goods, services, equipment or without more than ninety other assets (90) days’ noticecollectively, the “Top Suppliers”); (ii) all the top ten (10) Contracts that relate to as measured in terms of aggregate annual revenue earned by CGI in the last year for the sale of any of materials, supplies, goods, services, equipment or other assets (collectively, the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business“Top Customers”); (iii) (Ai) any material licenses pledge, security agreement, deed of trust or other rights granted Contracts that impose an Encumbrance on any of the Purchased Assets, (ii) loan or credit agreement, indenture, debenture, note or other Contracts that create, incur or guarantee any Indebtedness secured by the Purchased Assets, except for those relating to less than $100,000, or (iii) Contracts under which CGI assumes, or otherwise becomes liable for, the obligations of any other Person; (iv) that relates to any Person partnership, joint venture, strategic alliance or other similar Contract affecting the BioPharma Business; (v) which by its terms limits in any material respect (i) the localities, market or business in which all or any significant portion of the BioPharma Business, following the consummation of the transactions contemplated hereby is or would be conducted, (ii) the Persons CGI, may hire (other than Contracts with respect contract research organizations or other contractors or vendors that provide services to Transferred TechnologyCGI in the ordinary course of CGI’s business and that contain provisions that prevent CGI from soliciting or hiring any personnel of such contract research organizations or such other contractors or vendors), and (Biii) all material the Persons to whom CGI may sell products or deliver services, or (iv) the scope of the BioPharma Business; (vi) providing for the grant by or to CGI of any license to or under any Intellectual Property Licensesused in the BioPharma Business, other than (i) shrink-wrapContracts where the grant by or to CGI of any such license pursuant to such Contract is not material to CGI or the BioPharma Business, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) Contracts where the Intellectual Property licensed thereunder are licensed on a non-exclusive license agreements entered into basis by or to a contractor, service provider or collaborator of CGI in the Ordinary Course context of Businesssuch contractor, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights service provider or collaborator rendering research and development services to CGI or for the benefit of any Third PartyCGI, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are and (iii) Contracts where the Intellectual Property material to the Business, taken as BioPharma Business licensed thereunder are licensed on a whole; (v) other than indemnification of directors, officers or employees non-exclusive basis for research and the scope of the Business under license to such Intellectual Property does not include the applicable Law right to practice or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of use such Intellectual Property to sell or commercialize any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligationsproduct; (vii) all containing any grant by CGI to any Person of any express license to market or commercialize any product material distributorto the BioPharma Business, agency, sales promotion, market research, marketing consulting and advertising Contractsincluding under any Patents (including any covenants not to s▇▇); (viii) all Contracts containing any royalty, dividend or similar arrangement with any Governmental Authorityrespect to a product material to the BioPharma Business based on the revenues or profits of CGI; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person Governmental Authority or engage a subcontractor to any Governmental Authority in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Sellerconnection with such BP Material Contract; (x) all joint venture, partnership any agreement that gives rise to any material payment or similar Contractsbenefit as a result of the performance of this Agreement or any of the other transaction contemplated hereby; (xi) all powers of attorney with respect relating to the Business acquisition or disposition of any material interest in, or any Transferred Assetmaterial amount of, property or assets of CGI or any other Person, or for the grant to any Person of any preferential rights to purchase any such property or assets; (xii) any other agreement (or group of related agreements) the performance of which requires aggregate payments to or from CGI in excess of $100,000; (xiii) establishing powers of attorney or agency agreements; (xiv) all Contracts between or among a Seller on real property Leases used by the one hand and BioPharma Business; (xv) any Affiliate agreement for the leasing of a Seller on equipment used in the other handBioPharma Business; and (xiiixvi) other than as set forth elsewhere in Section 5.11(a) of the CGI Disclosure Schedule, and excluding confidentiality and non-disclosure agreements entered into in connection with a sale process, all collective bargaining other Contracts that are material to the BioPharma Business of CGI and commitments or agreements or Contracts with to enter into any labor organization, union or associationof the foregoing. (b) Each CGI has delivered or made available accurate and complete copies of all BP Material Contracts, including all amendments thereto. There are no BP Material Contracts that are not in written form. Other than payment defaults with respect to the Old Accounts Payable, CGI has not, nor to CGI’s Knowledge, has any other party to a BP Material Contract materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any BP Material Contract. As to CGI, each BP Material Contract is valid valid, binding, enforceable and binding on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respectseffect, subject to Bankruptcy Exceptions. No Seller or, to Sellers’ Knowledge, any other party thereto is in breach The consummation of the transactions contemplated hereby will not (either alone or default under any Material Contract upon the occurrence of additional acts or events) result in any material respects, payment or has provided payments becoming due from CGI or received the Seller to any notice Person under any BP Material Contract or give any Person the right to terminate or alter the provisions of any intention to terminate, any BP Material Contract. No event Person is renegotiating any material amount paid or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default payable to CGI under any BP Material Contract in or any other material term or provision of any BP Material Contract. No Person is renegotiating any material respect amount paid or result in a termination thereof payable to CGI under any BP Material Contract or would cause any other material term or permit the acceleration or other changes provision of any right or obligation or BP Material Contract. For purposes of this Section 5.11(b) (other than the loss of any benefit thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(bfirst sentence), each a “Post-Signing BP Material Contract” and collectivelyshall be deemed to include the Assumed BP Material Contracts, the “PostEquipment Leases and the Undisclosed BP Material Contracts. (c) The Top Customers collectively represent approximately fifty percent (50%) of the revenues the BioPharma Business received in the twelve (12) months ending December 31, 2018. (d) The Top Suppliers collectively represent approximately sixty-Signing Contracts”)nine percent (69%) of the spend the BioPharma Business incurred in the twelve (12) months ending December 31, complete 2018. (e) Other than the Equipment Leases, there are no Contracts or equipment which are used, or held for use, by or service both the BioPharma Business and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyerone or more Other Business Unit.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(aSection 4.10(a) lists of the Disclosure Schedules sets forth each of the following Contracts (x) by which any of the Purchased Assets are bound or affected or (y) to which any Seller or the Purchased Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Purchased Assets (collectivelysuch Contracts, together with all Contracts concerning the occupancy, management or operation of any Leased Real Property (including, brokerage contracts) listed or otherwise disclosed in Section 4.13(a) of the Disclosure Schedules and all Intellectual Property Agreements listed in Section 2.01(d) of the Disclosure Schedules, being “Material Contracts”): (i) all Contracts involving aggregate consideration in excess of $150,000 10,000 and which, in each case, cannot be cancelled without penalty or without more than ninety ten (9010) days’ notice; (ii) all Contracts that relate require Seller to the sale of any purchase or sell a stated portion of the Transferred Assets for consideration in excess requirements or outputs of $150,000, other than customer Contracts incurred in the Ordinary Course of BusinessBusiness or that contain “take or pay” provisions; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Tax, environmental or other Liability of any Person; (viiv) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations); (viiv) all material broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts; (vi) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) which are not cancellable without material penalty or without more than ten (10) days’ notice and all non-competition, non-solicitation and confidentiality agreements from current and former independent contractors, consultants and employees of Seller that are currently in effect; (vii) except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including guarantees); (viii) all Contracts with any Governmental AuthorityAuthority (“Government Contracts”); (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities during any period of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Sellertime; (x) all joint venture, partnership or similar Contracts; (xi) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (xii) all powers of attorney with respect to the Business or any Transferred Purchased Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union Union; and (xiv) all other Contracts that are material to the Purchased Assets or associationthe operation of the Business and not previously disclosed pursuant to this Section 4.10. (b) Each Material Contract is valid and binding on Sellers Seller in accordance with its terms, terms and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respectseffect. No None of Seller or, to Sellers’ Knowledge, or any other party thereto is in breach of or default under any Material Contract (or is alleged to be in breach of or default under) in any material respectsrespect, 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 in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or threatened under any Contract included in the Purchased Assets.

Material Contracts. (a) Excluding any Contract that Set forth on Schedule 3.10, which incorporates by reference EXHIBITS B-1, ▇-▇, ▇-▇ ▇▇▇ B-4 and EXHI▇▇▇▇ ▇-▇, ▇-▇, ▇-▇ ▇▇▇ D-4 (to the extent Contracts are specifically listed therein), is an Excluded Asset or Excluded Liability, Schedule 4.06(a) lists each a complete list of all of the following Contracts to which any Seller the Company, the Subsidiary or the Purchased Subsidiary Practice is a party or by which it any of them is bound in connection bound, used in, related to or necessary for the operation of the Acquired Businesses or the Practice, provided, however, with respect to the Practice except as set forth herein, only those Contracts relating to the operations of the Practice managed by the Company pursuant to and including the Business or the Transferred Assets (collectively, the “Material Contracts”):Management Agreement are required to be set forth on Schedule 3.10: (i) all Contracts involving aggregate consideration in excess relating to the employment of $150,000 any person, and whichall bonus, in each casedeferred compensation, cannot be cancelled without penalty or without more than ninety (90) days’ noticepension, profit sharing, stock option, employee stock purchase, phantom stock, retirement and other employee benefit plans; (ii) all Contracts that relate which contain restrictions with respect to the sale payment of dividends or any other distribution in respect of the Transferred Assets for consideration its capital stock; (iii) all Contracts relating to capital expenditures in excess of $150,00015,000; (iv) all loans, advances to, and investments in, any other Person, and all Contracts relating to the making of any such loan, advance or investment; (v) all guarantees and other contingent liabilities with respect to any indebtedness or obligation of any other Person (other than customer the endorsement of negotiable instruments for collection in the Ordinary Course of Business); (vi) all management services, consulting and any other similar type contracts; (vii) all leases of personal property providing for lease payments in excess of $5,000 per annum and a term of more than two years; (viii) all Contracts incurred materially limiting the freedom of the Company to engage in any line of business or to compete with any other Person; (ix) all Contracts not entered into in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (ivx) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of contracts relating to capital expenditures) which involve the Business under expenditure by the applicable Law Company or the governing documents Subsidiary, as the case may be, of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or similar Contractsmore than $10,000; (xi) all powers any Contract with any director, officer or employee of attorney either of the Sellers or Contract with respect to any Related Person of either of the Business or any Transferred AssetSellers; (xii) all Contracts between or among which might reasonably be expected to have a Seller potential Material Adverse Effect on the one hand and any Affiliate business or operations of a Seller on either of the other hand; andSellers; (xiii) all collective bargaining agreements or Contracts with any labor organizationPayors or contracts to provide optometric services or health care services; (xiv) all Contracts engaging a person to perform services as an independent contractor and/or consultant; and (xv) all other Contracts material to the business, union operations and assets of the Sellers or associationthe Practice. (b) Each Material Contract is valid and binding on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledge, any other party thereto is in breach of or default under any Material Contract in any material respects, 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 in any material respect 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. Except as set forth on Schedule 4.06(b3.10, each Contract set forth on Schedule 3.10 is a valid and binding agreement of the Company, the Subsidiary or the Practice, as the case may be, and in full force and effect and enforceable in accordance with its terms. Subject to obtaining the requisite consents set forth on Schedule 3.11(a), 3.11(b) which contains only Intellectual Property Licenses (or 3.23(b) hereto, the enforceability of such Contracts will not be affected in any manner by the execution and delivery of this Agreement and the consummation of the Subject Transactions. None of the Company, the Subsidiary or the Practice has violated any of the material terms or conditions of any of the Contracts set forth on Schedule 4.06(b3.10 to which it is a party and none of the Company, the Subsidiary or the Practice is otherwise in material default thereof, and, to the Knowledge of the Sellers, except as set forth on Schedule 3.10, all of the material terms and conditions to be performed by any party thereto other than the Company, the Subsidiary and the Practice have been fully performed and each such Contract is free from any right of termination on the part of any party thereto. There exists no default or event of default under any of the Contracts set forth on Schedule 3.10 or event, occurrence, condition or act (including the purchase of the Assets hereunder, subject to obtaining the requisite consents set forth on Schedule 3.11(a), each a “Post-Signing Contract” and collectively3.11(b) or 3.23(b) hereto) which, with the giving of notice, the “Post-Signing Contracts”)lapse of time or the happening of any other event or condition, complete would become a default or event of default thereunder. None of the parties to any of the Contracts has given notice (written or oral) of its intent to terminate such Contract and correct copies neither the Company nor the Subsidiary has Knowledge that any party thereto intends to terminate any Contract prior to or following the consummation of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) the Subject Transactions. There have been made available no amendments or modifications to Buyerany of the Contracts except as set forth on Schedule 3.10.

Material Contracts. (a) Excluding Except as set forth in Section 3.12 of the Disclosure Letter, neither the Company nor any Contract that of its Subsidiaries is an Excluded Asset a party to or Excluded Liability, Schedule 4.06(a) lists each bound by any of the following types of Contracts to under which the Company or any Seller of its Subsidiaries has, as of the date hereof, ongoing obligations or the Purchased Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”):ability to enforce rights thereunder: (i) all Contracts involving aggregate consideration any “material contract” (as such term is defined in excess Item 601(b)(10) of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ noticeRegulation S-K under the Securities Act); (ii) all Contracts that relate to any material Contract with (A) any directors or officers of the sale of Company or any of its Subsidiaries, or (B) any Person that, by itself or together with its Affiliates or those acting in concert with it, beneficially owns, or has the Transferred Assets for consideration in excess right to acquire beneficial ownership of, at least five percent (5%) of $150,000, other than customer Contracts incurred in the Ordinary Course outstanding shares of BusinessCompany Common Stock; (iii) any Contract which, upon the execution or delivery of this Agreement or the consummation of the transactions contemplated by this Agreement may, either alone or in combination with any other event, result in any payment (whether of severance pay or otherwise) becoming due from the Company, Parent or any of their respective Subsidiaries to any officer or employee of the Company or any of its Subsidiaries; (iv) any Contract pursuant to which the Company or any of its Subsidiaries grants or receives a license or other right to (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than of a third party that is material to the operation of its business (i) excluding non-exclusive licenses for shrink-wrap, click-wrap and offor other non-the-shelf Software licenses, and other licenses of Software that is custom commercially available to the public generallySoftware or software-as-a-service), with licenses, maintenance, support and or (B) material Owned Intellectual Property (other fees of $100,000 or less, and (ii) than non-exclusive license agreements entered into licenses granted in the Ordinary Course ordinary course of Business, including Existing Contracts (as defined in the Buyer Software License Agreementbusiness); (ivv) all Contracts any Contract that provide for exclusive rights for imposes any material restriction on the benefit right or ability of the Company or any of its Subsidiaries to compete with any other Person, solicit any client or customer, acquire or dispose of the securities of another Person, or any other provision that materially restricts the conduct of any Third Partyline of business or material activities in connection with any product line by the Company or any of its Affiliates (or that following the Closing will materially restrict the ability of Parent or any of its Affiliates to engage in any line of business or activities in connection with any product line or any geography); (vi) any Contract that (A) resulted in the payment or receipt of more than $3,000,000 by the Company and its Subsidiaries in the fiscal year ended December 31, grants 2016, and (B) (1) obligates the Company or any of its Subsidiaries (or following the Closing, Parent or any of its Subsidiaries) to conduct business with any third party on an exclusive basis or (2) contains “most favored nation” status, contains minimum volume covenants; (vii) any Contract requiring or purchase commitmentsotherwise relating to any future capital expenditures by the Company or any of its Subsidiaries in excess of $3,000,000; (viii) any Contract with a labor union or works council; (ix) any Contract relating to Indebtedness of the Company or any of its Subsidiaries having an outstanding principal amount in excess of $1,000,000; (x) any settlement agreement (including co-existence agreements), or requires a Seller to provide any minimum level of serviceContract that waives any rights or grants any release, in each case which where such settlement, waiver of rights or grant of release is material to the Company or any of its Subsidiaries; (xi) any Contract that grants any option, right of first refusal, right of first offer or similar right or any other Lien with respect to any material assets, rights or properties of the Company or its Subsidiaries; (xii) any Contract that provides for the acquisition or disposition of any material business or material assets (whether by merger, purchase or sale of stock, purchase or sale of assets or otherwise) and with any outstanding obligations that are material to the BusinessCompany and its Subsidiaries, taken as a whole; (vxiii) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or limited liability company agreement or other similar ContractsContract; (xixiv) all powers any Contract expressly limiting or restricting the ability of attorney with the Company or any of its Subsidiaries (A) to make distributions or declare or pay dividends in respect of their capital stock or other equity interests, (B) to make loans to the Business Company or any Transferred Assetof its Affiliates, or (C) to grant Liens on any property of the Company or any of its Affiliates; (xiixv) all Contracts 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 the Company or any of its wholly owned Subsidiaries); (xvi) any Contract with, or providing for the services of, any distributor or direct reseller and involving aggregate revenues of the Company and its Subsidiaries for products and services of the Company or its Subsidiaries in excess of $1,550,000 between January 1, 2015 and November 20, 2016; (xvii) any Contract granting special rights to specific shareholders, including registration rights, investor rights, board nomination rights, and voting rights; (xviii) any Contract that obligates the Company to sell products with annual consideration of greater than $1,000,000 other than on a purchase order basis or among a Seller on entered into in the one hand and any Affiliate ordinary course of a Seller on the other handbusiness consistent with past practice; and (xiiixix) any material Contract to which (A) a Governmental Authority, (B) a Material Customer or (C) a Material Supplier is a party, excluding any purchase orders pursuant to which the Company sells or licenses, or purchases, goods or services. All Contracts of the types referred to in clauses (i) through (xix) above (whether or not set forth on Section 3.12 of the Disclosure Letter) are referred to herein as a “Material Contract”. The Company has made available to Parent or its Representatives a true and complete copy of each Material Contract (including all collective bargaining agreements or Contracts with any labor organizationmodifications, union or associationamendments, supplements, annexes and schedules thereto and written waivers thereunder). (b) Each Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) each Material Contract is valid and binding on Sellers the Company or one of its Subsidiaries, as applicable, and to the Knowledge of the Company, each other party thereto and is in full force and effect and enforceable in accordance with its terms, subject to the Bankruptcy and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles Equity Exception; (ii) neither the Company nor any Subsidiary of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledge, any other party thereto the Company is in breach of or default under the terms of any Material Contract and, to the Knowledge of the Company, no other party to any Material Contract is in any material respects, breach of or has provided or received any notice default under the terms of any intention to terminate, any Material Contract. No ; (iii) no event or circumstance has occurred thator not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the Knowledge of the Company, through the action or inaction of any third party, that with or without notice or the lapse of time or bothboth would (A) constitute a breach of or default by, would constitute an event of default under any Material Contract in any material respect or (B) result in a right of termination thereof for or would automatic termination of, or (C) cause or permit the acceleration of or other changes of to any right or obligation or the loss of any benefit thereunder. Except as set forth on Schedule 4.06(bfor, in each case, any party under any Material Contract; (iv) which contains only Intellectual Property Licenses there are no disputes pending or, to the Knowledge of the Company, threatened with respect to any Material Contract; and (v) during the twelve (12) month period prior to the date hereof, neither the Company nor any of its Subsidiaries has received any written notice of termination in respect of any Material Contract, nor to the Knowledge of the Company, is any such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available party threatening in writing to Buyerdo so.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a) lists each 5.12 sets forth a correct and complete list of the following Contracts to which any Seller of the Sellers, RWD Canada or the Purchased Subsidiary RWD Colombia is a party or by which it any of them is bound bound, in connection with each case, relating to the Business or by which any of the Transferred Acquired Assets are bound or subject (collectively, the “Material Contracts”): (i) all each Contract pursuant to which Sellers or any Subsidiary currently leases or subleases real property to or from any Person; (ii) each Contract (or group of related Contracts involving aggregate consideration with respect to a single transaction or series of related transactions) pursuant to which the Sellers or any Subsidiary currently leases personal property to or from any Person providing for lease payments in excess of Twenty-Five Thousand Dollars ($150,000 and which, in 25,000) per annum; (iii) each case, Contract (or group of related Contracts with respect to a single transaction or series of related transactions) that cannot be cancelled without penalty or without more terminated on less than ninety (90) days’ noticenotice (and, in the aggregate with all such other Contracts, without a material monetary penalty) and involves future payments, performance or services or delivery of goods or materials to or by the Sellers or any Subsidiary of any amount or value reasonably expected to exceed One Hundred Thousand Dollars ($100,000) in any future twelve (12)-month period; (iiiv) all Contracts that relate to the sale of any each Contract of the Transferred Assets for consideration Sellers or any Subsidiary relating to Intellectual Property under which the Company is a licensee or otherwise is authorized to use any Intellectual Property that is used in excess the business of $150,000, the Company as now conducted (other than customer Contracts incurred in the Ordinary Course of Business; (iii) (A) any material shrink wrap licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and similar licenses for commercial off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, software with licenses, maintenance, support and other fees a license fee of $100,000 25,000 or less, ) and (ii) non-exclusive license agreements entered into in each Contract or form of Contract of the Ordinary Course of Business, including Existing Contracts (as defined in Sellers or any Subsidiary by which Company licenses to another Person the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for right to use any Intellectual Property owned by the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a wholeCompany; (v) other than indemnification each Contract involving a joint venture, partnership or limited liability company involving the sharing of directors, officers or employees profits of the Business under the applicable Law Sellers, any Subsidiary or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of RWD Canada with any Person; (vi) all Contracts each Contract that relate to contains a provision that limits the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability freedom of any Seller or any Subsidiary to compete in any line of business business, to compete within any geographic area or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ the ability of any Seller or any Subsidiary to solicit or hire any Person or solicit business from any Person, and ; (vii) each Contract granting any exclusive rights to any Person (including any right of first refusal or right of first negotiation); (viii) each Contract that could require contains exclusivity or “most favored nation” provisions; (ix) each Contract providing for discounted pricing or the disposition provision of free products to any material assets or line of business of any SellerPerson; (x) all joint ventureeach Contract (i) that is a collective bargaining Contract or (ii) providing for any employment, partnership consulting, termination or similar Contractsseverance arrangement with respect to the Business of any current employee, former employee in connection with such former employee’s prior employment with a Seller or RWD Colombia to the extent there remains any Liability under such Contract, or other service provider of any Seller or any Subsidiary (including routine employment offer letters with respect to Potential Transferred Employees); it being understood that Contracts falling within this Section 5.12(x) shall not be treated as falling within any other subsection in this Section 5.12; (xi) all powers of attorney with respect to each Contract requiring the Business Sellers, RWD Canada or any Transferred AssetSubsidiary to indemnify any Person; (xii) all Contracts between each Contract relating to any Indebtedness or among a Seller on the one hand and any Affiliate of a Seller on the other handguarantees thereof; (xiii) each marketing, advertising, promotion or similar Contract; (xiv) each settlement, conciliation or similar Contract; and (xiiixv) all collective bargaining agreements each and every other Contract which is otherwise material to the Business, condition (financial or Contracts with other), properties or results of operations of the Sellers, RWD Canada or any labor organization, union or associationSubsidiary. (b) Each True and complete copies of each written Material Contract have been made available to the Buyers. None of the Sellers, RWD Canada and RWD Colombia is valid a party to any oral Contract. (c) The Sellers, RWD Canada and binding on Sellers in accordance with its terms, RWD Colombia have each performed all of their obligations required to be performed by them to date and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledge, any other party thereto is are not in breach of or default under any Material Contract in any material respects, (or has provided or received any notice of any intention to terminate, any Material Contract. No an event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default become a default) under any Material Contract. To the Sellers’ Knowledge, no party with whom the Sellers, RWD Canada or RWD Colombia has such a Material Contract is in breach or default (or an event that, with notice or lapse of time or both, would become a default) thereunder. All of the Material Contracts are in full force and effect and enforceable against the Sellers, RWD Canada or RWD Colombia, as applicable, and, to the Sellers’ Knowledge, the other parties thereto in accordance with their terms, subject to the Enforceability Exceptions. None of the Sellers, RWD Canada and RWD Colombia has been the subject of any warranty claim, indemnification claim or any other claim whatsoever arising out of or relating to any Material Contract, and no such claims have been or, to the Sellers’ Knowledge, are threatened. None of the Material Contracts requires or provides for the payment of any rebate, allowance or other similar payment to any such party. Each of the Sellers and each of RWD Canada and RWD Colombia has paid in full all amounts due under the Material Contracts which are due and payable or accrued in accordance with GAAP, all amounts due to others under the Material Contracts (and has recognized revenues due from others thereunder in accordance with GAAP), and has satisfied in full or provided for all of its Liabilities under the Material Contracts which are due and payable, except amounts or liabilities disputed in good faith by the Company for which adequate reserves have been set aside. For purposes of this Section 5.12(c) only, “Material Contracts” shall mean all Material Contracts, as defined in Section 5.12(a) but replacing the reference to “One Hundred Thousand Dollars ($100,000)” with “Fifty Thousand Dollars ($50,000).” (d) The cost of completing performance of any customer Contract relating to the Business, including allocable overhead and general and administrative expenses that any Seller, RWD Canada or RWD Colombia would have expected to incur had the Acquired Assets not been conveyed to the Buyers or the equity interests (cuotas sociales) in RWD Colombia not been sold to GP US, does not exceed in any material respect the remaining Backlog with respect to such Contract. (e) Except as disclosed on Schedule 5.12(e), no outstanding Bid or result in proposal to a termination thereof or would cause or permit the acceleration or other changes customer of any right Seller, RWD Canada or obligation RWD Colombia exists. No such outstanding Bid or proposal relating to the Business exists in connection with which (i) a Seller, RWD Canada or RWD Colombia has commenced performance or made a commitment to commence performance prior to the award of a Contract in connection with such Bid or proposal or (ii) the revenues to be earned under the terms of such Bid or proposal are less than the cost to perform, including overhead and general and administrative costs that any Seller, RWD Canada or RWD Colombia would have expected to incur had the Acquired Assets not been conveyed to the Buyers or the loss of any benefit thereunder. Except as set forth on Schedule 4.06(bequity interests (cuotas sociales) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have in RWD Colombia not been made available sold to BuyerGP US.

Material Contracts. (a) Excluding All Contracts, including amendments thereto, required to be filed as an exhibit to any report of the Company filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K under the Exchange Act have been so filed as of the date hereof, and no such Contract that is has been amended or modified (or further amended or modified, as applicable) since the date such Contract or amendment was filed. (b) Other than the Contracts set forth in Section 2.10(a) above which were filed in an Excluded Asset unredacted form, Section 2.10(b) of the Company Disclosure Letter sets forth a correct and complete list, and the Company has made available to Parent correct and complete copies (including all material amendments, modifications, extensions or Excluded Liabilityrenewals with respect thereto), Schedule 4.06(a) lists of each of the following Contracts to which the Company or any Seller or of the Purchased Subsidiary Company Subsidiaries is a party or by which it is bound in connection with as of the Business or the Transferred Assets (collectively, the “Material Contracts”):date hereof: (i) all Contracts involving aggregate consideration in excess each Contract containing any area of $150,000 and whichmutual interest, in each casejoint bidding area, cannot be cancelled without penalty joint acquisition area, or without more than ninety (90) days’ notice; (ii) all Contracts non-compete or similar type of provision that relate to materially restricts the sale ability of the Company or any of its Affiliates (including Parent and the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in Parent Subsidiaries following the Ordinary Course of Business; (iiiClosing) to (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or geographic area or with any Person during any period of time after the Effective Time or engage in (B) make, sell or distribute any line products or services, or use, transfer or distribute, or enforce any of business within their rights with respect to, any geographic area or acquire the of their material assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and properties; (ii) each Contract that could require creates, evidences, provides commitments in respect of, secures or guarantees (A) Indebtedness for borrowed money in any amount in excess of $10,000,000 or (B) other Indebtedness of the Company or any of the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $10,000,000, other than agreements solely between or among the Company and the wholly owned Company Subsidiaries; (iii) each Contract for lease of personal property or real property (excluding Oil and Gas Leases entered into in the ordinary course of business consistent with past practice) involving annual payments in excess of $12,500,000 or aggregate payments in excess of $25,000,000 that are not terminable without penalty or other liability to the Company or any of the Company Subsidiaries (other than any ongoing obligation pursuant to such Contract that is not caused by any such termination) within sixty (60) days; (iv) each Contract involving the pending acquisition, swap, exchange, sale or other disposition of (or option to purchase, acquire, swap, exchange, sell or dispose of) any material assets Oil and Gas Properties of the Company and the Company Subsidiaries for which the aggregate consideration (or line the fair market value of such consideration, if non-cash) payable to or from the Company or any Company Subsidiary exceeds $10,000,000, other than Contracts involving the acquisition or sale of (or option to purchase or sell) Hydrocarbons in the ordinary course of business consistent with past practice; (v) each Contract for any Derivative Product; (vi) each material partnership, stockholder, joint venture, limited liability company agreement or other joint ownership agreement, other than with respect to arrangements exclusively among the Company and/or its wholly owned Subsidiaries and other than any customary joint operating agreements or unit agreements affecting the Oil and Gas Properties of the Company or any Sellerof the Company Subsidiaries; (vii) each joint development agreement, exploration agreement, participation, farmout, farm-in or program agreement or similar Contract requiring the Company or any of the Company Subsidiaries to make annual expenditures in excess of $12,500,000 or aggregate payments in excess of $25,000,000 (in each case, net to the interest of the Company and the Company Subsidiaries) following the date of this Agreement, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases entered into in the ordinary course of business consistent with past practice; (viii) each agreement that contains any exclusivity, “most favored nation” or most favored customer provision, call or put option, preferential right or rights of first or last offer, negotiation or refusal, to which the Company or any of the Company Subsidiaries or any of their respective Affiliates is subject, and, in each case, is material to the business of the Company and the Company Subsidiaries, taken as a whole, in each case other than those contained in (A) any agreement in which such provision is solely for the benefit of the Company or any of the Company Subsidiaries, (B) customary royalty pricing provisions in Oil and Gas Leases or (C) customary preferential rights in joint operating agreements or unit agreements affecting the business or the Oil and Gas Properties of the Company or any of the Company Subsidiaries entered into in the ordinary course of business consistent with past practice; (ix) any acquisition or divestiture Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations (other than (A) asset retirement obligations or plugging and abandonment obligations set forth in the Company Reserve Report or (B) customary indemnity obligations with respect to the post-closing ownership and operation of acquired assets), that would reasonably be expected to result in (1) earn out payments, contingent payments or other similar obligations to a third party (but excluding indemnity payments) in any year in excess of $12,500,000 or (2) earn out payments, contingent payments or other similar obligations to a third party, including indemnity payments, in excess of $25,000,000 in the aggregate after the date hereof; (x) all any Contract that creates future payment obligations (including settlement agreements or Contracts that require any capital contributions to, or investments in, any Person) of the Company or any of the Company Subsidiaries, in each case, involving annual payments in excess of $12,500,000 or aggregate payments in excess of $25,000,000 (excluding, for the avoidance of doubt, (A) Oil and Gas Leases and (B) customary joint ventureoperating agreements or unit agreements in effect as of the date of this Agreement affecting the Oil and Gas Properties of the Company or any of the Company Subsidiaries, partnership in each case, entered into in the ordinary course of business consistent with past practice and that are not, individually or similar Contractsin the aggregate, material to the Company and the Company Subsidiaries, taken as a whole), or creates or would create an Encumbrance on any material asset or property of the Company or any of the Company Subsidiaries (other than Permitted Encumbrances); (xi) all powers any Contract that (A) provides for midstream services to, or the sale by, the Company or any of attorney with respect the Company Subsidiaries of Hydrocarbons (1) in excess of 15,000 gross barrels of oil equivalent of Hydrocarbons per day (calculated on a per day yearly average basis) or (2) for a term greater than or equal to ten (10) years and (B) has a remaining term of greater than ninety (90) days and does not allow the Company or the Company Subsidiaries to terminate it without penalty to the Business Company or any Transferred Assetthe Company Subsidiaries within ninety (90) days; (xii) all Contracts between any Contract that provides for a “take-or-pay” clause or among any similar prepayment obligation, minimum volume commitments or capacity reservation fees to a Seller on gathering, transportation or other arrangement downstream of the one hand wellhead, or similar arrangements that otherwise guarantee or commit volumes of Hydrocarbons from the Company or any Company Subsidiary’s Oil and any Affiliate Gas Properties, which in each case, would reasonably be expected to involve payments (including penalty or deficiency payments) in excess of a Seller on $10,000,000 during the other hand; andtwelve (12)-month period following the date of this Agreement or aggregate penalty or deficiency payments in excess of $20,000,000 during the two (2)-year period following the date of this Agreement; (xiii) all collective bargaining agreements any Labor Agreement; (xiv) any Contract (other than Oil and Gas Leases entered into in the ordinary course of business consistent with past practice) pursuant to which the Company or Contracts any of the Company Subsidiaries has paid amounts associated with any labor organizationProduction Burden in excess of $12,500,000 during the immediately preceding fiscal year or with respect to which the Company reasonably expects that it and the Company Subsidiaries will make payments associated with any Production Burden in any of the next three (3) succeeding fiscal years that could, union based on current projections, exceed $12,500,000 annually or association$25,000,000 in the aggregate; (xv) any Contract that is between the Company or any of the Company Subsidiaries, on the one hand, and any of their respective officers, directors or principals (or any such Person’s Affiliates) or any Person that holds or owns five percent (5%) or more of the shares of the Company’s capital stock (or any affiliates of any such Person) on the other hand involving aggregate annual payments in excess of $120,000; (xvi) each Contract or Company Organizational Document that would, on or after the Closing Date, prohibit or restrict the ability of the Surviving Corporation or any of its Subsidiaries to declare and pay dividends or distributions with respect to their capital stock, pay any Indebtedness for borrowed money, obligations or liabilities from time to time owed to the Surviving Corporation or any of its Subsidiaries, make loans or advances or transfer any of its properties or assets; (xvii) each Contract under which the Company or any of the Company Subsidiaries (A) grants any right, license, or covenant not to sue with respect to any material Intellectual Property (other than non-exclusive licenses granted to customers or vendors in the ordinary course of business) or (B) obtains any right, license, or covenant not to be sued with respect to any material Intellectual Property owned by any third party (other than licenses for commercial off-the-shelf software which are generally available on non-discriminatory pricing terms); or (xviii) each Contract that is the subject of any Legal Proceeding individually that is reasonably expected to result in payments by the Company or any Company Subsidiary in excess of $2,000,000 and under which there are outstanding material obligations (including settlement agreements) of the Company or any Company Subsidiary. (bc) The Contracts described in the foregoing Section 2.10(a) and Section 2.10(b), together with all exhibits and schedules to such Contracts, as amended through the date hereof or as hereafter amended in accordance with Section 4.1 hereof, are referred to herein as “Company Material Contracts”. (d) Each Company Material Contract is valid and binding on Sellers in accordance with its termsthe Company or the Company Subsidiary party thereto, as the case may be, and, to the Knowledge of the Company, each other party thereto, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller oraccordance with its terms, except for (i) terminations or expirations at the end of the stated term or (ii) such failures to Sellers’ Knowledgebe valid and binding or to be in full force and effect as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in each case subject to Enforceability Exceptions. (e) Neither the Company nor any other party thereto of the Company Subsidiaries is in breach of of, or default under the terms of, and, to the Knowledge of the Company, no other party to any Company Material Contract is in any material respectsbreach of, or has provided or received any notice of any intention to terminatedefault under the terms of, any Company Material Contract. No , nor is any event of default (or circumstance has occurred thatsimilar term) continuing under any Company Material Contract, with notice and, to the Knowledge of the Company, there does not exist any event, condition or omission that would constitute such a default, breach or event of default (or similar term) (whether by lapse of time or notice or both) under any Company Material Contract, would constitute an in each case where such breach, default or event of default under any (or similar term) would reasonably be expected to have, individually or in the aggregate, a Company Material Contract in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to BuyerAdverse Effect.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a5.9(a) lists each of sets forth all the following Contracts currently in effect to which any Seller or the Purchased Subsidiary is a party and that are primarily related to the Business or by which it is bound in connection with the Business or the Transferred Assets may be bound or affected (collectively, the “Material Contracts”): (i) all Contracts involving aggregate consideration any Contract requiring a capital expenditure or known commitment in excess of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice50,000; (ii) all Contracts that relate any Contract under which Seller is obligated to the sale of any of the Transferred Assets for consideration purchase, sell or lease real or personal property to or from third parties and having a value in excess of $150,000, other than customer Contracts incurred 50,000 or an annual lease payment in the Ordinary Course excess of Business$50,000; (iii) (A) any material licenses or other rights granted to any Person Contract with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement)Leased Real Property; (iv) all Contracts that provide any Contract under which Seller has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for exclusive rights borrowed money, (B) granted a Lien on the Transferred Assets, whether tangible or intangible, to secure such indebtedness for the benefit of borrowed money or (C) extended credit to any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a wholePerson; (v) other than indemnification any Contract between Seller, on the one hand, and one or more of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Seller’s Affiliates, all Contracts that provide for on the indemnification of any Person or the assumption of any Liability of any Personother hand; (vi) all Contracts that relate to the acquisition of any businessmaterial Contract establishing any joint venture, a material amount of stock strategic alliance or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligationscollaboration; (vii) all Contracts providing for material distributorpayments to or by any Person based on sales, agency, sales promotion, market research, marketing consulting and advertising Contractspurchase or profits other than direct payments for goods or services; (viii) all Contracts with any Governmental AuthorityContract that restricts or limits (A) the ability of the Seller to freely engage in the Business in any geographic area or (B) the ability of Subsidiaries of the Seller to conduct any legal line of business in any geographic area; (ix) all Contracts that limit any Contract relating to outstanding letters of credit or purport to limit performance bonds or creating any liability as guarantor, surety, co-signer, endorser, co-maker or indemnitor, in each case in respect of the ability obligation of any Seller Person to compete in any line make payments or perform services with a value of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller;at least $50,000; and (x) all joint venture, partnership or similar Contracts; (xi) all powers any amendment related to any of attorney with respect to the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or associationforegoing. (b) Each Material Contract is valid and binding Except as set forth on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equitySchedule 5.9(b), is (i) all of the Material Contracts are in full force and effect in all material respects. No and are the legal, valid and binding obligations of Seller orand, to Sellers’ Seller’s Knowledge, any other party thereto thereto, and (ii) Seller has performed all of its material obligations thereunder and is not in material violation or breach of or default under any Material Contract except for breaches or defaults that will be cured in any accordance with the Sale Order (or that need not be cured under the Bankruptcy Code to permit the assumption and assignment of such Material Contract). To Seller’s Knowledge, the other parties to each Material Contract are not in material respects, violation or has provided breach of or received any notice of any intention to terminate, any default under such Material Contract. No event or circumstance Seller has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” made available to Purchaser and collectively, the “Post-Signing Contracts”), true and complete and correct copies copy of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to BuyerContract.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(aSection 3.13(a) lists of the Seller Disclosure Letter sets forth a complete list as of the date of this Agreement of each of the following Contracts to which any Seller or any of its Affiliates (in respect of the Purchased Devices & Services Business) or Transferred Subsidiary is a party or by which it any of them is bound in connection with the Business or the Transferred Assets (collectively, Contracts of such type whether or not listed on Section 3.13(a) of the Seller Disclosure Letter, the “Material Contracts”):); provided, however, that a Contract referenced by more than one description need only be listed once on Section 3.13(a) of the Seller Disclosure Letter if the applicability of another subsection of Section 3.13(a) to such Contract is reasonably apparent on its face: (i) all Contracts involving aggregate consideration any Contract evidencing Indebtedness in excess of $150,000 and which€25,000,000, or under which any Transferred Subsidiary has issued any note, bond, indenture, mortgage, security interest or other evidence of Indebtedness, or has directly or indirectly guaranteed Indebtedness of any Person, excluding, in each case, cannot be cancelled without penalty any intercompany Indebtedness between two or without more than ninety (90) days’ noticeTransferred Subsidiaries; (ii) all Contracts that relate to the sale of any guarantees of the obligations of other Persons or agreements of indemnity, surety or similar contracts, whether direct or indirect, involving the potential expenditure by the Transferred Assets for consideration Subsidiaries after the date of this Agreement of more than €3,000,000 in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Businessany instance; (iii) any Contract involving payment by or to any Seller Entity or Transferred Subsidiary of at least €75,000,000 in the current calendar year and any Contract with any Material Customer; (Aiv) any Contract for the purchase of products or services involving payment of at least €75,000,000 in the current calendar year that cannot be terminated within ninety (90) days after giving notice of termination without resulting in any material Liability, costs or penalty and any Contract with any Material Supplier; (v) any Contract that materially restricts (or purports to materially restrict) the ability of any Seller Entity (with respect to the Devices & Services Business) or any Transferred Subsidiary or any of their respective Affiliates from engaging in business in any geographic area, competing with any Person or soliciting customers or employees of any Person, in each case in a manner that is or would be adverse to the parties thereto or their Affiliates or any Contract involving payment by or to any Seller Entity or Transferred Subsidiary of at least €75,000,000 in the current calendar year that contains or grants any “most favored nations” or similar terms; (vi) any material licenses joint venture or other rights granted partnership agreement, Contract for or relating to any material investment (whether through the acquisition of an equity interest, the making of a loan or advance or otherwise) in any other Person with respect , or any material Contract relating to the joint development or joint ownership or joint licensing of Transferred IP; (vii) any Real Property Lease; (viii) any franchise, sale (other than purchase orders) or commission agreement or similar Contract, in each case under which any of the Seller Entities or Transferred Subsidiaries is obligated to pay an amount in excess of €25,000,000 during any calendar year in the aggregate; (ix) any Intellectual Property License under which rights in or to Transferred Technology, and (B) all material Intellectual Property LicensesIP are granted, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements Software licenses entered into in the Ordinary Course ordinary course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitmentsbusiness, or requires a Seller (ii) with respect to provide Designs, Trademarks or Domain Names, any minimum level of service, agreements described in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; subsection (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit of the ability definition of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller“Permitted Encumbrances”; (x) all joint ventureany Contract under which any of the Transferred Subsidiaries or Seller Entities in respect of the Devices & Services Business, partnership has contingent liabilities or ongoing obligations (including for indemnification or “earn outs” or similar Contractsdeferred purchase price obligations) after the date of this Agreement relating to the acquisition or sale of any business or assets (other than acquisitions of assets in the ordinary course of business); (xi) all powers any material Contract to which a Transferred Subsidiary and a Seller Entity or one of attorney with respect its Affiliates (other than a Transferred Subsidiary) and another Person is party and any material Contracts pursuant to which a Seller Entity or one of its Affiliates (other than a Transferred Subsidiary) and another Person is party (but not a Transferred Subsidiary) related to the Devices & Services Business or any Transferred Asset(other than the Contracts); (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other handTransferred License; and (xiii) all collective bargaining agreements or Contracts with any labor organization, union or associationoutstanding written commitment to enter into any Contract of the type described in subsections (i) through (xii) of this Section 3.13(a). (b) Each True, correct and materially complete copies of all Material Contracts listed in Section 3.13(a) of the Seller Disclosure Letter, including all material amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof, in each case to the extent in the possession of Seller and its Subsidiaries, have been made available to Buyer. Except as set forth in Section 3.13(b) of the Seller Disclosure Letter, (x) assuming each such Material Contract is binding and enforceable against the other parties thereto, each Material Contract constitutes a valid and binding on Sellers obligation of the Seller Entity or Transferred Subsidiary party thereto and is enforceable against the Seller Entity or Transferred Subsidiary party thereto in accordance with its terms, and terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, moratorium preference or similar Laws of general applicability relating to or affecting creditors’ the rights of creditors generally and by subject to general principles of equity (regardless of whether enforcement is sought in a Proceeding equity or at Law or in equitylaw)), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledge, any other party thereto is in breach of or default under any Material Contract in any material respects, or has provided or received any notice of any intention to terminate, any Material Contract. No (y) no event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event result in a breach of or default under any Material Contract by any Seller Entity or Transferred Subsidiary or, to the Knowledge of Seller, any other Person party thereto, except, in each case set forth in clauses (x) and (y), where such failure to be so valid, binding and enforceable, or such breach or default, would not be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole. Except as would not be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole: no Seller Entity or Transferred Subsidiary has received any written notice or claim of default under any Material Contract in and no Seller Entity or Transferred Subsidiary has received any material respect written notice of an intention to terminate or result in a termination thereof challenge the validity or would cause or permit the acceleration or other changes enforceability of any right or obligation or the loss of any benefit thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract from a counterparty thereto and, to the Knowledge of Seller, no such action is threatened. (including c) Seller hereby represents that the Transferred Subsidiaries and the Purchased Assets include all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyeror substantially all of Nokia’s Subscriber Device Business.

Material Contracts. (ai) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a3.6(b) lists each all of the following Contracts Contracts, agreements, commitments, arrangements, undertakings or understandings to which any Seller or the Purchased Subsidiary a FS Tech Entity is a party or by to which it a FS Tech Entity is or may be bound or to which the Properties of a FS Tech Entity or the Assets are or may be bound or subject or to which Seller Parent is a party with respect to the Business (each a “Material Contract,” provided however, such list and the term “Material Contract” shall not include the Real Property Leases referenced in Section 3.4(b), Personal Property Leases referenced in Section 3.4(c), Intellectual Property Licenses referenced in Section 3.5(b), Debt Instruments referenced in Section 3.6(a) and Insurance Policies referenced in Section 3.6(c)): (A) any agreement establishing or concerning the operation of, a partnership or joint venture or similar arrangement; (B) any agreement for the purchase or sale of products or services (excluding utilities Contracts) that has a value in excess of $100,000, individually, or, for a series of related Contracts with the same party, in the aggregate, or a remaining term of greater than twelve (12) months; (C) any agreement that prohibits a FS Tech Entity or any of its Affiliates from freely engaging in business in any line of business, anywhere in the world; (D) any agreement that grants any exclusive marketing, distribution, Intellectual Property or other similar rights to any third party; (E) any agreement that contains any form of most-favored pricing provision in favor of any customer or supplier of the Business; (F) any agreement with a consultant, distributor, lobbyist, or other third-party agent; (G) any written agreement with any Business Employee or independent contractor of the FS Tech Entities providing for wage, bonus, consulting fee, equity grants, or similar compensation opportunities or providing for any employment relationship with any Business Employee that is not “employment at will”; (H) any agreement that requires any performance collateral in the form of payment bonds, performance bonds, warranty bonds and/or bank letters of credit; (I) any agreement under which there is an outstanding advance or loan, or a commitment to make any advance or loan, to any other Person, but in each case only to the extent that any such advance or loan exceeds (or under the terms of the commitment could exceed) $100,000; (J) any agreement, including but not limited to any guarantee, obligating a FS Tech Entity to indemnify any other Person in an amount in excess of $100,000, other than in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”): (i) all Contracts involving aggregate consideration in excess of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice; (ii) all Contracts that relate to the sale of any operation of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred Business in the Ordinary Course of Business; (iiiK) agreements since January 1, 2008, for the acquisition of capital stock or assets of another Person (Awhether by merger, stock or asset purchase), except for agreements for the acquisition of inventory or other assets in the Ordinary Course of Business; (L) any material licenses written severance or other rights granted termination agreement with any current Business Employee or independent contractor of the FS Tech Entities; (M) any collective bargaining agreement or similar labor agreement involving any Business Employees or covering any Business operation or activity; (N) any agreement to pay or receive any Person with respect to Transferred Technology, and (B) all material royalty or license fee for any Intellectual Property Licenses, (other than (i) shrinkany non-wrap, click-wrap and exclusive license for the use of any commercially available off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements software which was entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (ivO) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Seller; (x) all joint venture, partnership or similar Contracts; (xi) all powers outstanding power of attorney with respect to the Business or any Transferred AssetBusiness; (xiiP) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other handagreement that requires any source code to be escrowed; and (xiiiQ) all collective bargaining agreements or Contracts with any labor organization, union or associationagreement not entered into in the Ordinary Course of Business of the Business. (bii) Each The Sellers have made available to the Buyer a true and complete copy of each written Material Contract is valid and binding on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledge, any other party thereto is in breach of or default under any Material Contract in any material respects, 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 in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies description of each oral Material Contract (including all modificationsamendments, amendments modifications and supplements thereto and waivers thereunder) have been made available to Buyerthereto).

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a) Section 4.07 of the Disclosure Schedules lists each of the following Contracts (x) by which any of the Purchased Assets are bound or affected as of the date hereof or (y) to which any Seller the Parent or the Purchased Subsidiary EyeLock Sub is a party or by which it is bound as of the date hereof in connection with the Business or the Transferred Purchased Assets (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Leased Real Property (including without limitation, brokerage Contracts) listed or otherwise disclosed in Section 4.10(b) of the Disclosure Schedules and all Intellectual Property Agreements set forth in Section 4.11(b) of the Disclosure Schedules, collectively, the “Material Contracts”): (i) all Contracts involving under which the Seller is required to pay or is entitled to receive aggregate consideration in excess of Fifty Thousand Dollars & 00/100 ($150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice50,000.00); (ii) all Contracts that relate to the sale of any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Tax, environmental or other Liability of any Person, except for standard indemnification provisions in Contracts entered into in the ordinary course, none of which the Seller has any Knowledge with respect to particular facts or circumstances that may reasonably give rise to a claim for indemnification; (viiii) to the Knowledge of the Seller, all Contracts entered into during the three (3) year period ending on the date hereof that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations); (viiiv) all material broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, research, development, marketing consulting and advertising Contracts; (viiiv) all employment agreements and Contracts with independent contractors, subcontractors or consultants (or similar arrangements) and which are not cancellable without material penalty or without more than thirty (30) calendar days’ notice; (vi) except for Contracts relating to trade receivables, all Contracts relating to indebtedness for borrowed money (including, without limitation, guarantees and the ▇▇▇▇▇ Debt Obligation); (vii) all Contracts with any Governmental AuthorityAuthority (“Government Contracts”); (ixviii) all Contracts that limit or purport to limit the ability of any the Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities during any period of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Sellertime; (xix) all joint venture, partnership or similar Contracts; (x) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (xi) all powers of attorney with respect to the Business or any Transferred Purchased; Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiiixii) all collective bargaining agreements or Contracts with any labor organization, union or associationUnion. (b) Each Material Contract is valid and binding on Sellers the Seller in accordance with its termsterms and, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity)to the Seller’s Knowledge, is in full force and effect effect. Except as set forth in all material respects. No Section 4.07 of the Disclosure Schedules, none of the Seller or, to Sellers’ the Seller’s Knowledge, any other party thereto is in breach of or default under any Material Contract (or is alleged to be in any material respectsbreach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. No Except as set forth in Section 4.07 of the Disclosure Schedules, 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 in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete Complete and correct copies of each Material Contract that is included in the Purchased Assets (including all modifications, amendments and supplements thereto and waivers thereunder) or evidences the ▇▇▇▇▇ Debt Obligation will have been made available to Buyerthe Buyer by the Delivery Date. There are no material disputes pending or threatened with respect to any Contract included in the Purchased Assets.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule Section 4.06(a) of the Seller Disclosure Schedules lists (i) each Assigned Contract and (ii) each of the other Contracts of the following Contracts types (x) by which any of the Purchased Assets are bound or affected or (y) to which any Seller or the Purchased Subsidiary is a party or by which it is bound in specifically in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”): (i) all Contracts involving aggregate consideration in excess of $150,000 25,000 in any twelve (12) month period and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice; (ii) all Contracts that relate require Seller to the sale of any purchase or sell a stated portion of the Transferred Assets for consideration in excess requirements or outputs of $150,000, other than customer Contracts incurred in the Ordinary Course of BusinessBusiness or that contain “take or pay” provisions; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Tax, environmental or other Liability of any Person; (viiv) all Contracts that relate to the acquisition of any businessbroker, a material amount of stock or assets of any other Person or any real property (whether by mergerdistributor, sale of stockdealer, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributormanufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting consulting, and advertising Contracts; (viiiv) except for Contracts relating to trade payables, all Contracts relating to indebtedness (including, without limitation, guarantees); (vi) all Contracts with any Governmental Authority; (ixvii) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities during any period of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of any Sellertime; (xviii) all joint venture, partnership or similar Contracts; (xiix) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets; (x) all powers of attorney with respect to the Business or any Transferred Purchased Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other hand; and (xiiixi) all collective bargaining agreements or Contracts Intellectual Property Agreements with any labor organization, union or associationrespect to the Business. (b) Each Material Contract is in full force and effect and is a valid and binding on Sellers agreement enforceable against Seller and, to Seller’s Knowledge, the other party or parties thereto, in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Neither Seller ornor, to Sellers’ Seller’s Knowledge, any other party thereto is in material breach of or default under any Material Contract (or is alleged to be in any material respects, breach of or default under) or has been provided or received any written notice of any intention to terminate, any Material Assigned Contract. No To Seller’s Knowledge, 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 in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete Complete and correct copies of each Material Contract (including all modifications, amendments amendments, and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or, to Seller’s Knowledge threatened under any Assigned Contract.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded LiabilitySection 2.13(a) of the Seller Disclosure Letter sets forth a correct and complete list, Schedule 4.06(a) lists as of the Execution Date, of each of the following Contracts Transferred Contracts, except for any Benefit Plan (each Contract required to which any Seller or the Purchased Subsidiary is a party or by which it is bound in connection be so listed, together with the Business or the Transferred Assets (collectivelySurviving Intercompany Agreements, the each a “Material ContractsContract”): (i) all any Lease or Contract related to the acquisition or disposition or right of access of Owned Real Property; (ii) each Contract (or group of related Contracts involving aggregate consideration in excess with respect to a single transaction or series of $150,000 and which, in each case, canrelated transactions) that is not be cancelled without penalty or without more terminable on less than ninety (90) days’ notice; notice (iiwithout a monetary penalty) all Contracts that relate and involves future payments, other residual liability, performance or services or delivery of goods or materials to or by the sale Business of any of the Transferred Assets for consideration amount or value reasonably expected to exceed $10,000,000 in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Businessany future twelve (12)-month period; (iii) each Contract pursuant to which any third Person has granted any license or other right (including by means of covenants not to sue or non-assertion agreements) to Seller or its Subsidiaries under any Intellectual Property Rights that are material to the Business, other than Contracts (A) any material with annual fees of less than $4,000,000 per annum (or $8,000,000 during the term of the Contract if fees are not determined on an annual basis), (B) for software or IT Assets licensed on a non-exclusive basis that are generally commercially available, or (C) licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 Seller or less, and (ii) non-exclusive license agreements entered into its Subsidiaries by customers in the Ordinary Course ordinary course of Business, including Existing Contracts business for the purpose of permitting Seller and its Subsidiaries (as defined in applicable) to provide the Buyer Software License Agreement)applicable products or services to such customers; (iv) all Contracts that provide for exclusive rights for the benefit each Contract pursuant to which Seller or its Subsidiaries have granted any license or other right (including by means of covenants not to sue or non-assertion agreements) under any Third Party, grants “most favored nation” status, contains minimum volume Transferred Intellectual Property to any third Person where such license or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are other right is material to the Business, taken as a wholeother than non-exclusive licenses or other non-exclusive rights granted to customers and service providers of the Business in the ordinary course of business; (v) any partnership agreement, limited liability agreement and affiliation agreement, and any other than indemnification Contract that creates a strategic alliance, joint venture, joint development or similar arrangement; (vi) each Contract entered into at any time since March 31, 2021, pursuant to which any of directors, officers the Vantive Group Entities or employees any of Seller and its Subsidiaries in respect of the Business acquired another operating business or any equity securities or a material portion of the assets of another Person, under the applicable Law which a Vantive Group Entity or the governing documents Business has ongoing rights or obligations; (vii) each Contract that contains a put, call, right of Sellers and/or its Affiliatesfirst refusal, all Contracts that provide for the indemnification right of any Person first offer or similar right pursuant to which a Vantive Group Entity or the assumption of Business would be required to, directly or indirectly, purchase or sell, as applicable, any Liability securities, capital stock or other interests, assets or business of any Person; (viviii) all Contracts each Contract that relate to prohibits the acquisition payment of dividends or distributions in respect of the capital stock, membership interests, partnership interests or other equity interests of any businessVantive Group Entity, a material amount the pledging of stock the membership interests or assets other equity interests of any other Person Vantive Group Entity or the incurrence of indebtedness by any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligationsVantive Group Entity; (viiix) all each Contract that (A) imposes a material restriction on (x) the geographies or lines of business in which any Vantive Group Entity or the Business may operate, including by materially limiting the ability to sell any particular services or products to any Persons (other than license or similar agreements entered into in the ordinary course of business) or (y) any Vantive Group Entity’s or the Business’s ability to solicit any customers or individuals for employment, (B) contains exclusivity obligations or similar restrictions binding on any Vantive Group Entity or the Business or that would be binding on any Vantive Group Entity or the Business after Closing, (C) pursuant to which the Business provides or receives any material pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers, including agreements containing “most favored nation” provisions or (D) contains “take or pay” or similar obligations binding on any Vantive Group Entity or the Business; (x) each (A) Contract creating indebtedness for borrowed money in excess of $10,000,000 in the aggregate or guaranteeing any indebtedness for borrowed money and (B) hedging, swap, derivative or similar Contract; (xi) any Government Contract; (xii) each Contract involving a remaining commitment by any Vantive Group Entity or any of Seller or its Subsidiaries in respect of the Business to pay any single capital expenditure in excess of $10,000,000 or series of capital expenditures in excess of $25,000,000 in the aggregate; (xiii) any broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market researchreseller, co-marketing consulting and advertising Contractsor co-promotion Contract; (viiixiv) all Contracts any Contract involving any resolution or settlement of any actual or threatened Actions with a value in excess of $10,000,000 or that provides for any Governmental Authorityinjunctive or other non-monetary obligations (other than customary confidentiality, release and non-disparagement obligations); (ixxv) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets with a Material Customer or line of business of any Seller; (x) all joint venture, partnership or similar Contracts; (xi) all powers of attorney with respect to the Business or any Transferred Asset; (xii) all Contracts between or among a Seller on the one hand and any Affiliate of a Seller on the other handMaterial Supplier; and (xiiixvi) all collective bargaining agreements or Contracts with any labor organization, union or association(A) each Business Guarantee in excess of $500,000 and (B) each Retained Business Guarantee. (b) Each Material Contract is valid Seller has delivered or made available to Buyer correct and binding on Sellers in accordance with its termscomplete copies, and except as such enforceability may be limited by bankruptcyof the time of delivery, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect in all material respects. No Seller or, to Sellers’ Knowledge, any other party thereto is in breach of or default under any Material Contract in any material respects, 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 in any material respect 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. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such Contracts set forth on Schedule 4.06(b), each a “Post-Signing Contract” and collectively, the “Post-Signing Contracts”), complete and correct copies of each Material Contract (including all modifications, amendments amendments, supplements, annexes and supplements schedules thereto and written waivers thereunder). Except for expirations, including any non-renewals, in the ordinary course of business and in accordance with the terms of such Material Contracts as in effect on the Execution Date, each Material Contract is valid, binding and enforceable against Seller or its Subsidiaries (including the Vantive Group Entities), as the case may be, and, to the Knowledge of Seller, each other party thereto, in each case, subject to the Bankruptcy and Equity Exception, and is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to be material to the Vantive Group Entities or the Business, in either case, taken as a whole. There is no material breach or violation of, or default under, any such Material Contract by Seller or its Subsidiaries (including the Vantive Group Entities) have been made available or, to Buyerthe Knowledge of Seller, any counterparty thereto, and no event has occurred that, with or without the lapse of time or the giving of notice or both, would constitute a material breach or default thereunder by Seller or its Subsidiaries (including the Vantive Group Entities) or would permit or cause the termination, acceleration or modification thereof, in each case except as would not, individually or in the aggregate, reasonably be expected to be material to the Vantive Group Entities or the Business, in either case, taken as a whole. To the Knowledge of Seller, no counterparty under a Material Contract has provided any notice of any intention to terminate or seek renegotiation of any Material Contract, other than in the ordinary course of business.