Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except (i) as filed as exhibits set forth in Schedule 3.10 and after giving effect to the Company SEC DocumentsRestructuring Transactions, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as none of the date hereof, neither the Company nor any Subsidiary of the Company ELN Companies is a party to or is otherwise bound by any Contractof the following Contracts relating to the Business (collectively, the “Material Contracts”), other than the CCC Agreement, which shall be of no further effect with regards to the Purchased ELN Companies as of the Closing: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) any lease or sublease of Regulation S-K of the Exchange Act)real property; (ii) that is with the ten (10) largest customers any lease or sublease of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements personal property providing for annual payments in excess of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)$50,000; (iii) that is with any Contract for the ten purchase of goods, services, materials, supplies or equipment providing for either (10A) largest vendors annual payments in excess of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 $100,000 or (as determined based on cost B) aggregate payments in excess of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company)$250,000; (iv) that is a Government Contractany distribution, sales, advertising or agency Contract providing for either (A) annual payments to or by an ELN Company in excess of $100,000 or (B) aggregate payments to or by an ELN Company in excess of $250,000; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000any Contract granting any Person “most favoured nation” status or “exclusivity” or similar rights; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of Contract with any Person Governmental Authority providing for aggregate consideration either (A) annual payments in excess of $5,000,000 by the Company 100,000 or any (B) aggregate payments in excess of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations$250,000; (vii) containing (A) a covenant any Contract for any partnership, joint venture, strategic alliance or other provision limiting in similar arrangement; (viii) any Contract providing for the settlement of any material respect the ability of the claim against any ELN Company or relating to the Business; (ix) any Subsidiary Contract relating to the acquisition or divestiture of the Company to compete or engage in any line of business or assets (whether by merger, sale of equity, sale of assets or otherwise) (1) that have obligations remaining to compete with be performed or liabilities continuing after the date of this Agreement other than in the Ordinary Course of Business, or (2) that took place during the one year period prior to the Closing Date; (x) any Contract granting any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or refusal, right of first offer or similar right that limits the ability of the Company to purchase or acquire any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of material assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation business of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the an ELN Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (any Contract requiring an ELN Company to make any advance, loan, extension of credit or a covenantcapital contribution to, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or investment in, any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a wholePerson; (xii) that is any Contract (A) evidencing or guaranteeing any Indebtedness (including all loan agreements, notes, bonds, debentures, indentures or guarantees), or (B) creating or granting a Company Real Property Lease with remaining obligations in excess Lien on the Shares or any assets or properties of $1,000,000an ELN Company, other than Permitted Liens; (xiii) that involves a material joint ventureany Contract between an ELN Company, profit sharingon the one hand, partnership or similar agreement from which and the Company Seller, any Affiliate of the Seller or any director, manager or officer of its Subsidiaries recognized revenues in excess of $1,000,000 during an ELN Company, on the fiscal year ended January 31, 2024other hand; (xiv) any license, sublicense or royalty agreement relating to any Intellectual Property, other than standard end-user license agreements relating to any “shrink wrap,” “click wrap” or “off the shelf” software that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions)generally commercially available; (xv) any stockholders’ agreement, proxy, voting trust agreement Contract that limits or registration rights agreement purports to limit the ability of an ELN Company (or similar agreements, arrangements or commitments relating to any equity securities would limit the ability of the Company Purchaser after the Closing) (A) to engage in any line of business, (B) to compete with any Person, (C) to operate in any geographic area, (D) to Solicit or accept business from the customers of any of its Subsidiaries Person or relating (E) to disposition, voting Solicit for employment or dividends with respect to hire any equity securities of the Company or any of its SubsidiariesPerson; or (xvi) any other Contract of a type that is with an affiliate not covered by the other clauses of this Section 3.10(a) that (A) is not terminable on not more than 60 days’ notice and without the payment of any penalty by, or any other Person that would be required material consequence to, applicable ELN Company or (B) is material to be disclosed under Item 404 the operation of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned SubsidiariesBusiness. (b) Each The Seller has made available to the Purchaser a true, complete and correct copy of each Material Contract made in writing, along with accurate written descriptions in all material respects of the type described above in Section 4.15(a)each Material Contract made orally, whether or not set forth in Section 4.15(a) of the Company Disclosure Scheduleincluding all amendments thereto, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of other than the Material Contracts listed in Schedule 3.10 which are subject to confidentiality agreements but for which the Seller has provided written summaries that accurately describe all material terms of such Material Contracts. (Ac) Each Material Contract (i) is a legal, valid and binding on the Company or obligation of the applicable Subsidiary of the Company, as the case may be, ELN Company and, to the Knowledge of the CompanySeller, each the other party parties thereto, and (Bii) is in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity effect in accordance with its terms and (iiiii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary upon consummation of the Company hasContemplated Transactions, andwill continue in full force and effect without penalty or other adverse consequence, subject to obtaining the consents and approvals, giving the notices or taking the other actions referred to in Schedule 3.4(b). None of the ELN Companies, the Seller or, to the Knowledge of the CompanySeller, none any other party to any Material Contract is in breach of the other parties thereto haveor default under, violated in any provision ofmaterial respect, or committed has provided or failed to perform received any act written notice alleging any breach of or default under, and no in any material respect, any Material Contract. No event or condition exists, which has occurred that (with or without notice, notice lapse of time or both) would constitute a material breach of or material default under, the provisions of under any Material Contract, except Contract in each case for those violations, acts (any material respect by the applicable ELN Company or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the CompanySeller, neither the Company nor by any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectparty thereto.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as As of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company its Subsidiaries is a party to or is bound by any Contractby: (iA) any lease of real or personal property providing for annual rentals of $400,000 or more; (B) any Contract that is reasonably likely to require either (x) annual payments to or from the Company and its Subsidiaries of more than $15 million or (y) aggregate payments to or from the Company and its Subsidiaries of more than $75 million; (C) other than with respect to any partnership that is wholly owned by the Company or any wholly owned Subsidiary of the Company, any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture material to the Company or any of its Subsidiaries or in which the Company owns more than a “material contract” 15% voting or economic interest, or any interest valued at more than $10 million without regard to percentage voting or economic interest; (D) any Contract (other than among direct or indirect wholly owned Subsidiaries of the Company) 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 $5 million; (E) any Contract required to be filed as such term is defined in an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (F) any non-competition Contract or other Contract that (I) purports to limit in any material respect either the type of business in which the Company or any of its Affiliates may engage or the manner or locations in which any of them may so engage in any business, (II) could require the disposition of any material assets or line of business of the Exchange ActCompany or any of its Affiliates, (III) grants “most favored nation” status that, following the Merger, would apply to the Company or any of its Affiliates or (IV) prohibits or limits in any material respect the right of the Company or any of its Affiliates to make, sell or distribute any products or services; (G) any Contract to which the Company or any of its Subsidiaries is a party containing a standstill or similar agreement pursuant to which the Company or any of its Subsidiaries has agreed not to acquire assets or securities of the other party or any of its Affiliates; (H) any material Contract relating to the license of Intellectual Property (other than licenses for commercial off-the-shelf or shrink wrap software that has not been modified or customized); (iiI) that is with any Contract between the ten (10) largest customers Company or any of its Subsidiaries and any director or officer of the Company and its Subsidiaries during or any Person beneficially owning five percent or more of the fiscal year ended January 31outstanding Shares, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreementsother than compensation or severance arrangements, data processing agreements, purchase orders confidentiality agreements or statements of work or invoices indemnification agreements entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iiiJ) that is any Contract (other than Contracts with the ten (10customers) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure providing for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 indemnification by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or Person, except for any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, such Contract that is (x) not material to the Company and its Subsidiaries, taken as a whole; , and (viiiy) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers entered into in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole;; and (xiK) any Contract that is contains a license (put, call or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if similar right pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess could be required to purchase or sell, as applicable, any equity interests of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) any Person or assets that is have a settlement, conciliation fair market value or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration purchase price of more than $1,000,000 after 5 million (the date of this Agreement or Contracts described in clauses (zA) that subjects through (K), together with all exhibits and schedules to such Contracts, being the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions“Material Contracts”);. (xvii) any stockholders’ agreementSubject to applicable Law, proxy, voting trust a true and complete copy of each Material Contract has previously been made available to Parent and each such Contract is a valid and binding agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any one of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) is in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of its Subsidiaries nor, to the Company has received written notice knowledge of any of the foregoing. To the Knowledge management of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled other party thereto is in default or otherwise terminated, or threatened breach in writing to cancel or otherwise to terminate, its relationship with any material respect under the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount terms of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectContract.

Material Contracts. (a) Except (i) as for this Agreement and except for Company Material Contracts filed as exhibits to the Company SEC Documents, (ii) for Reports prior to the date of this Agreement and or, as listed in Section 3.13(a) of the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansDisclosure Letter, as of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company Subsidiaries is a party to or is bound by any Contract: (i) that is a any “material contract” (required to be filed as such term is defined in an exhibit to the Company’s annual report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K of the Exchange Act)SEC or (ii) any Contract that is: (A) a “non-compete,” or similar agreement that restricts or purports to restrict, in any material respect, the geographic area in which the Company or any of the Company Subsidiaries may conduct any material line of business; (iiB) that is with a joint venture, partnership or limited liability company agreement or other similar agreement or arrangement relating to the ten (10) largest customers formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such agreement or arrangement solely between or among the Company and its Subsidiaries during one or more Company Subsidiaries; (C) an agreement (other than a future contract, option contract or other derivative transaction) that involves future expenditures or receipts by the fiscal Company or any Company Subsidiary of more than $40,000,000 in any one year ended January 31period that cannot be terminated on less than 90 days notice without material payment or penalty; (D) an acquisition agreement that contains “earn-out” or other contingent payment obligations that could reasonably be expected to result in future payments by the Company or a Company Subsidiary in excess of $4,000,000; (E) an agreement relating to indebtedness for borrowed money or any financial guaranty, 2024 (as determined based on revenue received from such customers during such time period) in each case pertaining to indebtedness in excess of $40,000,000 individually (excluding any non-disclosure agreements, data processing agreements, (i) indebtedness incurred to fund the purchase orders or statements of work or invoices entered into natural gas storage inventory in the ordinary course of business and (ii) guarantees provided in connection with the Sequent trading business in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iiiF) other than leases in the way of easements or rights of way, a material lease or sublease with respect to leased real property; (G) a future contract, option contract or other derivative transaction, in any case relating to the supply or price of natural gas that is with has a term of longer than 90 days and a notional value greater than $40,000,000 (excluding any such future contract, option contract or other derivative transaction entered into by the ten (10) largest vendors local distribution company businesses of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements Subsidiaries for the benefit of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Companycustomers); (ivH) a gas transportation contract that is a Government Contract; (v) evidencing a capital expenditure for which reasonably expected to result in future payments are required by the Company or any Company Subsidiary in excess of $5,000,000;40,000,000 in any one year period (excluding any such contract entered into by the local distribution company businesses of the Company and the Company Subsidiaries for the benefit of customers); or (viI) other than agreements described in Section 3.13(a)(ii)(G) and Section 3.13(a)(ii)(H), an agreement entered into since December 31, 2009 relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any Company Subsidiary of its Subsidiaries outside assets or properties in excess of $40,000,000 not made in the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; consistent with past practice. (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract all contracts of the type described above in this Section 4.15(a3.13(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is being referred to herein as a “Company Material Contract”).” Except for Material Contracts that have expired or terminated by their terms, all of (b) To the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice Subsidiaries is in breach of or default under the terms of any of the foregoingCompany Material Contract in any material respect. To the Knowledge knowledge of the Company, since February 1, 2021, no counterparty other party to any Company Material Contract has (A) canceled is in any material respect in breach of or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with default under the terms of any Company Material Contract. Each Company Material Contract is a valid and binding obligation of the Company or any Company Subsidiary which is a party thereto and, to the knowledge of the Company, is in full force and effect; except that (as applicablei) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (Bii) decreased materially or threatened equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to decrease materially or limit materially, equitable defenses and to the amount discretion of business that the court before which any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably proceeding therefor may be expected to have a Material Adverse Effectbrought.

Material Contracts. (a) Except Section 4.16(a) of the Company Disclosure Schedule lists, by reference to the applicable subsection, as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”): (i) as filed as exhibits each contract and agreement involving the receipt by or payment to the Company SEC Documentsany Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for this Agreement severance, retention, change in control or similar payments; (vi) all contracts and the other agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary of the Company is a party to an acquisition or is bound disposition by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Group Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, person or all of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligationsother manner); (viiviii) containing all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (Aix) all contracts and agreements with any Governmental Authority to which any Group Company is a covenant party, other than any Company Permits; (x) all contracts and agreements that limit, or other provision limiting in any material respect purport to limit, the ability of the Company or any Subsidiary of the Company Group Companies to compete or engage in any line of business or to compete with any Person person or entity or in any geographic areaarea or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any customary employee nonnonexclusive licenses (or sublicenses) of Company-solicitation or no-hire clauses entered into Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease business consistent with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024past practice; (xiv) that is a settlementall contracts involving use, conciliation license or similar Contract (x) with grant of any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries rights to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions);Company Intellectual Property; and (xv) any stockholders’ agreement, proxy, voting trust commitment to enter into any contract or agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(aclauses (i) – (xvi) of the Company Disclosure Schedulethis Section 4.16(a). (i) Each Material Contract is a legal, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary obligation of the Company, as the case may be, respective Group Company and, to the Knowledge knowledge of the CompanyCompany Signatories, each the other party parties thereto, and (B) is enforceable in full force accordance with its terms, subject to the Remedies Exceptions, and effectthe respective Group Company is not in material breach or violation of, except (i) as may be limited or material default under, any Material Contract nor has any Material Contract been canceled by bankruptcy, insolvency, moratorium and the other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and party; (ii) as would not, individually or in to the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary knowledge of the Company hasSignatories, and, to the Knowledge of the Company, none of the no other parties thereto have, violated any provision party is in material breach or violation of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or material default under, the provisions of any Material Contract; and (iii) the Group Companies have not received any written, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary knowledge of the Company has received written notice Signatories, oral claim of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that default under any such counterparty presently engages in Material Contract. The Company Signatories have furnished or presently conducts with the Company made available to WinVest or its legal advisors true, correct and its Subsidiaries other thancomplete copies of all Material Contracts without redaction, in each caseincluding all modifications, as would not reasonably be expected to have a Material Adverse Effectamendments and supplements thereto.

Material Contracts. (a) Except (i) as set forth in the SEC Reports filed as exhibits prior to the Company SEC Documentsdate of this Agreement, (ii) for in Schedule 4.15 or otherwise expressly provided in this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereofAgreement, neither the Company nor any Subsidiary of the Company Subsidiaries is a party to or is bound by any Contractby: (i) that is a “any "material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange ActSEC); (ii) that is with any contract or agreement for the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 purchase or lease (as determined based on revenue received lessee) of materials or personal property from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders supplier or statements for the furnishing of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable services to the Company or its Subsidiaries); (iii) any Subsidiary that involves or is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid likely to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which involve future aggregate payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its the Subsidiaries outside of the ordinary course of business pursuant to which the Company more than (x) $300,000 or its Subsidiaries have material continuing obligations(y) $100,000 in any year; (viiiii) containing any contract or agreement for the sale, license or lease (Aas lessor) a covenant or other provision limiting in any material respect the ability of by the Company or any Subsidiary of services, materials, products, supplies or other assets, owned or leased by the Company or the Subsidiaries, that involves or is likely to compete or engage in any line of business or involve future aggregate payments to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its the Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties more than (x) $300,000 or (Dy) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, $100,000 in each case, that is material to the Company and its Subsidiaries, taken as a whole;any year (viiiiv) any contract, agreement or instrument relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, money of the Company or any Subsidiary Subsidiary; (v) any non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, the business of the Company or the Subsidiaries may be conducted; (vi) any agreement with any present or former affiliates of the Company; (vii) any partnership, joint venture, strategic alliance or cooperation agreement (or any guarantee by the Company or of its Subsidiaries agreement similar to any of the obligations of foregoing); (viii) any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and voting or other agreement governing how any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company)Shares shall be voted; (ix) any hedging, swap, derivative, or similar Contractagreement with any shareholders of the Company; (x) that is a license any agreement with any Managed Provider, including without limitation any such management agreement, employee lease agreement, billing services agreement, option agreement or evidence of indebtedness; or (or a covenant, consent xi) any contract or other rights in agreement which would prohibit or to use Intellectual Property) granted by materially delay the Company consummation of the Merger or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant transactions contemplated by this Agreement. The foregoing contracts and agreements to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted are parties or are bound are collectively referred to customers in the ordinary course of business, and/or (C) that is otherwise material to the herein as "Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned SubsidiariesMaterial Contracts." (b) Each Company Material Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and(or, to the Knowledge of the Companyextent a Subsidiary is a party, each other party thereto, such Subsidiary) and (B) is in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any and each Subsidiary of the have performed, in all material respects, all obligations required to be performed by them to date under each Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults whichwhere such noncompliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The Company has, or has caused to be, made available to Parent or its counsel true and complete copies of the Company Material Adverse Effect andContracts requested by same and any and all ancillary documents pertaining thereto (including, but not limited to, all amendments and waivers). Except as otherwise set forth in Schedule 4.15(b), each Company Material Contract will not cease to be legal, valid, binding, enforceable and in full force and effect on terms identical to those currently in effect as a result of February 1, 2021, the consummation of the transactions contemplated by this Agreement (except to the Knowledge extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general principles of equity), nor will the Companyconsummation of such transactions constitute a breach or default under such lease or sublease or otherwise give the landlord a right to terminate such lease or sublease. Except as set forth in Schedule 4.15(b), neither the Company nor any Subsidiary knows of, or has given or received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract. (c) Except as disclosed in the SEC Reports filed prior to the date of this Agreement or in Schedule 4.15 or as expressly provided for in this Agreement, neither the Company nor any of the Subsidiaries is a party to any oral or written (i) employment or consulting agreement that cannot be terminated on thirty days' or less notice, (ii) agreement with any officer or other key employee of the Company has received written notice or any of the Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any the Subsidiaries of the nature contemplated by this Agreement, the Subscription Agreement or the Voting Agreement, (iii) agreement with respect to any officer or other key employee of the Company or any of the Subsidiaries providing any term of employment or compensation guarantee or (iv) stock or stock purchase plan (other than the Option Plans), any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the foregoing. To transactions contemplated by this Agreement, the Knowledge Subscription Agreement or the Voting Agreement or the value of any of the Company, since February 1, 2021, no counterparty to benefits of which will be calculated on the basis of any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effecttransactions.

Material Contracts. (a) Except (ias disclosed in Section 4.9(a), Section 4.9(f) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary Section 4.18 of the Company Disclosure Letter, (a) neither the Company, nor any of its Subsidiaries is a party to to, and (b) none of the Company, any of its Subsidiaries, or any of their respective properties or assets is bound by any Contractby, Contracts that: (i) that is are or would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K of under the Exchange Act)Securities Act or disclosed by the Company on a Current Report on Form 8-K; (ii) with respect to a joint venture, partnership, limited liability or other similar agreement or arrangement, related to the formation, creation, operation, management or control of any partnership or joint venture that is with material to the ten (10) largest customers business of the Company and its Subsidiaries during the fiscal year ended January 31Subsidiaries, 2024 (taken as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreementsa whole, data processing agreementsor in which the Company owns more than a 20% voting or economic interest, purchase orders or statements with respect to which the Company has obligations of work or invoices entered into more than $250,000 in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)aggregate; (iii) that is with relate to indebtedness for borrowed money, the ten (10) largest vendors deferred purchase price of the Company and its Subsidiaries during the fiscal year ended January 31property or service, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreementscredit agreement, data processing agreementsnote, purchase orders bond, mortgage, debenture or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary instrument, any letter of credit or similar facilities, any obligation to Contracts pursuant purchase, redeem, retire, defease or otherwise acquire for value any capital stock or any warrants, rights or options to which cost acquire such capital stock, or any guarantee with respect to an obligation of goods and services is paid or payable by the Company)any other Person, in each case, having an outstanding principal amount in excess of $250,000; (iv) relate to an acquisition, divestiture, merger or similar transaction that is a Government Contractcontains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations), that are still in effect and, individually or in the aggregate, could reasonably be expected to result in payments in excess of $250,000; (v) evidencing a other than an acquisition subject to clause (iv) above, obligate the Company to make any capital commitment or expenditure for which future payments are required (including pursuant to any joint venture) in excess of $5,000,000;250,000; or (vi) relating to prohibits the disposition payment of dividends or acquisition of any business, equity, or all or substantially all distributions in respect of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability capital stock of the Company or any of its Subsidiaries to sellSubsidiaries, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation prohibits the pledging of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities capital stock of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to prohibits the issuance of guarantees by any equity securities Subsidiary of the Company or any of its SubsidiariesCompany; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described in clauses (i) through (vi) above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” ” (b) Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither , (i) each Material Contract is valid and binding on the Company nor and any of its Subsidiaries to the extent such Subsidiary of is a party thereto, as applicable, and is in full force and effect and enforceable against the Company hasor its Subsidiary in accordance with its terms, and, (ii) to the Knowledge of the Company, none of each Material Contract is valid and binding on the other parties thereto havethereto, violated is in full force and effect and enforceable against such other party in accordance with its terms, (iii) the Company and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Material Contract, (iv) neither the Company nor any provision of its Subsidiaries has received written notice of, or committed or failed to perform the existence of any act under, and no event or condition existswhich constitutes, which (with or, after notice or without notice, lapse of time or both) would constitute , will constitute, a material default or breach on the part of the Company or default under, the provisions any of its Subsidiaries under any such Material Contract, except in each case for those violations, acts (or failures to actv) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company its Subsidiaries has received written notice of from any other party to a Material Contract with respect to the termination, non-renewal or renegotiation in any material respects of the foregoing. To the terms of, and otherwise has no Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise that such other party intends to terminate, its relationship with not renew, or renegotiate in any material respects the terms of, any Material Contract. (c) The Company or any Subsidiary (as applicable) or (B) decreased materially or threatened has made available to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each caseParent, as would not reasonably be expected to have a of the date of this Agreement, true, correct and complete copies of (including all amendments or modifications to), all Material Adverse EffectContracts.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as As of the date hereofAgreement Date, neither the Company nor any Subsidiary of the Company is not a party to or is bound by any Contract: (i) that is would be required to be filed by the Company as a “material contract” (as such term is defined in contract pursuant to Item 601(b)(10) of Regulation S-K of the Exchange Act)SEC; (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding contains any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant competition or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right agreement that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose compete in any line of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiariesbusiness, in each caseany geographic area or with any person; (iii) that creates any partnership, that is joint venture or similar entity with respect to any material to business of the Company and its Subsidiaries, taken as a whole; (viiiiv) relating to that would, individually or evidencing indebtedness for borrowed moneyin the aggregate, debt securitiesprevent, warrants materially delay or other rights to acquire any debt securities, of the Company or any Subsidiary of materially impede the Company, or any guarantee by ’s ability to consummate the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company)Transactions; (ix) any hedging, swap, derivative, or similar Contract; (xv) that is a license (or a covenantan indenture, consent credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues agreement providing for the fiscal year ended January 31, 2024 indebtedness in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a wholeintercompany agreements; (xivi) that is a license written contract (or a covenant, consent or other rights in or to use Intellectual Propertythan this Agreement) for the sale of Third Party Rights granted to any of its assets after the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 Agreement Date in excess of $1,000,000, and/or other than in the ordinary course of business consistent with past practice; (Cvii) that is otherwise material to under which the Company and its the Company’s Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership are expected to make annual expenditures or similar agreement from which the Company or any of its Subsidiaries recognized receive annual revenues in excess of $1,000,000 during the current or a subsequent fiscal year ended January 31, 2024year; (xivviii) that is containing a settlementright of first refusal, conciliation right of first negotiation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require right of first offer in favor of a party other than the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions)Subsidiaries; (xvix) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of that obligates the Company or any to file a registration statement under the Securities Act of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries1933 which filing has not yet been made; or (xvix) that is with an affiliate interest rate, equity or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. swap or derivative instrument. Each such contract described in clauses (bi)-(x) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.”

Material Contracts. (a) Except (iSection 4.10(a) as filed as exhibits to of the Company SEC DocumentsDisclosure Schedule sets forth a true, (ii) for this Agreement complete and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as correct list of each of the date hereof, neither the Company nor any Subsidiary of following Contracts to which the Company is a party to or by which the Company is bound by any Contract:and which have not been entirely fulfilled or performed (such Contracts, collectively, the “Material Contracts”): (i) all Contracts that is a “material contract” (as such term is defined contain restrictions with respect to payment of dividends or any other distribution in Item 601(b)(10) of Regulation S-K respect of the Exchange Act)Membership Units or other Equity of the Company; (ii) any Contract that is with by its terms requires the ten (10) largest customers payment by or on behalf of the Company and its Subsidiaries during in excess of $100,000 per annum or the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to delivery by the Company of goods or its Subsidiaries)services with a fair market value in excess of $100,000 per annum or provides for the Company to receive payments in excess of $100,000 per annum; (iii) that is with all Contracts involving a loan (other than accounts receivable owing from trade debtors in the ten Ordinary Course of Business) or advance to (10) largest vendors other than travel and entertainment advances to the employees of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into extended in the ordinary course Ordinary Course of businessBusiness), and other similar Contracts that are ancillary or investment in, any Person or any agreement relating to Contracts pursuant to which cost the making of goods and services is paid any such loan, advance or payable by the Company)investment in excess of $25,000; (iv) any Contract that is (i) requires the Company to purchase any product or service in excess of $100,000 from a Government Contractthird party or (ii) requires that the Company deal exclusively with a third party in connection with the sale or purchase of any product or service; (v) evidencing any Contract that relates to an acquisition or divestiture of material assets that contains covenants, indemnities or other contractual obligations that could impose a capital expenditure for which future payments are required in excess of $5,000,000Liability that is material to the Company; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to Contract under which the Company has any outstanding Indebtedness or its Subsidiaries have material continuing obligationsevidencing an Encumbrance on any property or asset of the Company, other than a Permitted Encumbrance; (vii) containing all Contracts under which any Person (Aother than the Company) has directly or indirectly guaranteed Indebtedness of the Company in excess of $50,000; (viii) any bonds or Contracts of Guarantee in which the Company acts as a covenant surety or guarantor with respect to any obligation (fixed or contingent) of another Person; (ix) all Contracts involving any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, joint development or similar arrangement; (x) all Contracts involving any resolution or settlement of any actual or threatened Action under which the Company has any obligation or Liability that will continue after the Closing Date; (xi) any Contract limiting or restraining the Company or any successor thereto from engaging or competing in any manner, in any location or in any business; (xii) all Affiliate Contracts; (xiii) any Company IP Agreements as well as any Contract under which the Company is a party providing for the license of or settlement with respect to any Intellectual Property including, without limitation, the Company’s Intellectual Property (other provision limiting than commercially available software and hardware) and any Intellectual Property license agreements under which the Company is currently a licensee; (xiv) any Contract concerning the acquisition, disposition, occupancy, management or operation of any Real Property owned, leased or used by the Company; (xv) all collective bargaining agreements entered into by the Company; (xvi) any Contract providing that the Company indemnify any Person in an amount that would be material to the Company, other than any such agreement entered into in the Ordinary Course of Business; (xvii) any Contracts with any Governmental Authority to which the Company is a party; (xviii) any Contracts that limit, in any material respect respect, the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person or in any geographic areaarea or during any period of time; (xix) all (i) employment agreements (excluding, other for certainty, any employees who are employed at will) and (ii) Contracts with independent contractors or consultants (or similar arrangements) to which the Company is a party and which are not cancellable without material penalty or without more than ninety (90) days’ notice; and (xx) any customary employee non-solicitation Contract to purchase, lease or no-hire clauses otherwise acquire the right to own, use or lease any property or assets, including such Contracts entered into by an Affiliate of the Company, for an amount in excess of $100,000, individually (in the ordinary course case of businessa lease, per annum) or $150,000 in the aggregate (B) “most favored nation”in the case of a lease, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits for the ability entire term of the Company or lease, not including any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or option term); and (Dxxi) a minimum purchase, minimum volume, “earnout” or any other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, Contract that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, operation of the business of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) not otherwise disclosed pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictionsSection 4.10(a); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract The Company is in material compliance with the terms and provisions of each Material Contract. The Company, and to the Knowledge of the type described above Company, the other party to any Material Contract is not in Section 4.15(a)breach or default under any of its terms. The Company has not received notice of any breach, whether default or not notice of termination by any Person under any Material Contract. A true, complete and correct copy of each written Material Contract has been provided to Purchaser and a description of each verbal Material Contract is set forth in Section 4.15(a4.10(a) of the Company Disclosure Schedule, . (c) Each Material Contract is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (Ai) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, thereto in accordance with its respective terms and (Bii) in full force and effect, except . Each Material Contract (ior description) as may be limited by bankruptcy, insolvency, moratorium sets forth the entire agreement and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and understanding (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary complete description of the Company hasmaterial terms, andas applicable), to the Knowledge of between the Company, none of on one hand, and the other parties thereto havethereto, violated any provision ofon the other hand, or committed or failed with respect to perform any act under, and no the subject matter thereof. No event or condition existscircumstance has occurred that, which (with notice or without notice, lapse of time or both) , would constitute an event of default under any Material Contract or result in a breach of termination thereof or default under, would cause or permit the provisions acceleration or other changes of any Material Contract, except in each case for those violations, acts (right or failures to act) and defaults which, individually obligation or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as loss of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the benefit thereunder. The Company has received written notice of no reason to believe any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty party to any Material Contract has (A) canceled or otherwise terminatedwill not fulfill its obligations thereunder in all material respects, or threatened in writing to cancel or otherwise to terminate, its relationship with and the Company has not received any notice of termination or intent to terminate by any Subsidiary party to any Material Contract. (as applicabled) The Company has no Liability for the deferred purchase price of property, goods or services, whether connected or not to the acquisition of any business (earn-out or other similar type of payments) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectnoncompetition agreement.

Material Contracts. (a) Except (iSection 4.10(a) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary of the Company Disclosure Schedule contains a complete list of the following types of Contracts to which the Company or a Company Subsidiary is a party to or is bound by any Contractbound: (i) that is a each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the Exchange Act)SEC) with respect to the Company or any Company Subsidiary; (ii) that is all Contracts or arrangements with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders Third Party constituting joint ventures or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)partnerships; (iii) that is with the ten all Contracts relating to Indebtedness (10other than indebtedness for borrowed money) largest vendors of the Company or any Company Subsidiary in excess of $3,000,000 and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost all Contracts relating to indebtedness for borrowed money of goods and services paid to such vendors by the Company during such time period) (excluding or any non-disclosure agreements, data processing agreements, purchase orders or statements Company Subsidiary in excess of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company)$1,000,000; (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) all Contracts entered into after July 1, 2008 relating to the disposition any acquisition or acquisition of any businessdisposition, equitydirectly or indirectly (including by merger, consolidation, combination or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 amalgamation), by the Company or any of its the Company Subsidiaries outside of properties or assets or capital stock or other equity interests of another Person for aggregate consideration under such Contract in excess of $500,000, except, in each case, for acquisitions and dispositions of properties, assets and inventory in the ordinary course of business pursuant to which and consistent with past practice; (v) all Contracts currently used in the current conduct of the business of the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant any Company Subsidiary and, to the Knowledge of the Company, any other Contract, which contain covenants that limit, or other provision limiting in any material respect purport to limit, the ability of the Company or any Company Subsidiary of the Company to compete or engage in any line of business business, or to compete with any Person in or operate at any geographic area, location or during any period of time; (vi) each Contract that contains obligations of the Company or any Company Subsidiary secured by a Lien (other than a Permitted Lien), or provides for interest rate or currency hedging arrangements, in each case in connection with which the aggregate actual or contingent obligations of the Company and the Company Subsidiaries under such Contract are greater than $250,000; (vii) each Contract with a Governmental Entity that involved aggregate payments of over $500,000 in 2010 or is reasonably likely to involve aggregate payments of over $500,000 in 2011; (viii) All Contracts pursuant to which any customary employee non-solicitation material Intellectual Property is licensed (or no-hire clauses entered into rights to use are granted) to the Company or any Company Subsidiary and also both (A) used in the ordinary course current conduct of businessthe business of the Company or a Company Subsidiary and (B) subject to remaining material payment obligations by the Company or any Company Subsidiary (excluding shrink-wrap or click-wrap licenses or licenses concerning generally commercially available software); (ix) All Contracts pursuant to which any material Company Intellectual Property is licensed (or rights to use granted) by the Company or any Company Subsidiary that are subject to remaining material payment obligations by a Third Party; (x) all Contracts and Leases concerning the use, occupancy, management or operation of, or evidencing any interests in, any Leased Real Property that are, in each case, material to the Company and the Company Subsidiaries, taken as a whole (“Material Real Property Leases”); (xi) all Contracts that (A) require the Company or any Company Subsidiary to use any supplier or Third Party for all or substantially all of the requirements or needs for the operation of the business of the Company or any Company Subsidiary as currently conducted, (B) obligate the Company or any Company Subsidiary to conduct business on a “most favored nation”, “exclusivitynations” or similar provisionsbasis with any Third Party, (C) a right of first refusal limit or right of first offer or similar right that limits purport to limit the ability of the Company or any Company Subsidiary to solicit any customers or clients of its Subsidiaries to sellany other Person, transfer, pledge or otherwise dispose of assets, rights or properties or (D) require the Company or any Company Subsidiary to market or co-market any clinical laboratory services or other products or services of a Third Party, or (E) are “take-or-pay” Contracts or other similar agreements or arrangements requiring the Company or any Company Subsidiary to make a minimum purchase, minimum volume, “earnout” payment for goods or other contingent, deferred or fixed payment obligation services from Third Party suppliers irrespective of the Company and its Subsidiaries, in each case, usage that is are material to the Company and its the Company Subsidiaries, taken as a whole; (viiixii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) Contract pursuant to which the Company or any Company Subsidiary received licensing revenues for the fiscal year ended January 31is bound that includes a continuing “earn out” or other contingent payment obligation, 2024 in each case, that could result in payments in excess of $1,000,000250,000 other than ordinary course agreements with customers, suppliers or licensors; (xiii) each Contract between or among the Company or any Company Subsidiary, on the one hand, and any of their respective Affiliates (other than the Company or any Company Subsidiary), on the other hand, that involves payments of more than $250,000 in any one year; (xiv) each Contract involving aggregate payments of over $1,000,000 over its remaining term that is not terminable by the Company or one of its Subsidiaries without penalty and on less than 120 days notice, other than non-exclusive licenses granted to customers Contracts entered into in the ordinary course of business and consistent with past practice; and (xv) all other Contracts, whether or not made in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) absence of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is would have a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Material Adverse Effect. Each Contract of the type described above in this Section 4.15(a4.10(a), whether or not set forth in Section 4.15(a4.10(a) of the Company Disclosure Schedule, Schedule is referred to herein as a “Company Material Contract.” ” (b) Except for matters that would not have a Company Material Contracts that have expired or terminated by their termsAdverse Effect, all of the (i) each Company Material Contracts are (A) Contract is a legal, valid and binding on obligation of the Company or a Company Subsidiary, as applicable, in full force and effect and enforceable against the applicable Company or a Company Subsidiary in accordance with its terms, subject to the Bankruptcy and Equity Exceptions, (ii) to the Company’s Knowledge, each Company Material Contract is a legal, valid and binding obligation of the Companycounterparty thereto, as in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the case may beBankruptcy and Equity Exceptions, (iii) the Company and each of the Company Subsidiaries, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may has performed all obligations required to be limited performed by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a it under each Company Material Adverse Effect. Neither Contract (excluding performance obligations not yet due), (iv) neither the Company nor any Company Subsidiary has received any written claim or notice of (A) a default, termination or cancellation under any Company Material Contract, (B) any intent or threat to claim any of the foregoing or (C) seeking to amend any provision of any Company has, andMaterial Contract in a manner materially adverse to the Company or any Company Subsidiary and (v) neither the Company nor any Company Subsidiary nor, to the Knowledge of the Company’s Knowledge, none of the any other parties party thereto have, violated any provision is in breach or violation of, or committed or failed to perform any act default under, any Company Material Contract and no event has occurred, including the execution by the Company of this Agreement, or condition existsnot occurred through the Company’s or any Company Subsidiary’s action or inaction or, which (to the Company’s Knowledge, the action or inaction of any Third Party, that with notice or without notice, lapse of time or both) would , will constitute a breach of or violation of, or default under, the provisions of any Company Material Contract, except in each case for those violations, acts (or failures to act) . Complete and defaults which, individually or in the aggregate, would not reasonably be expected to have a correct copies of all Company Material Adverse Effect and, Contracts (as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (Aamended or modified) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship are either publicly filed with the Company SEC or any Subsidiary (as applicable) or (B) decreased materially or threatened have been otherwise made available to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectParent.

Material Contracts. (a) Except (i) as for the contracts described in or filed as exhibits an exhibit to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into Documents or set forth in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as Section 3.13 or Section 3.18 of the date hereofCompany Disclosure Schedule (collectively, the “Material Contracts”), neither the Company nor any Subsidiary of the Company its Subsidiaries is a party to or is bound by any Contractof the following: (i) that is a “material contract” (as such term is defined any contract or agreement entered into other than in Item 601(b)(10) the ordinary course of Regulation S-K business consistent with past practice for the acquisition of the Exchange Act)securities of or any material portion of the assets of any other Person or entity; (ii) that is with any contract or agreement for the ten (10) largest customers purchase of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 100,000 which cannot be cancelled by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company without penalty or its Subsidiaries have material continuing obligationsfurther payment or without more than 45 days’ notice; (viiiii) containing (A) a covenant any contract, agreement or instrument in excess of $100,000 that expires or may be renewed at the option of any Person other provision limiting in any material respect the ability of the than Company or any Subsidiary of its Subsidiaries so as to expire more than one year after the date of this Agreement; (iv) any material contract with any independent contractor or consultant (or similar arrangement) which is not cancelable without penalty and without more than thirty (30) days’ notice; (v) any trust indenture, mortgage, promissory note, loan agreement or other contract, agreement or instrument for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP, in each case, where Company or any of its Subsidiaries is a lender, borrower or guarantor; (vi) any contract or agreement limiting the freedom of Company or any of its Subsidiaries or any of their respective employees to compete or engage in any line of business or to compete with any other Person; (vii) any contract or agreement with any Affiliate of Company; (viii) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses those entered into in the ordinary course of business; (ix) any material agreement which would be terminable other than by Company or its Subsidiaries or under which a payment obligation would arise or be accelerated, in each case as a result of the consummation of the transactions contemplated by this Agreement; (Bx) “most favored nation”any material alliance, “exclusivity” cooperation, joint venture, stockholders’ partnership or similar provisionsagreement; (xi) any broker, distributor, dealer, agency, sales promotion, market research, market consulting or advertising agreement involving in excess of $100,000 (Cother than software licenses entered into in the ordinary course of business); (xii) a right any material research, development, sales representative, marketing or reseller agreement, or any service, support or maintenance agreement related to the business or technology of first refusal Company or any of its respective Subsidiaries; (xiii) any material agreement, option or commitment or right with, or held by, any Third Party to acquire, use or have access to any assets or properties, or any interest therein, of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive software licenses granted to customers entered into in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024); (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements agreement that affects or restrictions (other than ordinary course confidentiality requirements relates to Company IP, including, without limitation, any material agreement pursuant to which any person or restrictions)entity is authorized to use or has an ownership or security interest in any Company IP; (xv) any stockholders’ agreement, proxy, voting trust material contract or agreement which would require any consent or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities approval of a counterparty as a result of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities consummation of the Company or any of its Subsidiariestransactions contemplated by this Agreement; orand (xvi) is with an affiliate or any other Person that contract the loss of which would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the have a Company and its wholly-owned SubsidiariesMaterial Adverse Effect. (b) Each Contract Company and each of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that its Subsidiaries have expired or terminated by their terms, performed all of the obligations required to be performed by them and are entitled to all accrued benefits under, and are not alleged to be in default in respect of, each Material Contracts are (A) valid and binding on the Contract to which Company or the applicable any Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other is a party thereto, and (B) in full force and effector by which Company or any Subsidiary is bound, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither Each of the Company nor any Subsidiary Material Contracts is in full force and effect, without amendment (other than as disclosed in Section 3.13 of the Company hasDisclosure Schedule), andand there exists no default or event of default or event, occurrence, condition or act, with respect to Company or any of its Subsidiaries or, to the Knowledge knowledge of Company, with respect to any other contracting party, which, with the giving of notice, the lapse of the Company, none time or the happening of the any other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition existscondition, which (with would become a default or without notice, lapse event of time or both) would constitute a breach of or default under, the provisions of under any Material Contract, except in each case for those violationsexcept, acts (or failures to act) and defaults whichas would not, individually or in the aggregate, would not reasonably be expected material to Company. True, correct and complete copies of all Material Contracts have a Company Material Adverse Effect and, been furnished or made available to Parent or filed as of February 1, 2021, exhibits to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectSEC Documents.

Material Contracts. (a) Except (iSection 4.14(a) as filed as exhibits of the Purchaser Disclosure Schedule sets forth a list of each of the following Contracts to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Planswhich, as of the date hereofof this Agreement, neither the Company nor Purchaser or any Subsidiary of the Company its Subsidiaries is a party to or is bound by any (each, a “Purchaser Material Contract:”): (i) that is a any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange ActSEC as determined as of the date of this Agreement); (ii) that is with each Contract (A) not to (or otherwise restricting or limiting the ten (10) largest customers ability of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company Purchaser or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (viito) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation area or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits to restrict the ability of the Company Purchaser or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, conduct business in each case, that is material to the Company and its Subsidiaries, taken as a wholeany geographic area; (viiiiii) relating to each Contract (other than any Purchaser Benefit Plan) providing for or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company resulting in payments by Purchaser or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries that exceeded $250,000 in the calendar year ended December 31, 2023, or that is reasonably likely to require, during the remaining term of the obligations such Contract, annual payments by Purchaser or any of its Subsidiaries that exceed $250,000; (iv) all Contracts granting to any Person an option or a first refusal, first offer, or similar preferential right to purchase or acquire any Purchaser Assets; (v) all material Contracts (A) for the granting or receiving of a license, sublicense or franchise (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and including any of its wholly-owned Subsidiaries or between or among such Contracts relating to any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by providing for or resulting in payment over $250,000 per year or (B) under which any Person is obligated to pay or has the Company right to receive a royalty, license fee, franchise fee or any Subsidiary similar payment in which it is reasonably expected to pay or receive a royalty, license fee, franchise fee or similar payment over $250,000, in each case of the Company to Company Intellectual Property clause (A) on an exclusive basis, and (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000), other than agreements with employees, non-exclusive licenses granted to customers in the ordinary course of businessPurchaser’s or its Subsidiaries’ customers, and/or (C) and non-exclusive licenses to commercially available, off-the-shelf Software that is otherwise material to the Company and its Subsidiaries taken as a wholehave been granted on standardized, generally available terms; (xivi) that is a license (or a covenantall partnerships, consent joint ventures, or other rights in similar agreements or to use Intellectual Propertyarrangements; (vii) any agreement with any director, officer, or stockholder of Third Party Rights granted to the Company Purchaser or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) thereof that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed described under Item 404 of Regulation S-K promulgated under of the Exchange ActSEC in the Purchaser SEC Reports; (viii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed, or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $1,000,000; (ix) any agreement for the disposition or acquisition by Purchaser or any of its Subsidiaries with material obligations of Purchaser or any of its Subsidiaries (other than confidentiality obligations) remaining to be performed, or material Liabilities of Purchaser or any Contract solely among of its Subsidiaries continuing, after the Company and its wholly-owned Subsidiariesdate of this Agreement, of any material business or any material amount of assets other than in the ordinary course of business; (x) any agreement restricting or limiting the payment of dividends or the making of distributions to stockholders, including intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law; and (xi) all material agreements with any Governmental Authority. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a4.14(b) of the Purchaser Disclosure Schedule sets forth all Contracts granting to any Person an option or a first refusal, first offer, or similar preferential right to purchase or acquire any material assets of Purchaser, a true and complete copy of which have been made available to the Company. (c) A true and complete copy of each Purchaser Material Contract (including any related amendments) entered into before the date of this Agreement has been filed as an exhibit (by reference or otherwise) to the Purchaser Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on April 30, 2024, or disclosed by Purchaser in a subsequent Purchaser SEC Report or made available to the Company Disclosure Schedule, before the date of this Agreement. Each Purchaser Material Contract is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company agreement of Purchaser or the its applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effectSubsidiary, except (i) as may where the failure to be limited by bankruptcy, insolvency, moratorium valid and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as binding would not, individually or in the aggregate, reasonably be expected to have a Company Purchaser Material Adverse Effect. Neither the Company nor any Except as would not be material to Purchaser, (i) neither Purchaser or such Subsidiary of the Company has, andnor, to the Knowledge of the CompanyPurchaser, none of the any other parties thereto haveparty, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a is in breach of or default under, the provisions of under any such Purchaser Material Contract, except in each case for those violations, acts (or failures to actii) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1the date of this Agreement, 2021, to the Knowledge there are no material disputes concerning any such Purchaser Material Contract and (iii) as of the Companydate of this Agreement, neither the Company nor no party under any Subsidiary of the Company Purchaser Material Contract has received given written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty its intent to any Material Contract has (A) canceled terminate or otherwise terminated, or threatened in writing seek a material amendment to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Purchaser Material Adverse EffectContract.

Material Contracts. (a) Except Subsections (i) as filed as exhibits to through (x) of Section 3.16(a) of the Company SEC DocumentsDisclosure Schedule list the following types of Contracts, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor arrangements or understandings to which any Subsidiary of the Group Company is a party to or is bound by other than any Contract: (i) such Contract that is a “material contract” Company Employee Plan or Company Employee Agreement (such Contracts as such term is defined are required to be set forth in Item 601(b)(10Section 3.16(a) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during Disclosure Schedule being the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business“Material Contracts”), and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability none of the Company or any of its Subsidiaries is a party to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (Dbound by any Material Contracts not listed in Section 3.16(a) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its SubsidiariesDisclosure Schedule: (i) each Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) each Contract that is expected, as of the date hereof, by the Company to involve consideration of more than US$500,000, in each casethe aggregate, that is material over the remaining term of such Contract; (iii) all Contracts relating to any credit, loan or facility arrangement, guarantee or other security arrangement, or Indebtedness (whether or not incurred, assumed, guaranteed or secured by any asset of any Group Company) in excess of US$500,000, other than any such Contracts solely between any Group Companies; (iv) all joint venture contracts, strategic cooperation or partnership arrangements, or other agreements involving a sharing of profits, losses, costs or liabilities by any Group Company; (v) all Contracts relating to the purchase or sale of any shares or securities of, or other equity interests in, any Group Company and its Subsidiariesother than Company Equity Awards; (vi) all Contracts that limit, taken as a wholeor purport to limit, in any material respect, the ability of any Group Company to compete in any line of business or with any person or entity or in any geographic area or during any period of time; (vii) all Contracts involving any directors, executive officers or shareholders of the Company holding more than 5% of the share capital of the Company, required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act; (viii) relating all Contracts providing for any change of control payment or similar payments to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, Third Party in excess of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company);US$500,000; and (ix) any hedgingall other Contracts, swap, derivative, whether or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers not made in the ordinary course of business, and/or (C) that is otherwise which are material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the any Group Company or any Subsidiary the conduct of its business, or the Company (A) on an exclusive basisabsence of which would, (B) on a non-exclusive basisindividually or in the aggregate, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is have a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned SubsidiariesMaterial Adverse Effect. (b) Each Except as would not have a Company Material Adverse Effect, (i) each Material Contract of the type described above in Section 4.15(a)is a legal, whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on agreement, subject to the Bankruptcy and Equity Exception, and no Group Company is in material breach or violation of, or default under, any Material Contract, (ii) as of the applicable Subsidiary date hereof, no Group Company has received any notice of cancellation of any Material Contract from the other party; (iii) to the Knowledge of the Company, as of the case may bedate hereof, no other party is in material breach or violation of, or default under, any Material Contract; and (iv) as of the date hereof, no Group Company has received any written claim of material default under any such Material Contract and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles no fact or event exists that could give rise to any claim of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or material default under, the provisions of under any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the . The Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship filed with the Company SEC or furnished or made available to Parent true and complete copies of all Material Contracts, including any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectamendments thereto.

Material Contracts. (a) Except (i) Except as filed as exhibits to set forth in Schedule 5.1(j)(i) of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansDisclosure Letter, as of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company its Subsidiaries is a party to or is bound by any Contractby: (iA) any lease of real or personal property providing for annual rentals of $15,000,000 or more; (B) any agreement or agreements involving more than $5,000,000 individually or $10,000,000 in the aggregate to acquire (I) a License, or an interest in an entity holding a License, that is upon acquisition by the Company would become a “Communications License or (II) any interest in an entity that holds a License that upon acquisition of such entity by the Company would become a Foreign License; (C) any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture material contract” to the Company or any of its Subsidiaries or in which the Company or any of its Subsidiaries owns any interest valued at more than $10,000,000 without regard to percentage voting or economic interest (unless pursuant to such agreement or arrangement the Company and its Subsidiaries do not have a future funding obligation reasonably likely to require funding of more than $15,000,000 in the aggregate); (D) any Contract (other than among direct or indirect wholly-owned Subsidiaries of the Company) 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 $50,000,000; (E) any Contract required to be filed as such term is defined in an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K of under the Exchange Securities Act); (iiF) any non-competition Contract or other Contract that is with (I) purports to limit in any material respect either the ten type of business in which the Company or its Subsidiaries (10or, after the Effective Time, Parent or its Affiliates) largest customers may engage or the manner or locations in which any of them may so engage in any business or (II) could require the disposition of any material assets or line of business of the Company and or its Subsidiaries during or, after the fiscal year ended January 31Effective Time, 2024 Parent or its Affiliates; (as determined based on revenue received from such customers during such time periodG) any Contract (excluding other than (I) a Contract with respect to compensation or similar arrangements not involving a director of the Company or one of the Section 16 Officers and (II) any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices Contract entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by between the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company and any director or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability officer of the Company or any Subsidiary Person beneficially owning, as of the Company to compete date hereof, five percent or engage in more of the outstanding Shares; (H) any line of business or to compete with any Person in any geographic areaContract that contains a put, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer call or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess could be required to purchase or sell, as applicable, any equity interests of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) any Person or assets that is have a settlement, conciliation fair market value or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration purchase price of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions);25,000,000; and (xvI) any stockholders’ agreementother Contract or group of Contracts with a single counterparty that, proxy, voting trust agreement if terminated or registration rights agreement or similar agreements, arrangements or commitments relating subject to a default by any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would notwould, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect. Neither Effect (the Company nor any Subsidiary Contracts described in clauses (A) – (I), together with all exhibits and schedules to such Contracts, being the “Material Contracts”). (ii) A true and complete copy of each Material Contract has previously been delivered or made available to Parent (subject to applicable confidentiality restrictions) and each such Contract is a valid and binding agreement of the Company hasor one of its Subsidiaries, and, to as the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act undercase may be, and no event or condition existsis in full force and effect, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of its Subsidiaries nor, to the knowledge of the Company has received written notice of any of the foregoing. To the Knowledge officers of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled other party thereto is in material default or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with breach under the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount terms of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectContract.

Material Contracts. (a) Except (i) as filed as exhibits to Section 3.17 of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, Seller Disclosure Schedule sets forth as of the date hereof, neither the Company nor any Subsidiary of this Agreement a true and complete list of the Company following Contracts (other than purchase orders and invoices, Benefit Plans and Compensation Agreements) to which any of the Transferred Entities is a party to or is bound by any Contract:(the “Material Contracts”): (i) that is a “material contract” (as such Contracts involving payments by the Transferred Entities of more than $250,000 per year or $2,000,000 over the term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act)Contract, or having a term of more than four (4) years and not terminable within 180 days; (ii) that is with Contracts requiring the ten (10) largest customers Transferred Entities to provide more than $250,000 of services per year or $2,000,000 of services over the term of the Company Contract, or that are anticipated to generate, individually, revenue for any Transferred Entity of more than $1,000,000 in 2022 or 2023; (iii) any Contract containing any future capital expenditure obligations of the Transferred Entities (or otherwise relating to the Business) in excess of $250,000; (iv) Contracts evidencing Indebtedness for borrowed money of any Transferred Entity with a principal amount greater than $1,000,000; (v) Contracts requiring any Transferred Entity to pay, perform, discharge or otherwise guarantee any Indebtedness of any other Person (other than a Transferred Entity) with a principal amount greater than $1,000,000; (vi) any joint venture, partnership or other similar agreement involving co-investment between any Transferred Entity and its Subsidiaries during a third party; (vii) Contracts for the fiscal year ended January 31sale, 2024 (as determined based on revenue received from such customers during such time period) (excluding transfer or other disposition of any non-disclosure agreementsassets of any Transferred Entity involving payments of more than $1,000,000, data processing agreements, purchase orders or statements other than sales of work or invoices entered into inventory in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)business consistent with past practice; (iiiviii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) Contract relating to the acquisition or disposition or acquisition of any businessbusiness (whether by merger, equitysale of stock, sale of assets or otherwise) under which the Transferred Entities have a continuing obligation with respect to an “earn out,” contingent purchase price, or all similar contingent payment obligation that is reasonably expected to be $250,000 or substantially all of the assets of any Person for aggregate consideration greater in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations;amount; and (viiix) any Contract containing (A) a covenant covenants that would restrict or other provision limiting limit in any material respect the ability of the Company or any Subsidiary of Transferred Entities after the Company Closing to compete or engage in any line of business the Business or compete with respect to compete the Business with any Person or in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Sellers have made available to Purchaser true, correct and complete copies of each Material Contract and all amendments related thereto. Each Material Contract of the type described above in Section 4.15(a)is a legal, whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or obligation of the applicable Subsidiary of the Company, as the case may beTransferred Entities, and, to the Knowledge knowledge of the CompanySellers, of each other party counterparty thereto, and (B) is in full force and effect, and no Transferred Entity, or, to the knowledge of Sellers, other party thereto is in breach of, or in default under, any such Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by any of the Transferred Entities, or, to the knowledge of Sellers, any other party thereto, except (i) as may for such failures to be limited by bankruptcyvalid, insolvencybinding or in full force and effect and such breaches, moratorium defaults or events that have not had and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except (i) as filed as exhibits to set forth in Section 3.13 of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansDisclosure Schedule, as of the date hereof, neither there are no Contracts included in the Company nor any Subsidiary of the Company is a party to or is bound by any Contract: Purchased Assets (i) containing covenants that is limit or purport to limit the ability of a “material contract” (as such term is defined Seller or Transferred Entity to compete in Item 601(b)(10) any line of Regulation S-K business or with any Person, industry or geographical area or during any period of time, that relates to the Exchange Act); Business; (ii) which expressly creates a partnership or joint venture or similar arrangement that is with relates to the ten (10) largest customers operation of the Company Business; (iii) for the sale or exclusive license of any material assets of the Business other than Inventory or Products or for the furnishing of services by a Seller or Transferred Entity other than in the ordinary course of business consistent with past practice; (iv) which is a collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (v) between or among a Seller or Transferred Entity, on the one hand, and its Subsidiaries during one or more Affiliates of a Seller (other than another Seller or Transferred Entity), on the other hand; (vi) under which the Business has made payments in excess of $2,000,000 in the last fiscal year ended January 31, 2024 or anticipate making payments in excess of $2,000,000 in the current fiscal year (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, other than purchase orders or statements invoices entered into in the ordinary course of work business and ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (vii) involves the sale, development, use or license of any Intellectual Property that is primarily used in the conduct of and material to the Business other than non-exclusive licenses entered into in the ordinary course of business; (viii) under which the Business received payments in excess of $2,000,000 in the last fiscal year or anticipates receiving payments in excess of $2,000,000 in the current fiscal year (other than sales orders or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid ); or payable (ix) containing any “take-or-pay” or “requirements” provision requiring any Seller (relating to the Company Business) or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost any Transferred Entity to make a minimum payment for or purchase a minimum quantity of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreementsfrom third party suppliers irrespective of usage, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar except for Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); under this clause (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in which require payments by or to use Intellectual Property) granted by the Company or any Subsidiary Business of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more less than $1,000,000 after the date of this Agreement or per annum. Each such contract described in clauses (zi)-(ix) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all ” (b) As of the date hereof (i) Each Seller and Transferred Entity is not in material breach of or default under any Material Contracts are (A) valid and binding on the Company Contract to which such Seller or the applicable Subsidiary of the Company, as the case may be, Transferred Entity is a party and, to the Knowledge of the CompanyHoneywell, each no other party theretoto any Material Contract is in breach thereof or default thereunder, (ii) o the Knowledge of Honeywell, neither any Seller nor any Transferred Entity has received any written notice or claim of material default under any Material Contract or, as of the date of this Agreement, any written notice of an intention to terminate or challenge the validity or enforceability of any Material Contract and to the Knowledge of Honeywell, no such action is threatened, and (Biii) to the Knowledge of Honeywell, no event has occurred that, with or without notice or lapse of time or both, would result in full force a material breach or default under any Material Contract by Honeywell. Sellers have Made Available to Purchaser true and effectcomplete copies of each Material Contract, except including all material amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof. Sellers have not posted any surety bond or letter of credit with respect to the Business. (ic) as may be limited by bankruptcy, insolvency, moratorium Each Material Contract is valid and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in binding on the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, applicable Seller and/or Transferred Entity and, to the Knowledge of the CompanySellers, none of on the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, subject to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectEnforceability Exceptions.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and for the other agreements entered into in connection Contracts filed with the transactions contemplated hereby SEC by the Company as exhibits to reports, schedules, forms, statements, and (iiiother documents and publicly available on ▇▇▇▇▇ prior to the date of this Agreement, Section 4.01(p) for of the Company Employee PlansDisclosure Schedule sets forth a true and complete list, as of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contractof: (i) each Contract that is would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K of under the Exchange Securities Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant each Contract to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) is a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right party that limits materially restricts the ability of the Company or any of its Subsidiaries to sellcompete in any business or with any person in any geographical area or grants a material right of first refusal or first offer or similar right (or will impose such limitations on Parent or any of its Affiliates following the Offer or the Merger); (iii) each Contract that requires payments by or to the Company and/or its Subsidiaries in an amount in excess of five hundred thousand dollars ($500,000) per annum, transferexcept for any such Contract that may be canceled, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” without penalty or other contingentliability to the Company or any of its Subsidiaries, deferred upon notice of 90 days or fixed payment obligation less other than sales or purchase orders in the ordinary course of business; (iv) each Contract relating to indebtedness for borrowed money in excess of five hundred thousand dollars ($500,000) or providing for the creation of any encumbrance upon any of the material assets of the Company and or any of its Subsidiaries; (v) each Contract that is a material license, in each case, sublicense or other contract pursuant to which the Company or a Subsidiary of the Company is authorized to use any third party Intellectual Property that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary business of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each caseexcluding generally commercially available, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its whollyoff-owned Subsidiaries or between or among any whollythe-owned Subsidiaries of the Company); (ix) any hedging, swap, derivativeshelf software programs, or similar Contract; pursuant to which any third party (x) that is a license (or a covenant, consent or other rights in or authorized to use Material Intellectual Property) granted Property owned by the Company or any Subsidiary of the Company that is material to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the business of the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 (y) has obtained and continues to have exclusive rights in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a wholeMaterial Intellectual Property; (xivi) that is a license (each Contract with respect to co-promotion of, or a covenantcollaboration with respect to, consent any product or other rights in product candidate or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basisdrug discovery platform, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, venture or material partnership agreement (excluding information technology Contracts or license or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) agreements with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries respect to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictionsIntellectual Property); (xvvii) any stockholders’ agreement, proxy, voting trust agreement each Contract which would prohibit the consummation of the Offer or registration rights agreement the Merger; and (viii) each Contract with or similar agreements, arrangements or commitments relating to any equity securities of binding upon the Company or any of its Subsidiaries or relating to disposition, voting any of their respective properties or dividends with respect to any equity securities assets that is of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person type that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Securities Act, other than any . Each such Contract solely among the Company and its wholly-owned Subsidiaries. described in clauses (bi) Each Contract of the type described through (viii) above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” Except for ”. Including Contracts filed with the SEC by the Company as exhibits to reports, schedules, forms, statements, and other documents and publicly available on ▇▇▇▇▇ prior to the date of this Agreement, the Company has previously made available to Parent complete and accurate copies of each Company Material Contract. Each of the Company Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) is valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, Company party thereto and, to the Knowledge of the Company, each other party thereto, and (B) is in full force and effect, except (i) as may for such failures to be limited by bankruptcy, insolvency, moratorium valid and other similar Applicable Law affecting creditors’ rights generally binding or to be in full force and by general principles of equity and (ii) as effect that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither There is no default under any Company Material Contract by the Company nor or any Subsidiary of the Company has, andits Subsidiaries or, to the Knowledge of the Company, none of the by any other parties thereto have, violated any provision of, or committed or failed to perform any act underparty thereto, and no event or condition exists, which (has occurred that with or without notice, the lapse of time or both) the giving of notice or both would constitute a breach default thereunder by the Company or any of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021its Subsidiaries or, to the Knowledge of the Company, neither the Company nor by any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other thanparty thereto, in each case, case except as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect.

Material Contracts. (ai) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into set forth in connection with the transactions contemplated hereby and (iii) for Company Employee PlansSchedule 8(d), as of the date hereofhereof Seller, neither with respect to the Company nor any Subsidiary of the Company Business, is a not party to or is otherwise bound by any Contractor subject to: 1) any written employment, severance or sales representative contract which contains an obligation (iexcluding commissions) that is a “material to pay more than $100,000 per year; 2) any written consulting contract” (as such term is defined in Item 601(b)(10; 3) of Regulation S-K any real property lease or equipment lease which constitutes part of the Exchange Act)Business or the Assets; (ii4) that is any Contract containing any covenant limiting the freedom of Seller, with the ten (10) largest customers respect of the Company and its Subsidiaries during Business or the fiscal year ended January 31operations of the Business, 2024 (as determined based on revenue received from such customers during such time period) (excluding to engage in any non-disclosure agreements, data processing agreements, purchase orders line of business or statements of work or invoices entered into compete with any Person in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)any geographic area in any material respect; (iii5) that is with any Contract in effect on the ten (10) largest vendors date of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) this Agreement relating to the disposition or acquisition of any business, equitythe assets of, or all any interest in, any business enterprise which relates to the Business other than in the Ordinary Course of Business; 6) any offset agreement entered into in connection with an international sales transaction and relating to any contract that imposes on the Business an obligation to perform that will continue in effect on or substantially all of after the assets Closing Date; 7) any Contract of any Person for kind that (i) requires a payment by any party in excess of, or a series of payments which in the aggregate consideration exceed, $100,000, (ii) has a term, or requires the performance of any obligations by any party over a period, in excess of $5,000,000 by the Company one year, or (iii) involves any of its Subsidiaries outside director, officer or stockholder of the ordinary course of business Seller; 8) any Contract pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability Seller on behalf of the Company Business has made or any Subsidiary of the Company to compete will make loans or engage in any line of business advances, or to compete with any Person in any geographic area, other than any customary employee non-solicitation has or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” will have incurred debts or similar provisions, (C) become a right of first refusal guarantor or right of first offer surety or similar right that limits the ability of the Company or any of pledged its Subsidiaries to sell, transfer, pledge credit on or otherwise dispose become responsible with respect to any undertaking of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiariesanother Person, in each case, that is material in an amount over $100,000 (except for the negotiation or collection of negotiable instruments in transactions in the Ordinary Course of Business); 9) any indenture, loan agreement, note, mortgage, security agreement, lease of real property or personal property or other Contract relating to the Company borrowing of funds, an extension of credit or financing for which the Business is obligated; or 10) any Contract involving a partnership, joint venture or other cooperative undertaking. ii) Except as disclosed in Schedule 8(d), each contract disclosed in Schedule 8(d) is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its Subsidiariesterms (except as limited by applicable bankruptcy, taken as a whole; (viii) insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or evidencing indebtedness for borrowed moneyaffecting creditors’ rights generally, debt securitiesincluding the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers), warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends except with respect to liquidated damages owed by Seller and any equity securities of the Company delays or circumstances in connection therewith, Seller is not in default and has not failed to perform any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may beobligation thereunder, and, to the Knowledge of Seller, there does not exist any event, condition or omission which would constitute a material breach or material default (whether by lapse of time or notice or both) by any other Person, which would give rise to any right of termination. Except as disclosed in Schedule 8(d), as of the Company, each date of this Agreement Seller has not received any written notification from any other Person party thereto, and (Bto any of the Contracts disclosed in Schedule 8(d) in full force and effect, except of a claim of default by Seller. Seller has previously made available to Buyer (i) as may be limited by bankruptcytrue, insolvencyaccurate and complete copies of each document set forth on Schedule 8(d) (collectively, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity the “Identified Contracts”) and (ii) a written description of each oral arrangement so listed on Schedule 8(d). Except as would notset forth on Schedule 8(d), individually or all such Identified Contracts and arrangements have been entered into by Seller in the aggregateOrdinary Course of Business. Except for sales of assets in the Ordinary Course of Business and this Agreement, reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither Seller nor any Subsidiary of its Affiliates has any Contract or arrangement with respect to the sale or other disposition of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, Business or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectAssets.

Material Contracts. (a) Except (i) as set forth in Section 4.20 of the Company Disclosure Schedule or as filed as exhibits to an exhibit with any Company SEC Document, and other than any Company Benefit Plan set forth on Section 4.17 of the Company SEC DocumentsDisclosure Schedules, (ii) for this Agreement and neither the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plansnor any of its Subsidiaries is, as of the date hereof, neither the Company nor any Subsidiary of the Company is a party to or is bound by any loan or credit agreement, note, bond, mortgage, indenture, lease or other binding contract, agreement or commitment (each a “Contract:”): (i) that is has been or would be required to be filed as a “material contract” (as such term is defined in by the Company pursuant to Item 601(b)(10) of Regulation S-K of the Exchange Act)SEC; (ii) that establishes or governs a partnership or joint venture or similar arrangement; (iii) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for indebtedness of the Company or any of its Subsidiaries in an amount in excess of $1,000,000; (iv) with a Top Customer or Top Supplier and under which the ten (10) largest customers Company or any of its Subsidiaries has made or received payments in excess of $2,000,000 in the twelve months prior to the date hereof or which is otherwise material to the Company and its Subsidiaries during the fiscal year ended January 31Subsidiaries, 2024 taken as a whole (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, other than purchase and sale orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiariesbusiness consistent with past practice); (iiiv) for the purchase or sale of any entity or assets after the date hereof in excess of $1,000,000 (other than customer or supplier Contracts, including contracts that relate to inventory); (vi) that is with the ten a collective bargaining agreement; (10vii) largest vendors of under which the Company and or any of its Subsidiaries during the fiscal year ended January 31has made or received payments in excess of $1,000,000 since July 1, 2024 2012 (as determined based on cost of goods other than purchase and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase sale orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Companybusiness consistent with past practice); (ivviii) that is a Government Contract; (v) evidencing a capital expenditure provides for which future payments are required in excess any obligation of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the ordinary course Company of business pursuant an amount in excess of $2,000,000 or any other Person of an amount in excess of $1,000,000; (ix) that is an outstanding power of attorney (other than powers of attorney granted with respect to foreign legal and tax matters or Intellectual Property related filings or which otherwise are not material to the Company and its Subsidiaries, taken as a whole); (x) that provides for an obligation or liability of the Company or any of its Subsidiaries have material continuing obligations(whether absolute, accrued, contingent or otherwise) as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any third party that could result in payments in excess of $1,000,000, other than obligations between the Company and any of its Subsidiaries (and between Company Subsidiaries); (viixi) containing (A) a covenant that restricts or other provision limiting prohibits in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any material line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits in any material respect the ability of Persons to whom the Company can sell products or services; (xii) that requires the Company or any of its Subsidiaries to sellprovide business, transfer, pledge distribution or otherwise dispose of assets, rights investment opportunities or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material pricing to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive or most favored nation basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves is a material joint venturehedge, profit sharingcollar, partnership option, forward purchasing, option, swap, derivative or similar agreement from which Contract; or (xiv) that is a Contract between the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during on the fiscal year ended January 31one hand, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or and any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or Company’s stockholders (zin their capacity as such) that subjects on the Company or any of its Subsidiaries to any material ongoing requirements or restrictions other hand. Each such Contract described in clauses (other than ordinary course confidentiality requirements or restrictions); (xvi)-(xiv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract”. The Company has made available to Parent correct and complete copies of all Material Contracts.” (b) Except for Material Contracts that breaches, violations or defaults which would not have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, reasonably be expected to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would nothave, individually or in the aggregate, a Company Material Adverse Effect, (i) each of the Material Contracts is valid and binding on the Company and each of its Subsidiaries party thereto and, to the Company’s knowledge as of the date hereof, each other party thereto, enforceable, subject to the Enforceability Exceptions, against the Company and each of its Subsidiaries party thereto in accordance with its terms, and to the Company’s knowledge as of the date hereof each other party thereto, and is in full force and effect and (ii) neither the Company nor any of its Subsidiaries, nor to the Company’s knowledge as of the date hereof any other party to a Material Contract, is in violation of or default under any provision of any Material Contract and no event has occurred that with the lapse of time or the giving of notice or both would constitute a violation of or default thereunder by the Company or any of its Subsidiaries. The Company or such Subsidiary has performed all obligations required to be performed by it under each Material Contract and, to the knowledge of the Company as of the date hereof, each other party to each Material Contract has performed all obligations required to be performed by it under such Material Contract, except in each case as, individually or in the aggregate, would not have or reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except (i) as for this Agreement, the Contracts filed as exhibits to the Company SEC DocumentsReports, (ii) for this Agreement and the other agreements entered into Contracts listed in connection with Subsections (i) through (xx) of Section 3.16(a) of the transactions contemplated hereby and (iii) for Company Employee PlansDisclosure Schedule, as of the date hereof, neither the Company nor any Subsidiary none of the Company is a party to or is bound by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside is a party to or bound by the following Contracts: (i) any Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract relating to the formation, creation, operation, management or control of any Subsidiary of the Company or any other partnership, joint venture, strategic collaboration, global affiliation or business cooperation, limited liability company or similar arrangement; (iii) any Contract involving a loan (other than accounts receivable from trade debtors in the ordinary course of business pursuant business) or advance to which (other than travel and entertainment allowances to the employees of the Company and any of its Subsidiaries extended in the ordinary course of business), or investment in, any person or any Contract relating to the making of any such loan, advance or investment for more than US$5,000,000; (iv) any Contract involving Indebtedness of the Company or any of its Subsidiaries have material continuing obligationsof more than US$5,000,000; (v) any Contract (including so called take-or-pay or keep-well agreements) under which any person (other than the Company or any of its Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of its Subsidiaries of more than US$5,000,000; (vi) any Contract granting or evidencing a Lien on any properties or assets of the Company or any of its Subsidiaries with value of more than US$5,000,000, other than a Permitted Encumbrances; (vii) containing any management service, consulting, financial advisory or any other similar type Contract and all Contracts with investment or commercial banks; (Aviii) any Contract for the acquisition, disposition, sale, transfer or lease (including leases in connection with financing transactions) of properties or assets of the Company or any of its Subsidiaries that have a covenant fair market value or purchase price of more than US$5,000,000 (by merger, purchase or sale of assets or stock or otherwise) entered into since December 31, 2014 or, if prior to that date, have representations, warranties or indemnities that remain in effect or as to which claims are pending; (ix) any Contracts involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other provision limiting dispute with amount in controversy greater than US$5,000,000; (x) any Contract involving a standstill or similar arrangement; (xi) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the ability of the Company or any Subsidiary of the Company its Subsidiaries to compete or engage in any line of business or to compete with any Person in any geographic area, industry or line of business; (xii) any Contract for the employment of any senior executive officer; (xiii) any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any person or assets that have a fair market value or purchase price of more than US$5,000,000; (xiv) any Contract (other than Contracts granting Company Options, or Company RSs) giving the other party the right to terminate such Contract as a result of this Agreement or the consummation of the Transactions, including the Merger, where (A) such Contract requires any customary employee non-solicitation payment in excess of US$5,000,000 to be made by the Company or no-hire clauses entered into any of its Subsidiaries in any calendar year or (B) the ordinary course value of businessthe outstanding receivables due to the Company and its Subsidiaries under such Contract is in excess of US$5,000,000 in any calendar year; (xv) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of the Company or any of its Subsidiaries, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right pledging of first refusal or right of first offer or similar right that limits the ability share capital of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) issuance of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which guarantee by the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024Subsidiaries; (xivxvi) that is any Contract providing for (A) a settlementlicense, conciliation covenant not to s▇▇ or similar Contract (x) with other right granted by any Governmental Authority entered into since February 1, 2021, (y) which would require Third Party under any Intellectual Property to the Company or any of its Subsidiaries Subsidiaries, (B) a license, covenant not to pay consideration of more than $1,000,000 after the date of this Agreement s▇▇ or (z) that subjects other right granted by the Company or any of its Subsidiaries to any material ongoing requirements or restrictions Third Party under any Intellectual Property, (other than ordinary course confidentiality requirements or restrictions); (xvC) an indemnity of any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of person by the Company or any of its Subsidiaries against any charge of infringement, misappropriation, unauthorized use or relating to dispositionviolation of any Intellectual Property right, voting or dividends with respect (D) any royalty, fee or other amount payable by the Company or any of its Subsidiaries to any equity securities person by reason of the ownership, use, sale or disposition of Intellectual Property, in each case of clauses (A) through (D), other than agreements for off-the-shelf Software and such Contracts that are not material to business of the Group Companies, taken as a whole, and in each case of clauses (C) and (D), other than Contracts entered into by the Company and its Subsidiaries in the ordinary course of business; (xvii) any Contract granting rights in respect of exclusivity, “most favored nation” or similar rights; (xviii) any Contract between or among the Company or any of its Subsidiaries; or, on the one hand, and any of their respective Affiliates (other than the Company or any of its Subsidiaries), on the other hand, that involves payments of more than US$5,000,000 in any one year; (xvixix) is each Control Agreement and any other any Contract which (A) provides the Company with effective control over any of its Subsidiaries in respect of which it does not, directly or indirectly, own a majority of the equity interests (each, an affiliate “Operating Subsidiary”), (B) provides the Company or any of its Subsidiaries the right or option to purchase the equity interests in any Operating Subsidiary, or (C) transfers economic benefits from any Operating Subsidiary to any other Person Subsidiary of the Company; (xx) any Contract between the Company or any of its Subsidiaries and any director or executive officer of the Company or any person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act (including those that would be required to be disclosed under Item 404 if the Form 20-F were filed as of Regulation S-K promulgated under the Exchange Actdate hereof); or (xxi) any other Contract which, other than any if terminated, could reasonably be expected to result in a Company Material Adverse Effect. Each such Contract solely among described in clauses (i) to (xxi) and each such Contract that would be a Material Contract if it had not been filed as an exhibit to the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, SEC Reports is referred to herein as a “Material Contract.” ” (b) Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would notnot have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither : (i) each Material Contract is a legal, valid and binding obligation of a Group Company, as applicable, in full force and effect and enforceable against such Group Company in accordance with its terms, subject to the Company nor any Subsidiary Bankruptcy and Equity Exception; (ii) to the knowledge of the Company, each Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy and Equity Exception; (iii) no Group Company has, and, to the Knowledge knowledge of the Company, none of the other parties thereto haveno counterparty, violated any provision is or is alleged to be in breach or violation of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts ; (or failures to activ) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge knowledge of the Company, no person intends to terminate any Material Contract; and (v) neither the Company execution of this Agreement nor the consummation of any Subsidiary of the Company has received written notice of Transaction shall constitute a default under, give rise to cancellation rights under, or otherwise adversely affect any of the foregoing. To the Knowledge rights of the Company, since February 1, 2021, no counterparty to any Group Company under any Material Contract Contract. The Company has (A) canceled furnished or otherwise terminatedmade available to Parent true and complete copies of all Material Contracts, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or including any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectamendments thereto.

Material Contracts. (aExcept pursuant to an acquisition permitted by Section 4.1(d) Except (i) as filed as exhibits or to employment or compensation arrangements with directors and officers, the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of businessshall not, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or shall not permit any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company to, enter into or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant amend or other provision limiting modify in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material manner materially adverse to the Company and its Subsidiaries taken as a whole; whole (xii) that any contract or agreement (A) described in clause (i) and clause (ii) of the definition of “Company Contract”, (B) containing actual or contingent obligations of the Company or its Subsidiaries secured by a lien (other than Permitted Encumbrances) in excess of $15.0 million (except as otherwise permitted by Section 4.1(l)) (C) pursuant to which the Company or any of its Subsidiaries is a license (or a covenantburdened from continuing indemnification, consent “earn out” or other rights contingent payment obligations that in each case would reasonably be expected to result in payments in excess of $5.0 million (provided, that nothing in this clause (i)(C) shall prohibit entering into customer agreements and supply agreements in the ordinary course of business consistent with past practice) or to use Intellectual Property(D) of Third Party Rights granted to under which the Company or any Subsidiary of the Company (A) on is the landlord, tenant, subtenant or occupant with respect to real property that has an exclusive basisaggregate value, (B) on a non-exclusive basis, if pursuant or involves payment by or to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of more than $1,000,000 during the fiscal year ended January 3125.0 million or (ii) any supply or sales agreement that has an aggregate value, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require involves payment by or to the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement 75.0 million on an annual basis or (z) that subjects has an aggregate value, or involves payment by or to the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other of more than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ $150.0 million for the duration of the agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(aexcept for renewal(s), whether made following reasonable advance notice to Parent, on substantially similar terms of existing contracts or not set forth in Section 4.15(a) replacements of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding existing contracts with new counterparties on the Company or the applicable Subsidiary of the Company, as the case may be, and, substantially similar terms to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectexisting contract being replaced.

Material Contracts. (a) Except (i) as All Contracts, including amendments thereto, required to be filed as exhibits an exhibit to any report of Central filed pursuant to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as Exchange Act of the date hereof, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract: (i) that is a “material contract” (as such term is defined type described in Item 601(b)(10) of Regulation S-K under the Exchange Act have been so filed as of the Exchange Actdate hereof, and no such Contract 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 clause (a) above which were filed in an unredacted form, Section 3.10(b) of the Central Disclosure Letter sets forth a correct and complete list, and Central has made available to East correct and complete copies (including all material amendments, modifications, extensions or renewals with respect thereto), of each of the following Contracts to which Central or any of the Central Subsidiaries is a party or bound as of the date hereof: (i) each Contract containing any area of mutual interest, joint bidding area, joint acquisition area, or non-compete or similar type of provision that materially restricts the ability of Central or any of the Central Subsidiaries (including East and the East Subsidiaries following the Closing) to (A) compete in any line of business or geographic area or with any Person during any period of time after the Effective Time or (B) make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets or properties; (ii) each Contract that creates, evidences, provides commitments in respect of, secures or guarantees (A) Indebtedness for borrowed money in any amount in excess of $50,000,000 or (B) other Indebtedness of Central or any of the Central Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000,000, other than agreements solely between or among Central and the Central Subsidiaries; (iii) each Contract for lease of personal property or real property (excluding Oil and Gas Leases) involving annual payments in excess of $25,000,000 or aggregate payments in excess of $50,000,000 that are not terminable without penalty or other liability to Central or any of the Central Subsidiaries (other than any ongoing obligation pursuant to such Contract that is with not caused by any such termination) within sixty (60) days, other than Contracts related to drilling rigs; (iv) each Contract involving the ten pending acquisition, swap, exchange, sale or other disposition of (10or option to purchase, acquire, swap, exchange, sell or dispose of) largest customers any Oil and Gas Properties of Central and the Company and its Central Subsidiaries during for which the fiscal year ended January 31aggregate consideration (or the fair market value of such consideration, 2024 (as determined based on revenue received from such customers during such time period) (excluding any if non-disclosure agreementscash) payable to or from Central or any Central Subsidiary exceeds $50,000,000, data processing agreements, other than Contracts involving the acquisition or sale of (or option to purchase orders or statements of work or invoices entered into sell) Hydrocarbons in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iiiv) 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 Central and/or its wholly-owned Subsidiaries and other than any customary joint operating agreements or unit agreements affecting the Oil and Gas Properties of Central or any of the Central Subsidiaries; (vii) each joint development agreement, exploration agreement, participation, farmout, farm-in or program agreement or similar Contract requiring Central or any of the Central Subsidiaries to make annual expenditures in excess of $25,000,000 or aggregate payments in excess of $60,000,000 (in each case, net to the interest of Central and the Central Subsidiaries) following the date of this Agreement, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (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 Central or any of the Central Subsidiaries or any of their respective Affiliates is subject, and, in each case, is material to the business of Central and the Central 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 Central or any of the Central 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 Central or any of the Central Subsidiaries; (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 Central 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 $15,000,000 or (2) earn out payments, contingent payments or other similar obligations to a third party, including indemnity payments, in excess of $30,000,000 in the aggregate after the date hereof; (x) any Contract (other than any other Contract otherwise covered by this Section 3.10(b)) that is with the ten creates future payment obligations (10including settlement agreements or Contracts that require any capital contributions to, or investments in, any Person) largest vendors of Central or any of the Company and its Central Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in outside the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future in each case, involving annual payments are required in excess of $5,000,000; (vi) relating to the disposition 25,000,000 or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration payments in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; 50,000,000 (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between customary joint operating agreements or unit agreements affecting the Company Oil and Gas Properties of Central or any of its wholly-owned Subsidiaries the Central Subsidiaries), or between creates or among would create an Encumbrance on any wholly-owned Subsidiaries material asset or property of Central or any of the Company); Central Subsidiaries (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a wholePermitted Encumbrances); (xi) any Contract that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) provides for midstream services to, or the sale by, Central or any of the Central Subsidiaries of Hydrocarbons (1) in excess of 15,000 gross barrels of oil equivalent of Hydrocarbons per day (calculated on an exclusive a per day yearly average basis, ) or (2) for a term greater than or equal to ten (10) years and (B) on has a non-exclusive basis, if pursuant remaining term of greater than ninety (90) days and does not allow Central or the Central Subsidiaries to which terminate it without penalty to Central or the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or Central Subsidiaries within ninety (C90) that is otherwise material to the Company and its Subsidiaries taken as a wholedays; (xii) any Contract that is provides for a Company Real Property Lease with remaining obligations “take-or-pay” clause or any similar prepayment obligation, minimum volume commitments or capacity reservation fees to a gathering, transportation or other arrangement downstream of the wellhead, or similar arrangements that otherwise guarantee or commit volumes of Hydrocarbons from Central or any Central Subsidiary’s Oil and Gas Properties, which in each case, would reasonably be expected to involve payments (including penalty or deficiency payments) in excess of $1,000,00010,000,000 during the twelve (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) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024Labor Agreement; (xiv) that is a settlement, conciliation or similar any Contract (xother than Oil and Gas Leases) pursuant to which Central or any of the Central Subsidiaries has paid amounts associated with any Governmental Authority entered into since February 1Production Burden in excess of $25,000,000 during the immediately preceding fiscal year or with respect to which Central reasonably expects that it and the Central Subsidiaries will make payments associated with any Production Burden in any of the next three (3) succeeding fiscal years that could, 2021based on current projections, exceed $25,000,000 annually or $50,000,000 in the aggregate; (yxv) any Contract which would require is between Central or any of the Company Central 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 Central’s capital stock (or any affiliates of any such Person) on the other hand involving aggregate annual payments in excess of $120,000, other than compensation arrangements with the directors on the Central Board in their capacity as such; or (xvi) each Contract or Central 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 consideration of more than $1,000,000 after the date of this Agreement dividends or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends distributions with respect to their capital stock, pay any equity securities of Indebtedness for borrowed money, obligations or liabilities from time to time owed to the Company Surviving Corporation or any of its Subsidiaries; or (xvi) is with an affiliate , make loans or other Person that would be required to be disclosed under Item 404 advances or transfer any of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiariesproperties or assets. (c) The Contracts described in the foregoing clauses (a) and (b) Each Contract of the type described above in Section 4.15(a), whether together with all exhibits and schedules to such Contracts, as amended through the date hereof or not set forth as hereafter amended in accordance with Section 4.15(a) of the Company Disclosure Schedule4.2 hereof, is are referred to herein as a “Central Material ContractContracts.” Except for ” (d) Each Central Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) Contract is valid and binding on the Company Central or the applicable Central Subsidiary of the Companyparty thereto, as the case may be, and, to the Knowledge of the CompanyCentral, each other party thereto, and (B) is in full force and effecteffect in accordance with its terms, except for (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles terminations or expirations at the end of equity and the stated term or (ii) such failures to be valid and binding or to be in full force and effect as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Central Material Adverse Effect. , in each case subject to Enforceability Exceptions. (e) Neither the Company Central nor any Subsidiary of the Company hasCentral Subsidiaries is in breach of, or default under the terms of, and, to the Knowledge of the CompanyCentral, none of the no other parties thereto have, violated party to any provision Central Material Contract is in breach of, or committed default under the terms of, any Central Material Contract, nor is any event of default (or failed similar term) continuing under any Central Material Contract, and, to perform the Knowledge of Central, there does not exist any act underevent, and no condition or omission that would constitute such a default, breach or event of default (or condition exists, which similar term) (with or without notice, whether by lapse of time or notice or both) would constitute a breach of or default under, the provisions of under any Central Material Contract, except in each case for those violationswhere such breach, acts default or event of default (or failures similar term) would reasonably be expected to act) and defaults whichhave, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Central Material Adverse Effect.

Material Contracts. (a) Except (i) as for this Agreement and the Contracts filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection Reports filed with the transactions contemplated hereby and (iii) for Company Employee Plans, as of SEC prior to the date hereofof this Agreement, neither the Company nor any Subsidiary of the no Group Company is a party to to, and no Group Company’s properties or is assets are bound by by, any Contract:of the types of Contracts listed in clauses (i) through (xi) of this Section 3.15(a) (such types of Contracts being the “Material Contracts”): (i) each Contract that is a “material contract” (as such term is defined in would be required to be filed by the Company pursuant to Item 601(b)(10) of Regulation S-K 4 of the Exchange Act)Instructions to Exhibits to the Company’s most recently filed annual report on Form 20-F; (ii) that is with the ten (10) largest customers each Contract relating to any Indebtedness or Lien in excess of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)RMB30 million; (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into each Contract in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition respect of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant joint venture, strategic cooperation or other provision limiting in any material respect the ability of the Company collaboration arrangement, joint sales or any Subsidiary of the Company to compete marketing agreement, or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiariespartnership arrangement, in each case, that is material to the business of the Group Companies taken as a whole, or (B) other agreement involving a sharing of profits, losses, costs or liabilities by any Group Company and that is material to the business of the Group Companies taken as a whole; (iv) each Contract that involves the acquisition or disposition, directly or indirectly (by merger, license or otherwise), of any securities of any person (other than a Company Share Award) or any assets that have a fair market value or purchase price of more than RMB30 million; (v) each Contract with a Governmental Authority in excess of RMB30 million; (vi) each Contract with a Major Customer or Major Supplier in excess of RMB30 million; (vii) each Contract with a sales representative or distributor with expected aggregate annual payments by or to the Company or any of its SubsidiariesSubsidiaries in excess of RMB30 million; (viii) each Contract (including any distribution agreements) that limits, or purports to limit, the ability of any Group Company to compete in any line of business in any geographic area or during any period of time in a manner that is material to the Group Companies, taken as a whole, or any Contract that grants any exclusive rights to any third party (including any exclusive license or exclusive distribution or usage arrangements) if such Contract, exclusive rights or restrictions resulting therefrom are material to the Group Companies, taken as a whole; (viiiix) each Contract in excess of RMB1,000,000 between any Group Company, on the one hand, and any directors or officers of any Group Company or their immediate family members or shareholders (other than the Chairman Parties) of any Group Company holding more than 5% of the voting securities of any Group Company, on the other hand, under which there are material rights or obligations outstanding; (x) each Contract providing for any earn-out or similar payment payable by any Group Company to any person (other than to another Group Company) in excess of RMB4 million; (xi) each Contract involving payments by the Company or any of its Subsidiaries in excess of RMB30 million in the aggregate under each Contract; (xii) each Contract relating to any capital expenditure or evidencing indebtedness for borrowed money, debt securities, warrants any disbursement Contract with a contract value exceeding RMB30 million; (xiii) each share or stock redemption or purchase or other rights Contract affecting or relating to acquire any debt securities, the share capital of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries Subsidiaries, including each Contract with any shareholder of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a wholewhich includes anti-dilution rights, voting arrangements or operating covenants; (xixiv) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from each Contract under which the Company or any of its Subsidiaries recognized revenues in excess has granted any Person any registration rights, or any right of $1,000,000 during first refusal, first offer or first negotiation with respect to any Ordinary Shares or securities of any Subsidiaries of the fiscal year ended January 31, 2024;Company; and (xivxv) each Contract that is contains a settlementput, conciliation call or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) right pursuant to which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would could be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether purchase or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Companysell, as the case may beapplicable, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of any equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions interests of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectPerson.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement, the Confidentiality Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract: (i) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act)SEC) to the Company; (ii) that is with which constitutes a contract or commitment relating to indebtedness for borrowed money or the ten deferred purchase price of property (10in either case, whether incurred, assumed, guaranteed or secured by any asset) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (viiii) relating which purports to the disposition limit or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting restrict in any material respect (A) the ability of the Company or any Subsidiary of its Subsidiaries to solicit customers or (B) the Company to compete or engage manner in any which, the line of business in which or to compete with the localities in which, all or any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability portion of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation business of the Company and its Subsidiaries, in each caseincluding, that is material to following consummation of the Company transactions contemplated by this Agreement, Parent and its Subsidiaries, taken as a wholecompetes or would compete; (viiiiv) relating to which would prohibit or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, materially delay the consummation of the Company Offer, the Merger or any Subsidiary of the Company, other transactions contemplated hereby or any guarantee by otherwise materially impair the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary ability of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and perform its Subsidiaries taken as a wholeobligations hereunder; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (yv) which would require the Company or any of its Subsidiaries to pay consideration purchase or procure goods and/or services of more than $1,000,000 after 10,000,000 over the date remaining term of this Agreement such contract (“Supplier Long-Term Agreements”) or that is an agreement for the sale of goods to the Company’s top ten customers based on revenue for the twelve-month period ending on the Balance Sheet Date (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions“Customer Long-Term Agreements”); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except Other than (i) as filed as exhibits to the Company SEC DocumentsReal Property Leases, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and Company Plans, (iii) for Company Employee PlansContracts listed on Schedule 4.16(a) and 4.16(b) and (iv) Intellectual Property Licenses, Schedule 4.11(a) lists, as of the date hereof, neither all of the Company nor any Subsidiary of following executory contracts to which the Company is a party or by which its assets are bound (the "Material Contracts"): (1) individual Contracts with customers with respect to which the Company billed more than $100,000 during 1999; (2) any individual Contract which is an exclusive dealing, requirements or take or pay agreement involving expenditures in excess of $50,000 during 1998; (3) Contracts not listed or required to be listed pursuant to Section 4.11(a)(2) which provide for aggregate future annual payments by the Company of more than $100,000, except for purchase orders or sales orders arising in the ordinary and usual course of business, in which case they are listed only if any party thereto is bound obligated to make payments pursuant thereto aggregating more than $200,000; (4) Contracts which establish a partnership, joint venture, material agency or other similar arrangement; (5) any Contract which relates to indebtedness for borrowed money in excess of $50,000 or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Actasset); (ii6) any Contract which provides for future payments that is with the ten (10) largest customers are conditioned on or result from, in whole or in part, a change of control of the Company or a change of management of the Company; (7) any Contract which relates to marketing, sales or advertising and its Subsidiaries during provides for aggregate future payments of more than $100,000; (8) any Contract under which the fiscal year ended January 31Company has guaranteed the obligations of any Person, 2024 agreed to indemnify any Person (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into other than in the ordinary course of business), and other similar Contracts that are ancillary or agreed to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)share Tax liability with any Person; (iii9) that is with any Contract which relates to the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors acquisition by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all of the capital stock or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligationsanother Person; (vii10) containing (A) a covenant or other provision limiting in any material respect Contract which restricts the ability of the Company or any Subsidiary right of the Company to compete or engage in any line of business or to compete way with any other Person, or which contains covenants pursuant to which any non-natural Person has agreed not to compete, or otherwise restricts a non-natural Person's ability to engage freely, in any geographic area, part of the Company Business; (11) any Contract not disclosed herein or not otherwise required to be disclosed pursuant to this Schedule 4.11 which provides for annual payments in excess of $100,000 which extends more than a year from the date hereof and is not cancelable by the Company on 30 days' written notice without penalty; (12) any Contract which provides for the sale or lease after the date hereof of any of the assets of the Company other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, ; and (B13) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of any Contract which binds the Company to make payments to any director or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary former director of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, Schedule 5.14 sets forth a correct list as of the date hereof, neither hereof of all of the Company nor Contracts of the following types to which any Subsidiary of the Company Entities is a party to or by which any of the Company Entities or their respective properties or assets is bound by any Contractor receives a benefit under: (ia) that is all Contracts providing for a “merger, consolidation, acquisition or sale of all or a material contract” (to the Company Entities, taken as such term is defined in Item 601(b)(10a whole) of Regulation S-K portion of the Exchange Actassets of, or other extraordinary transaction in respect of, any Company Entity with or to any other Person, or any material capital investment in any Person, in each case entered into since January 1, 2017 or pursuant to which any Company Entity has any ongoing indemnification or other similar surviving obligations; (b) any Contract (other than purchase orders or sales orders) entered into with a customer or supplier which involves the payment or receipt of an amount in excess of Five Million Dollars ($5,000,000) per annum (measured by the trailing (12) month period ending on the Interim Balance Sheet Date) and which cannot be terminated within ninety (90) days; (c) for the purchase of materials, supplies, goods, services, equipment or other assets, which is with a Material Supplier (other than purchase orders); (iid) that for the sale or license by a Company Entity of materials, supplies, goods, services, equipment or other assets, which is with the ten a Material Customer (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiariesthan sales orders); (iiie) that is with the ten (101) largest vendors requires a Company Entity to purchase its total requirements of the Company and its Subsidiaries during the fiscal year ended January 31any product or service from a third party or that contains “take or pay” provisions, 2024 (as determined based on cost of goods and services paid 2) contains a “most-favored-nation” clause or similar term that provides preferential pricing or treatment to such vendors by the Company during such time periodany third party, (3) (excluding contains any non-disclosure agreements, data processing agreements, purchase orders competition or statements non-solicitation covenant by a Company Entity in favor of work another Person or invoices entered into in otherwise limits the ordinary course freedom of business, and other similar Contracts that are ancillary a Company Entity to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business in any area or to compete with (4) grants any Person in any geographic areaan option or a first refusal, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar preferential right to purchase or acquire any assets of any Company Entity; (f) that limits is with a Governmental Authority; (g) that is between a Company Entity, on the ability one hand, and any Related Party or EIS, on the other hand (each, an “Affiliate Agreement”); (h) any credit agreement, loan agreement or indenture relating to Indebtedness of a Company Entity; (i) any Contract under which the Company Entities have permitted any material asset to become encumbered by a Lien (other than a Permitted Lien); (j) that provides for, directly or indirectly, the establishment or operation or a partnership or joint venture, or otherwise involves a sharing of profits, losses, costs or liabilities with any Person; (k) pursuant to which a Company Entity effected any compromise or settlement of any Proceeding since the Interim Balance Sheet Date; (l) the primary purposes of which is the indemnification of any other Person by a Company Entity; (m) that provides for a retention, severance, change in control or sale bonus payment in excess of One Hundred Thousand Dollars ($100,000) (or would provide for such bonus subject to the satisfaction of any conditions or contingencies) and any Company Retention Bonus Agreements; (n) (A) that is a written Contract for the employment of any Employee located outside of the Company United States (i) with annual base salary and target annual cash bonus in excess of $150,000; (ii) that is not terminable at will or any upon notice of its Subsidiaries sixty (60) days or less for a cost (exclusive of costs arising prior to sell, transfer, pledge or otherwise dispose termination) of assets, rights or properties less than $200,000; or (Diii) that would result in any payments to such person upon consummation or solely as a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation result of the Merger; (B) that is a written Contract for the employment of any Employee located in the United States (x) with an annual base salary in excess of $150,000; (y) that is not terminable at will; or (z) that would result in any payments to such individual upon the consummation or as a result of the Merger (either alone or in combination with another event); (o) any Contract providing for a license to a Company and its SubsidiariesEntity of Company Licensed Intellectual Property (other than licenses of commercially available Software licensed under a click-wrap or shrink-wrap license or subscription agreement, in each case, that is material to on a non-exclusive basis and having an annual license, subscription or maintenance fee of $250,000 or less in the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Companyaggregate); (ixp) any hedging, swap, derivativelease or agreement under which a Company Entity is lessee of, or similar Contractholds or operates any personal property owned by any other party, for which the annual rent exceeds $250,000; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (Bq) pursuant to which a Company Entity has made or may make a capital investment in, loan to, acquisition or divestiture of the Equity Interests or assets of, any Person, or the acquisition or divestiture of any business or third Person; and (r) any Contract providing for a license by a Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess Entity of $1,000,000, Company Owned Intellectual Property to a third party (other than non-exclusive licenses granted to a Company Entity’s, resellers and end-user customers in connection with the sale, distribution or use of a Company Entity’s products and services in the ordinary course of business). The Company has provided to Purchaser a true and complete copy (or, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities oral Contract, a written summary of the Company material terms and conditions of such oral Contract) of each Contract set forth or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(aon Schedule 5.14 (including all amendments, modifications, exhibits and schedules) of (collectively with the Company Disclosure ScheduleReal Property Leases, is referred to herein as a the “Material Contract.” Except for Contracts”). Each Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) Contract is in full force and effecteffect and constitutes a legal, except (i) as may be limited by bankruptcyvalid, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles binding obligation of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Entity, and to the Company’s Knowledge, the other party or parties thereto, enforceable against such Company Entity, and to the Company’s Knowledge, such other party or parties in accordance with its terms, subject to the Enforceability Limitations. The Company Entities have performed or complied with all material covenants and obligations under each Material Adverse Effect. Neither Contract, and neither the Company nor any Subsidiary of the Company has, andEntities nor, to the Knowledge of the Company’s Knowledge, none of the any other parties thereto have, violated any provision ofparty to a Material Contract is in, or committed is alleged to be in, material breach of or failed to perform any act underdefault under such Material Contract, and no nor has there occurred an event or condition exists, which (that with or without notice, lapse the passage of time or giving of notice (or both) would constitute such a material breach of or default underby a Company Entity or to the Company’s Knowledge, the provisions of any other party to such Material Contract, except in each case for those violations, acts (or failures . No party to act) and defaults which, individually or in the aggregate, would not reasonably be expected a Material Contract has provided notice to have a Company Material Adverse Effect and, as of February 1, 2021, Entity that it plans to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to terminate any Material Contract has (A) canceled or otherwise terminatedor, or threatened if in writing (or to cancel or otherwise to terminatethe Company’s Knowledge, oral), materially reduce its relationship business with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectEntities.

Material Contracts. (a) Except (iSchedule 5.13(a) as filed as exhibits sets forth all of the following Contracts to which the Company SEC Documents, (ii) for this Agreement and or any of the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, Subsidiaries is a party or by which any of them is bound as of the date of this Agreement (collectively and together with any Contracts entered into prior to the Closing in accordance with Section 8.2(b)(xiv) hereof, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract:“Material Contracts”): (i) that is a “material contract” (as such term is defined in Item 601(b)(10) Contracts with any Seller or any current officer, director or other Affiliate of Regulation S-K any Seller, the Company or any of the Exchange Act)Subsidiaries or any family member of any such Person; (ii) that is Contracts with the ten (10) largest customers any labor union or association representing any employee of the Company or any of the Subsidiaries and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders written employment or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)severance agreement; (iii) that is with Contracts for the ten (10) largest vendors sale of any material Assets of the Company and its or any of the Subsidiaries during (other than the fiscal year ended January 31, 2024 (as determined based on cost sale of finished goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into inventory in the ordinary course Ordinary Course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the CompanyBusiness); (iv) that is a Government ContractContracts relating to any acquisition to be made by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person (or all or any material portion of the Assets of any business, business unit, facility or Person); (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) Contracts relating to the disposition incurrence of Indebtedness or acquisition the making of any business, equity, or all or substantially all of the assets of loans to any other Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of Subsidiaries; (vi) Contracts which the ordinary course of business pursuant Company reasonably anticipates will involve the expenditure by or to which the Company or its Subsidiaries have material continuing obligationsof more than $250,000 in the aggregate or require performance by any party more than one year from the date hereof; (vii) containing (A) any sale and leaseback agreement covering a covenant or other provision limiting in any material respect the ability of the Company Asset or any Subsidiary Contract governing any business arrangement of this nature involving a material Asset; (viii) any Contract containing covenants limiting the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability freedom of the Company or any of its Subsidiaries to sell, transfer, pledge engage in any line of business or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire compete with any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company)Person; (ix) any hedgingmaterial distribution, swapfranchise, derivativelicense, sales, commission, consulting agency or similar Contractadvertising Contract which (A) involves annual payments, in excess of $50,000 or (B) is not cancelable on thirty (30) calendar days’ notice without payment or penalty; (x) any licensing agreement or other Contract relating to Intellectual Property Rights that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary operation of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities business of the Company or any of its Subsidiaries as conducted as of the date of this Agreement; (xi) any joint venture Contract, partnership agreement, limited liability company agreement or relating to dispositionother Contract (however named) involving a sharing of profits, voting losses, costs, or dividends liabilities by the Company or any of its Subsidiaries with any other Person; (xii) any Contract providing for capital expenditures after the date hereof in an amount in excess of $100,000 individually or in the aggregate; (xiii) any material written warranty, guaranty or other similar undertaking with respect to contractual performance extended by the Company or any equity securities of its Subsidiaries other than in the Ordinary Course of Business; (xiv) any Contract with “take or pay” provisions, or “requirements” provisions committing a Person to provide the quantity of goods or services required by another Person which the Company reasonably anticipates will involve aggregate payments by or to the Company or any of its Subsidiaries of more than $500,000; (xv) any Contract with any foreign sales agents; (xvi) any Contract with a customer of the Company or any of its SubsidiariesSubsidiaries that provides for pay-on-scan payment terms; orand (xvixvii) is with any material agency agreement including without limitation material export agency agreements. In addition to the Contracts described in clauses (i) – (xvii) above, the defined term “Material Contract” shall also include all unfulfilled purchase orders (or any series of related purchase orders) involving the purchase or sale of products or services by the Company having an affiliate aggregate value equal to or other Person that would greater than $500,000, which purchase orders shall not be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiariesdescribed or listed in Schedule 5.13(a). (b) Each Contract of the type described above in Section 4.15(aExcept as set forth on Schedule 5.13(b), whether neither the Company nor any Subsidiary is in material breach or not set forth in Section 4.15(a) violation of, or default under, any Material Contract, nor has the Company or any Subsidiary received any written notice of, nor does the Company have any Knowledge of, any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, nor, to the Knowledge of the Company Disclosure Scheduleor the Sellers, is referred any other party to herein as a “any Material Contract in breach of or default thereunder (other than in the case of purchase orders issued to the Company for the failure by any third party to pay any amount due and owing thereunder). No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no party has given written notice of any material dispute with respect to any Material Contract.” Except for Material Contracts that have expired or terminated by their terms. The Company has made available to Purchaser true, correct and complete copies of all of the Material Contracts are Contracts, together with all amendments, modifications or supplements thereto. Except as set forth in Schedule 5.13(b), each Material Contract is in full force and effect (Aand will remain in full force and effect upon consummation of the transactions contemplated by this Agreement) and (i) is a valid and binding on agreement of the Company or the applicable Subsidiary of the Companywhich is a party thereto, as the case may be, and, enforceable against such Company or Subsidiary in accordance with its terms and (ii) to the Knowledge of the Company, is a valid agreement of each other party thereto, and (B) enforceable against such party in full force and effectaccordance with its terms, except (i) as in each case where enforceability may be limited by bankruptcy, insolvency, moratorium and insolvency or other similar Applicable Law laws affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, except where enforceability is subject to the Knowledge application of the Companyequitable principles or remedies. Except as specifically noted in Schedule 5.13(b), none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions consent of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty party to any Material Contract has (A) canceled or otherwise terminated, or threatened is required in writing to cancel or otherwise to terminate, its relationship connection with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materiallyexecution, the amount delivery and performance of business that any such counterparty presently engages in or presently conducts with this Agreement by the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectthe Sellers or the consummation of the transactions contemplated by this Agreement.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) except for any Company Real Property Leases, Company Employee PlansBenefit Plans and insurance policies or contracts pursuant to which any Group Company ceded or assumed insurance or reinsurance, as of the date hereofOriginal Agreement Date, neither the Company nor any Subsidiary of the no Group Company is a party to or is bound by any Contractany: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act)agreements with Governmental Entities; (ii) agreements that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders limit or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary purport to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect limit the ability of the Company or any Subsidiary of the Group Company to compete or engage in any line of business or to compete with any other Person or in any geographic areaarea or during any period of time; (iii) joint venture, partnership, strategic alliance and business acquisition or divestiture agreements; (iv) agreements to which an Affiliate of any Group Company is a party (other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the agreements solely among one Group Company and its Subsidiariesone or more other Group Companies); (v) agreements relating to issuances of securities of any Group Company; (vi) agreements or indentures relating to Indebtedness or undrawn letters of credit; (vii) leases or agreements under which any Group Company is the lessee of or holds or operates any tangible property, in each caseowned by any other Person, that is material to except for any lease or agreement under which the Company and its Subsidiaries, taken as a wholeaggregate annual rental payments do not exceed $500,000; (viii) relating leases or agreements under which any Group Company is the lessor of or permits any third party to hold or evidencing indebtedness operate any tangible property, owned or controlled by the Company, except for borrowed money, debt securities, warrants any lease or other rights agreement under which the aggregate annual rental payments do not exceed $500,000; (ix) contracts that relates to acquire any debt securities, material disposition or acquisition of the Company assets or properties by any Subsidiary of the Group Company, or any merger, amalgamation or business combination with respect to any Group Company; (x) material agreements containing most favored nations or most favored customer provisions or non-competition or non-solicitation covenants (other than employee non-competition and non-solicitation covenants); (xi) contracts that provide for the guarantee by the Company or of its Subsidiaries of the obligations any liability of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the other than a Group Company); (ixxii) any hedgingother contracts that involves the expenditure, swap, derivative, payment or similar Contract; (x) that receipt of more than $500,000 in the aggregate and is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted not terminable by the Company without penalty on notice of 90 days or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000less; (xiii) that involves a any material joint venture, profit sharing, partnership capital maintenance or similar agreement from agreements pursuant to which the any Group Company has agreed to contribute capital or surplus to any other Group Company or to any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024;third party under specified circumstances and/or maintain such Group Company or third party’s capital or surplus at specified levels; and (xiv) contracts that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries grant binding authority to any material ongoing requirements or restrictions insurance agent of a Group Company (other than ordinary course confidentiality requirements or restrictionscollectively, with subsections (i) through (xiii); (xv) any stockholders’ agreement, proxyand together with Company Real Property Leases, voting trust agreement or registration rights agreement or similar agreementsCompany Employee Benefit Plans, arrangements or commitments relating to any equity securities of Group Company IP Agreements, Company Reinsurance Agreements and Company Agent Contracts, the “Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned SubsidiariesMaterial Contracts”). (b) The Company has provided to Parent correct and complete copies of all Company Material Contracts, including any amendments thereto. Each Company Material Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Group Company, as the case may be, in full force and effect and enforceable in accordance with its terms against such Group Company and, to the Knowledge knowledge of the Company, each other party thereto, and thereto (B) in full force and effect, except (i) as may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Applicable Law Laws affecting generally the enforcement of creditors’ rights generally and by subject to general principles of equity and equity). During the past two (ii2) as would notyears, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Group Company has received written notice of any event or condition that constitutes, or, after notice or lapse of the foregoingtime or both, will constitute, any default under or any cancellation of any Company Material Contract, except for defaults that have not been or reasonably would not be expected to be material to any Group Company party to such Company Material Contract. To the Knowledge knowledge of the Company, since February 1there are no events or conditions which constitute, 2021or, after notice or lapse of time or both, will constitute, a default on the part of any party under any Company Material Contract or result in the termination of, or cause or permit the acceleration or other modification of any right or obligation or the loss of any benefit thereunder, and no Group Company or, to the knowledge of the Company, any third party has violated any provision of, or failed to perform any obligation required under the provisions of any Company Material Contract, except for defaults, violations or failures that have not been or reasonably would not be expected to be material to any Group Company party to such Company Material Contract. No Group Company that is party to any Company Material Contract and, to the knowledge of the Company, no counterparty to under any Company Material Contract has (A) canceled is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereunder shall constitute a default under, give rise to cancellation rights under, or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with adversely affect any of the material rights of any Group Company or under any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectContract.

Material Contracts. (a) Except for Contracts set forth in Section 3.11(a) of the Holdings Disclosure Schedule (i) as filed as exhibits collectively, the "Material Contracts"), neither Holdings (with respect to the Company SEC Documents, (iiBusiness) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary of the Transferred Company is a party to or is bound by any Contractby: (i) any Contract that is provides for payment to a “material contract” (as such term is defined Transferred Company for the performance of services in Item 601(b)(10) an amount in excess of Regulation S-K of the Exchange Act)$1,000,000 annually; (ii) that is with any Contract to be performed relating to capital expenditures (other than those provided for in the ten (10) largest customers Capital Expenditure Plans of the Company and its Subsidiaries during Business for 1999) in excess of $500,000 in any calendar year, or in the fiscal year ended January 31aggregate require expenditures in excess of $2,000,000; (iii) any Contract not entered into the ordinary course of business, 2024 requiring payments by or to the Transferred Companies in excess of $1,000,000; (as determined based on revenue received from such customers during such time periodiv) any Contract which contains restrictions with respect to payment of dividends or any other distribution in respect of the capital stock of a Transferred Company; (v) any Contract relating to indebtedness for borrowed money in an amount in excess of $1,000,000 (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into trade payables in the ordinary course of business, intercompany indebtedness and leases for telephones, copy machines, facsimile machines and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiariesoffice equipment); (iiivi) that is with the ten any lease (10or sublease) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors Real Property requiring payments by the Company during such time periodTransferred Companies in an amount in excess of $1,000,000 annually; (vii) any loan or advance to (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into other than advances to employees in the ordinary course of businessbusiness in amounts not exceeding $1,000,000 in the aggregate), or investment in (other than investments in any Transferred Company), any Person, or any Contract relating to the making of any such loan, advance or investment; (viii) any guarantee in respect of any indebtedness or obligation of any Person in an amount in excess of $1,000,000 (other than in the ordinary course of business and other similar Contracts that are ancillary than with respect to Contracts pursuant to which cost any indebtedness or obligation of goods and services is paid or payable by the any Transferred Company); (ivix) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect Contract limiting the ability of the Company or any Subsidiary of the Transferred Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar ContractPerson; (x) that is a license (any material amendment, modification or a covenant, consent or other rights supplement in or to use Intellectual Property) granted by the Company or respect of any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiariesforegoing. (b) Each Contract of the type described above in Section 4.15(a), whether or not Except as set forth in Section 4.15(a3.12(b) of the Company Holdings Disclosure Schedule, : (i) there is referred to herein as a “no pending default under or breach of any Material Contract.” Except for Material Contracts that have expired Contract by Holdings or terminated by their terms, all of the Material Contracts are (A) valid and binding on the any Transferred Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition existshas occurred that, which (with or without notice, the lapse of time or the giving of notice or both) , would constitute a default thereunder by Holdings or any Transferred Company party thereto, in any such case in which such default, breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults whichevent, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectEffect on the Business; and (ii) no party to any such Material Contract has given written notice to Holdings or any Transferred Company of, or made a written claim against Holdings or any Transferred Company with respect to, any breach or default thereunder, in any such case, in which such breach or default, individually or in the aggregate, would have a Material Adverse Effect on the Business.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as As of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company is and its Subsidiaries are not a party to or is bound by any Contract: (i) that is would be required to be filed by the Company as a “material contract” (as such term is defined in contract pursuant to Item 601(b)(10) of Regulation S-K of the Exchange Act)SEC; (ii) that is or creates a Partnership with the ten (10) largest customers of any other Person that is material to the Company and its Subsidiaries, taken as a whole, or that relates to the formation, operation, management or control of any such Partnership; (iii) that (A) is an indenture, credit agreement, loan agreement, security agreement, guarantee of, note, mortgage or other agreement providing for indebtedness (including obligations under any capitalized leases) in excess of $1,500,000 (other than agreements between the Company and any wholly owned Subsidiary or between wholly owned Subsidiaries) or pursuant to which the Company or any of its Subsidiaries during guarantees any such indebtedness of any other Person (other than the fiscal year ended January 31Company or another wholly owned Subsidiary), 2024 (B) materially restricts the Company’s ability to incur indebtedness or guarantee the indebtedness of others, (C) grants a Lien (other than a Permitted Lien) or restricts the granting of Liens on any property or asset of the Company or its Subsidiaries that is material to the Company and its Subsidiaries, taken as determined based on revenue received from such customers during such time perioda whole, or (D) (excluding any non-disclosure agreementsis an interest rate derivative, data processing agreements, purchase orders currency derivative or statements of work or invoices other hedging contract other than foreign currency cash flow ▇▇▇▇▇▇ entered into in the ordinary course of business, business and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (classified as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company)cash flow ▇▇▇▇▇▇ for accounting purposes; (iv) that is a Government ContractContract (other than this Agreement) for the acquisition of any corporation, partnership or limited liability company or business, or sale of any of its Subsidiaries or businesses after the date hereof, in each case with a fair market value or purchase price (including assumption of debt) in excess of $5,000,000 (other than (x) in the ordinary course of business or (y) intercompany agreements); (v) evidencing that is a capital expenditure Contract (including any Contract providing for the outsourcing, contract manufacturing, testing, assembly or fabrication (as applicable of any products, technology or services of the Company or any of its Subsidiaries)) under which future the Company and its Subsidiaries have made or received payments are required in excess of $5,000,0001,000,000 in the fiscal year ended December 28, 2013, the fiscal year ended December 27, 2014, or the two quarter period ended June 27, 2015; (vi) relating that is a dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar Contract under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for the disposition or acquisition of any business, equity, or all or substantially all Company Products (A) with a third party that is one of the assets of any Person for aggregate consideration Company’s top twenty (20) customers by revenue in fiscal year 2014 or 2015 or (B) under which the Company and its Subsidiaries have made or received payments in excess of $5,000,000 1,000,000 in the fiscal year ended December 28, 2013, the fiscal year ended December 27, 2014, or the two quarter period ended June 27, 2015; (vii) with respect to the acquisition or disposition of any corporation, partnership, limited liability company or business (whether by merger, amalgamation, consolidation or other business combination, sale of assets, sale of capital stock, tender offer, exchange offer, or similar transaction) pursuant to which the Company or any of its Subsidiaries outside has (A) material continuing indemnification obligations (and was entered into after March 1, 2005), or (B) any “earn-out” or similar contingent payment obligations in excess of $5,000,000 (other than any Contract that provides solely for the acquisition of inventory, raw materials or equipment in the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligationscourse); (viiviii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) that contains a right of first refusal refusal, first offer, or right of first offer negotiation, or similar right that limits the ability of the Company a call or put right, with respect to any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, asset that is material to the Company and its Subsidiaries, taken as a whole; (viiiix) relating to that prohibits or evidencing indebtedness for borrowed money, debt securities, warrants restricts the payment of dividends or other rights to acquire any debt securities, of the Company or any Subsidiary distributions in respect of the Company, ’s shares or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contractcapital stock; (x) that is a license (purchase or a covenant, consent sale agreement with any Significant Customer or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to Significant Supplier under which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a wholehave made or received payments in excess of $1,000,000 in the fiscal year ended December 28, 2013, the fiscal year ended December 27, 2014, or the two quarter period ended June 27, 2015; (xi) that is a license under which (or a covenant, consent or A) any person (other rights in or to use Intellectual Property) of Third Party Rights granted to than the Company or any Subsidiary of the Company (Aits wholly owned Subsidiaries) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which is guaranteeing any liabilities or obligations of the Company or any Subsidiary made payments during the fiscal year ended January 31of its Subsidiaries, 2024 in excess of $1,000,000, and/or or (CB) that is otherwise material to the Company and or any of its Subsidiaries taken as a wholehas “take-or-pay” obligations; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s or its Subsidiaries’ respective directors or officers or stockholders who own five percent (5%) or more of the Company Common Stock, other than (A) any Benefit Plan or any other employee agreements or arrangements, (B) transactions conducted on an arms’ length basis or (C) any agreements with consideration of less than $200,000; (xiii) providing for the creation or imposition of any Lien, other than a Permitted Lien, with respect to any assets (including Intellectual Property or other intangible assets) material to the conduct of the business of the Company and its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31as currently conducted, 2024taken as a whole; (xiv) that is a settlement, conciliation or similar Contract agreement (x) with any Governmental Authority entered into since February 1Entity which (A) materially restricts or imposes material obligations upon the Company or its Subsidiaries, 2021or (B) materially disrupts the business of the Company and its Subsidiaries as currently conducted, or (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 2,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions);Agreement; or (xv) with any stockholders’ agreementGovernmental Entity, proxyor for the purpose of fulfilling a Contract or order from any Governmental Entity as the ultimate customer, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating that is material to any equity securities the conduct of the Company or any business of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. Subsidiaries as currently conducted, taken as a whole. Each such Contract described in clauses (bi)-(xv) Each Contract of the type described above in or Section 4.15(a4.8(c), whether or not set forth in Section 4.15(a) of the together with each material Company Disclosure ScheduleLicense-In Agreement, is referred to herein as a “Material Contract”.” (b) Except for as would not reasonably be expected to have, individually or in the aggregate, a Company Material Contracts that have expired or terminated by their termsAdverse Effect, all of the (i) each Material Contracts are (A) valid and binding on Contract is enforceable against the Company or the applicable Subsidiary of the Company, as the case may be, in accordance with its terms and, to the Knowledge of the Company, each other party thereto, and (B) is in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity effect and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of or its Subsidiaries, on the Company hasone hand, and, to the Knowledge of the Company, none of the each other parties thereto have, violated any provision of, or committed or failed party to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any each Material Contract, except in each case for those violationson the other hand, acts (or failures have performed all obligations required to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company performed by it under such Material Adverse Effect Contract and, as of February 1, 2021, to the Knowledge of the Company, neither no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, (A) constitute such a violation or breach, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (c) As of the date of this Agreement, the Company nor is not a party to or bound by any Subsidiary Contract that (i) contains any provisions materially restricting the right of the Company has received written notice or any of its Subsidiaries (A) to compete or transact in any business or with any Person or in any geographic area, or (B) to acquire any material product or other asset or service from any other Person; (ii) grants exclusive rights to license, market, sell or deliver any Company Product; or (iii) contains any “most favored nation” or similar provisions in favor of the other party and relates (or would reasonably be expected to relate) to payments in excess of $1,000,000 in any of fiscal years 2014, 2015 or 2016. (d) (x) There are no licenses granted to third parties under any of the foregoing. To Contracts set forth in Section 4.8(d)(i), Section 4.8(d)(ii) or Section 4.8(d)(iii) of the Company Disclosure Schedule (collectively, the “Specified Contracts”), and (y) to the Knowledge of the Company, since February 1there are no other Contracts to which the Company or its Subsidiaries is a party, 2021in the case of clause (x) or (y), no counterparty to that would, as a result of the change of control of the Company contemplated by this Agreement, the Closing or the fact of Parent or any Material Contract has of its Affiliates (Aother than the Company or its Subsidiaries) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with becoming an Affiliate of the Company or any Subsidiary of its Subsidiaries, grant to any third party a license or right to a license with respect to Parent’s or its Affiliates’ (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with excluding the Company and its Subsidiaries other thanSubsidiaries) Intellectual Property following the Closing, in each case, case except as would not reasonably be expected to have a Material Adverse Effectmaterially adversely impact Parent and its Affiliates’ (excluding the Company and its Subsidiaries) business.

Material Contracts. (a) Except (i) as filed as exhibits to Section 6.1(A)(t)(i) of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, Allergan Disclosure Schedule sets forth a list as of the date hereof, neither the Company nor any Subsidiary of this Agreement of each of the Company is a party to or is bound by following Contracts (other than any Contract: (iAllergan Benefit Plan) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company Allergan or any of its Subsidiaries outside is a party or by which it is bound (each such Contract required to be so listed, and each of the ordinary course following types of business Contracts (other than any Allergan Benefit Plan) described below to which Allergan or any of its Subsidiaries becomes a party or by which it otherwise becomes bound after the date of this Agreement, an “Allergan Material Contract”): (A) each (i) acquisition or divestiture Contract (including any Contracts pursuant to which any member of the Company Allergan Group has transferred or its Subsidiaries have material continuing obligations; agreed to transfer ownership of any Intellectual Property) and (viiii) containing license (Aincluding any in-license or out-license and any sublicense), collaboration agreement or similar or equivalent Contract, that, in the case of each of clauses (i) and (ii), (x) has a covenant maximum potential value (or which otherwise requires the receipt or making of payments) in excess of $100 million (including pursuant to any “earn-out,” contingent value rights, milestone payments, license fees, royalty payments, development costs or other provision limiting in any material respect the ability of the Company contingent payment or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of businessvalue obligations), (By) “most favored nation”, “exclusivity” or similar provisions, (C) a right involves the issuance of first refusal or right any Equity Securities of first offer or similar right that limits the ability of the Company Allergan or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after following the date of this Agreement or (z) grants to any Person (other than any member of the Allergan Group) any right of first refusal, right of first negotiation, right of first offer, option to purchase, option to license, or any other similar rights with respect to any Allergan Product or any material Intellectual Property of Allergan; (B) any Contract with any Governmental Entity that subjects is material to Allergan and its Subsidiaries, taken as a whole, and involving or that would reasonably be expected to involve payments to or from any Governmental Entity in an amount having a maximum potential value in excess of $100 million; (C) any Contract that (x) limits or purports to limit, in any material respect, the Company freedom of Allergan or any of its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material ongoing requirements respect, the freedom of AbbVie or any of its Affiliates to take such actions after the Effective Time, (y) contains exclusivity or “most favored nation” obligations or restrictions (other than ordinary course confidentiality requirements that restrict or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating purport to any equity securities of the Company restrict Allergan or any of its Subsidiaries in any material respect or that would so limit or purport to limit AbbVie or any of its Affiliates after the Effective Time, (z) contains any other provisions materially restricting or purporting to materially restrict the ability of Allergan or any of its Subsidiaries to sell, market, distribute, promote, manufacture, develop, commercialize, test or research any Allergan Products through third parties or that would so limit or purport to limit AbbVie or any of its Affiliates after the Effective Time; (D) any Contract relating to dispositionthird party indebtedness for borrowed money in excess of $100 million (whether incurred, voting assumed, guaranteed or dividends with respect to secured by any equity securities asset) of the Company Allergan or any of its Subsidiaries; or; (xviE) is with an affiliate any Contract restricting Allergan or any of its Subsidiaries from (x) the payment of dividends (y) the making of distributions to shareholders or (z) the ability to repurchase or redeem Equity Securities; (F) any joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization, research, development or other Person that would be required similar agreement, which is material to be disclosed under Item 404 the Allergan Group, taken as a whole; (G) any Contracts or other transactions with any (A) executive officer or director of Regulation S-K Allergan, or (B) affiliate (as such term is defined in Rule 12b-2 promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.associates” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice members of any of the foregoing. To the Knowledge their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Company, since February 1, 2021, no counterparty to any Material Contract has (AExchange Act) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in executive officer, director or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.beneficial owner;

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as set forth on Section 3.16 of the date hereofDisclosure Schedule, neither the Company nor any Subsidiary of the Company its Subsidiaries is a party to or is bound by any Contract: any: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); collective bargaining agreement or contract with any labor union; (ii) that bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase, stock option, stock appreciation or similar plan; (iv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis involving an annual compensation commitment by the Company or a Subsidiary in excess of $200,000; (v) agreement or indenture relating to the borrowing of money in excess of $1,000,000 or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien (as defined herein)) on any material portion of the Company's assets; (vi) guaranty of any obligation for borrowed money in excess of $1,000,000; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $250,000, (viii) contract or group of related contracts with the ten same party for the purchase of inventories, supplies or services, under which the undelivered balance of such inventories, supplies or services has a selling price in excess of $1,000,000; (10ix) largest customers contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $1,000,000; (x) agreement pertaining to Intellectual Property (as hereinafter defined) including, license agreements or similar arrangements; or (xi) contract which prohibits or materially limits the Company or a Subsidiary in any material respect from freely engaging in business in the United States or anywhere else in the world (all such contracts and agreements, "Material Contracts"). The Company has provided or made available to ICS (i) true and complete copies of all written Material Contracts, or (ii) with respect to such Material Contracts that have not been reduced to writing, a written description thereof, each of which is listed on Section 3.16 of the Disclosure Schedule. Neither the Company and nor any of its Subsidiaries during is, or has received any notice or has any knowledge that any other party is, in default in any respect under any such Material Contract, except for those defaults which would not reasonably be likely, either individually or in the fiscal year ended January 31aggregate, 2024 to have a Material Adverse Effect with respect to the Company; and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a material default. For purposes of this Agreement, "Permitted Liens" shall mean (as determined based on revenue received from such customers during such time periodi) Liens for Taxes (excluding any non-disclosure agreementsother than those pursuant to Section 412 of the Code) or governmental assessments, data processing agreementscharges or claims, purchase orders the payment of which is not yet due, or statements for Taxes, the validity of work which are being contested in good faith by appropriate proceedings; (ii) statutory Liens incurred in the ordinary course of business for sums not yet due or invoices entered into being contested in good faith; (iii) Liens relating to deposits made in the ordinary course of business, ; and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for Liens which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or do not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither aggregate materially interfere with or materially impair the Company nor any Subsidiary conduct of the Company hasBusiness as it is currently being conducted, andor the value, to the Knowledge marketability, use or ownership of the Company, none of the other parties thereto have, violated any provision of, or committed or failed asset to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectit attaches.

Material Contracts. (a) Except (iSection 5.13(a) as filed as exhibits to of the Company SEC Documents, (ii) for this Agreement Arch Disclosure Letter sets forth a correct and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, complete list as of the date hereof, neither the Company nor any Subsidiary hereof of all of the Company following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Arch Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Arch or any of its Affiliates is a party or to which any of the Arch Contributed Assets or is bound by the Arch Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, an “Arch Material Contract:”): (i) that any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act)outstanding or may be incurred; (ii) that any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is with expected to involve the ten (10) largest customers payment of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders an amount in excess of $10,000,000 or statements receipt of work or invoices entered into an amount in excess of $10,000,000 in the ordinary course aggregate over the remaining term of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)such Contract; (iii) that is with the ten (10) largest vendors any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company)Arch Business; (iv) that is a Government Contractany Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Arch Contributed Asset (other than purchase options for additional coal volumes); (v) evidencing any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Arch or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a capital expenditure for manner which future payments are required in excess is, material to the Arch Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Arch or its Affiliates on less than 90 days’ notice without payment by Arch or any of $5,000,000its Affiliates of any material penalty; (vi) relating to any Contract that restricts in any material respect the disposition or acquisition ability of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company Arch or its Subsidiaries have material continuing obligations; Affiliates (vii) containing (A) a covenant or other provision limiting could restrict in any material respect the ability of the Company or any Subsidiary of the Company JV Entities) to compete or engage in any line of business or to compete with any Person in any geographic areageographical area and which may not be terminated (including such restrictive provisions) by Arch or its Affiliates on less than 90 days’ notice without payment by Arch or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Arch or its Affiliates on less than 90 days’ notice without payment by Arch or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Arch or any of its Affiliates of any material business or any material amounts of assets (other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” with obligations remaining to be performed or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits Liabilities continuing after the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company)date hereof; (ix) any hedging, swap, derivativelease or agreement (including capital lease arrangements) under which Arch or any of its Affiliates is lessee of, or similar Contractholds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) that is a license (any coal supply agreement, or a covenantpurchase order or commitment to sell or offer to sell coal, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, with a remaining term of more than three years from the date hereof or (B) pursuant to which the Company with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(a) or (2) 1,500,000 tons from any Subsidiary received licensing revenues for the fiscal year ended January 31mines located in Colorado that are set forth on Schedule 1.1(a); (xi) any Contract involving swaps, 2024 in excess futures, derivatives or similar instruments, regardless of $1,000,000value, other than non-exclusive licenses granted to customers except such Contracts entered into as a hedging activity in the ordinary course of business, and/or (C) that is otherwise material to the Company business consistent with Arch’s past practice and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a wholeinternal policy guidelines; (xii) that any Contract pursuant to which a Governmental Authority is a Company Real Property Lease providing tax abatements or other similar economic incentives in connection with remaining obligations in excess of $1,000,000;the Arch Business; and (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) other Contract that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require material to the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned SubsidiariesArch Business. (b) Each Contract of the type described above Arch and its Affiliates have duly performed and complied in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “all material respects with their respective obligations under each Arch Material Contract.” Except for Material Contracts that have expired . None of Arch or terminated by their terms, all any of the Material Contracts are (A) valid and binding on the Company its Affiliates has received any notice of termination or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each default from any other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any such Arch Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021Arch, no counterparty other party to any such Arch Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 5.13(c) of the Arch Disclosure Letter, Arch has (A) canceled or otherwise terminated, or threatened in writing made available to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount Peabody true and complete copies of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Arch Material Adverse EffectContract.

Material Contracts. (a) Except (ias set forth on Schedule 3.7(a) as filed as exhibits to of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansDisclosure Schedule, as of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company no Seller Party is a party to or bound by, and the Acquired Assets are not subject to, any of the following Contracts (in each case below, to the extent that the same relates primarily to, or is bound by any Contract:otherwise necessary to the operation of the Business, the Acquired Assets or the Assumed Liabilities): (i) that is a “material contract” (as such term is defined in Item 601(b)(10) any Contracts for the purchase or sale of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices Inventory entered into in the ordinary course of business, and other similar which either individually or in conjunction with Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of businesssame party, and in connection with the same matter, relate to commitments in excess of $25,000 per annum (including any agreements requiring the payment of any royalties, milestones, minimum purchase payments or other similar Contracts that are ancillary to Contracts pursuant to which cost guarantees made by or on behalf of goods and services is paid or payable by the Company); (ii) any Contracts relating to the purchase, lease or similar arrangement of any machinery, equipment, furniture, fixture or similar property having a value in excess of $25,000; (iii) any Contracts with (A) any director, officer, employee or Affiliate of any Seller Party involving payments in excess of $5,000 per annum (or the equivalent amount in another currency), or (B) to the Knowledge of the Seller Parties, any Affiliate or family member of any of the foregoing involving payments in excess of $5,000 per annum; (iv) any agreement with any independent contractor or similar Contract that (x) involves the payment or receipt of more than $25,000 per annum and (y) is a Government Contractnot terminable within thirty (30) days’ notice or less without penalty, liability or premium; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000any currently effective collective bargaining or union agreements with respect to its employees; (vi) any agreement (A) restricting any Seller Party from engaging, participating, or competing with any other Person, in any line of business, market or geographic area, or to make use of any Intellectual Property Rights; (B) granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of first refusal or rights of first negotiation to any other Person; (C) otherwise limiting the right of any Seller Party to make, use, sell, offer for sale, import, or distribute any Acquired Technology or services related thereto; or (D) any agreement pursuant to which any Seller Party has granted exclusive rights with respect to the Acquired Technology, including any Intellectual Property Rights; (vii) any agreement of guarantee, credit support, assumption or endorsement of, any indebtedness for borrowed money of other Persons; (viii) any line of credit, standby financing, revolving credit or other similar financing arrangement of any sort that is secured by any Acquired Assets; (ix) any agreement relating to any joint venture or partnership arrangement between any Seller Party, on the disposition one hand, and a third party, on the other hand; (x) any leases for real property or acquisition personal property; (xi) any distributorship, customer sales or leasing Contracts under which any Seller Party is currently providing or receiving products or services and involving more than $25,000 per annum; and (xii) any Contract of indemnification or warranty, other than (A) under a Seller Party’s unmodified forms of standard customer/distribution agreements, the forms of which have been made available to the Purchaser or its counsel, or (B) warranties implied by Law; (xiii) any business, equityContract pursuant to which any Seller Party has acquired or divested a business or entity, or all or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase or sale of assets, license or otherwise; (xiv) any Person for aggregate consideration Contract with any Governmental Entity; (xv) any confidentiality, secrecy or non-disclosure Contract in excess of $5,000,000 by the Company effect other than (A) any such Contract entered into with customers or any of its Subsidiaries outside of distributors in the ordinary course of business pursuant to a Seller Party’s standard unmodified form (a copy of which has been made available to the Purchaser or its counsel) and (B) any such Contract entered into in connection with a possible disposition by the Company or its Subsidiaries have material continuing obligationsof the Business, the terms of which prohibit the applicable Seller Party from disclosing the existence of such Contract, the parties thereto and/or the provisions thereof; (viixvi) containing (A) any agreement pursuant to which rights of any third party are triggered or become exercisable, or under which any other consequence, result or effect arises, in connection with or as a covenant result of the execution of this Agreement or the consummation of the transactions contemplated hereunder, either alone or in combination with any other provision limiting in any material respect event, which trigger or exercise of rights, consequence, result or effect would materially impair the ability of the Company Purchaser to consummate the transactions hereunder or operate the Business after Closing; and (xvii) any Subsidiary Contracts related to research or development with respect to Acquired Technology. The agreements, documents and instruments set forth on Schedule 3.7(a) of the Company Disclosure Schedule are collectively with the KNE Contracts referred to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) herein as “most favored nationMaterial Contracts”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or . Except as otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(aSchedule 3.7(a) of the Company Disclosure Schedule, is referred true, complete and correct copies of each document or instrument constituting a Material Contract in its complete, current and up-to-date version and true, complete and correct written description of the material terms of any non-written Contract listed on Schedule 3.7(a) of the Company Disclosure Schedule (Material Contracts) have been made available to herein the Purchaser by virtue of having been posted on the electronic data room. (b) Except as a “Material Contract.” Except for Material Contracts that have expired or terminated by their termsset forth on Schedule 3.7(b) of the Company Disclosure Schedule, all of the Material Contracts are (A) valid and valid, binding on the Company or the applicable Subsidiary of the Companyin accordance with their respective terms, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except and enforceable against (i) the Seller Party or KNE (as applicable) which are a party thereto, and (ii) to the Knowledge of the Seller Parties and KNE, each third party which is party thereto, in accordance with their respective terms, except, in each case, to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and or other similar Applicable Law Laws affecting the enforcement of creditors’ rights generally and by general principles of equity and (ii) as would notequity, individually regardless of whether such enforceability is considered in a proceeding at law or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary equity. (c) Except as set forth on Schedule 3.7(c) of the Company hasDisclosure Schedule, and, to the Knowledge of the Company, none of the other parties thereto have, violated neither any provision of, Seller Party nor KNE is in default under or committed in breach or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions violation of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021Seller Parties, no counterparty other party is in default under or in breach or violation of any Material Contract. (d) The agreements, documents and instruments set forth on Schedule 3.7(d) of the Company Disclosure Schedule are referred to herein as the “KNE Contracts”. Other than the KNE Contracts, KNE is not a party to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectContract.

Material Contracts. All agreements, contracts, leases, licenses, instruments, commitments (a) Except (i) as filed as exhibits oral or written), indebtedness, liabilities and other obligations to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary of the which a Group Company is a party to or by which it is bound by any Contract: that (ia) that is a “are material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or conduct and operations of its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company business and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equityproperties, or all (b) obligate such Group Company to share, license or substantially all of the assets of develop any Person for aggregate consideration in excess of $5,000,000 by the Company product or any of its Subsidiaries technology outside of the ordinary course of business pursuant are hereinafter referred to which as “Material Contracts”. For purposes of clause (a) of this Section, “material” means any agreement, contract, indebtedness, liability, arrangement or other obligation (i) having an aggregate value, cost, liability or amount in excess of RMB5,000,000, (ii) with the Company or its Subsidiaries have material continuing obligations; term thereof extending for more than one (vii1) year beyond the date of this Agreement, (iii) containing (A) a covenant exclusivity, non-competition, or other provision limiting in similar clauses that impair, restrict or impose conditions on any material respect the ability of the Company Group Companies’ right to offer or any Subsidiary of the Company to compete sell products or engage services in any line of business specified areas, during specified periods, or to compete with any Person in any geographic areaotherwise, other than any customary employee non-solicitation or no-hire clauses entered into (iv) not in the ordinary course of business, (Bv) “most favored nation”, “exclusivity” transferring or similar provisions, (C) a right of first refusal licensing any Intellectual Property to or right of first offer or similar right that limits the ability from any of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or Group Companies (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of than licenses granted under the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee medical devices sales agreements executed by the Group Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business), and/or (Cvi) involving any provision providing for exclusivity, “change in control”, “most favored nations”, rights of first refusal or first negotiation or similar rights, or granting a power of attorney, agency or similar authority, (vii) involving the ownership or lease of, title to, use of, or any leasehold or other interest in, any real or personal property with an annual rental exceeding US$200,000 (except for movable property leases in the ordinary course of business and involving payments of less than US$100,000), (viii) involving a loan (other than accounts receivable from trade debtors in the ordinary course of business) or advance to, or investment in, any Person that is otherwise material to not a Group Company, (ix) providing for the incurrence of indebtedness of any Group Company and its Subsidiaries taken as with a whole; financial institute, (x) involving any provision providing for the guarantee of any indebtedness, (xi) that is a license (or a covenantbeing between, consent or on the one hand, any Group Company and, on the other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basishand, (Bx) on a non-exclusive basisthe Founder or his/her Affiliates or (y) any Related Party of any Group Company, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that being with a Governmental Authority, or sole-source supplier of any material product or service. Each Material Contract is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary agreement of the Companyparties thereto, as the case may beperformance of which does not and will not violate any applicable Laws in any material respects, andand is in full force and effect against the parties thereto. Each Group Company has duly performed all of its obligations under each Contract in material respects to the extent that such obligations to perform have accrued, and no breach or default, to the Knowledge of any of the CompanyWarrantors, each alleged breach or alleged default, or event which would constitute a breach or default thereunder by such Group Company or any other party or obligor with respect thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected has occurred. No Group Company has given notice that it intends to have terminate a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, andContract or, to the Knowledge of the Company, none any of the Warrantors, that any other parties party thereto havehas breached, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of defaulted under any Material Contract, except in each case for those violationsand no Group Company has received any notice that it has breached, acts (violated or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company defaulted under any Material Adverse Effect and, as of February 1, 2021Contract or, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the CompanyWarrantors, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any other party thereto intends to terminate such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectContract.

Material Contracts. (a) Except For purposes of this Agreement, “Company Material Contract” shall mean any of the following to which the Company or any of its Subsidiaries is a party or by which it or its assets are bound: (i) as filed as exhibits any agreement relating to the Company SEC Documentsindebtedness for borrowed money in excess of $500,000, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (iiSEC) that is with the ten (10) largest customers of respect to the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); ; (iii) that is with any agreement providing for the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding indemnification or any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 guarantee by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in of any line of business or to compete with any Person in any geographic areaperson, other than any customary employee non-solicitation or no-hire clauses except an agreement entered into in the ordinary course of business, (Biv) “most favored nation”any joint venture, “exclusivity” partnership or similar provisionsdocument or agreement, (Cv) a right of first refusal or right of first offer or similar right any agreement that limits or purports to limit the ability of the Company or any of its Subsidiaries to own, operate, sell, transfer, license, pledge or otherwise dispose of assetsany assets having an aggregate value in excess of $2.5 million, rights (vi) any Contract listed in Section 2.2(b) of the Company Disclosure Letter, (vii) any employment, contractor or properties or (D) a minimum purchase, minimum volume, “earnout” consulting Contract with any executive officer or other contingentemployee of the Company and its Subsidiaries earning an annual salary in excess of $200,000 (and, deferred with respect to the Company’s and its Subsidiaries’ Indian operations, any employment, contractor or fixed payment consulting Contract with any executive officer or other employee earning an annual salary in excess of $50,000) or member of the Company’s Board of Directors, other than those that are terminable by the Company or any of its Subsidiaries on no more than 30 days notice without liability or financial obligation to the Company or any of its Subsidiaries; (viii) any material lease of real property; (ix)any Contract with any Key Company Client containing “most favored nation” provisions, (x) agreements, contracts or letter of intent regarding proposed or any pending acquisition of a Person or business, (xi) Contracts under which the Company or any of its Subsidiaries has loaned or advanced any material amounts to any Person (other than advances to Employees in the ordinary course of business), (xii) contracts under which the Company is obligated to pay an amount in excess of $2.5 million annually, and (xiii) any Contract, or group of Contracts with a Person (or group of affiliated Persons), the termination or breach of which could reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole; and any contract or other agreement not made in each case, that the ordinary course of business which is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to , or evidencing indebtedness for borrowed money, debt securities, warrants which would prohibit or other rights to acquire any debt securities, delay the consummation of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company Merger or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of transactions contemplated by this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned SubsidiariesAgreement. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except Section 4.06(a) of the Seller Disclosure Schedules lists each of the following Contracts that are primarily used in or related to, or primarily arise out of, the Business, the Purchased Assets or the Assumed Liabilities (together with all Leases, the Material Contracts): (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into all Contracts involving aggregate consideration in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as excess of $2,000,000 or requiring performance by any party more than one year from the date hereof, neither the Company nor any Subsidiary of the Company is a party to which, in each case, cannot be cancelled without penalty or is bound by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act)on less than 90 days’ notice; (ii) any Contract with (A) any supplier of goods or services that is has resulted in or that Seller expects to result in expenditures by the Business of more than $1,000,000 in 2017 or 2018 or (B) any customer that has resulted in or that Seller reasonably expects to result in sales by the Business of more than $2,000,000 in 2017 or 2018; (iii) any Contract related to the Business with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency, or other Person engaged in sales, distribution, or promotional activities or any other Contract providing for commissions, in each case, that has resulted in or that Seller reasonably expects to result in expenditures by the ten Business of more than $1,000,000 in 2017 or 2018; (10iv) largest customers all Contracts that relate to the sale of any of the Company Purchased Assets, other than Inventory and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into Tangible Personal Property in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiiiv) all executory Contracts that involves relate to the acquisition of any business, a material joint venture, profit sharing, partnership amount of stock or similar agreement from which the Company assets of any other Person or any real property (whether by merger, sale of its Subsidiaries recognized revenues stock, sale of assets or otherwise), in each case involving amounts in excess of $2,000,000; (vi) except for agreements relating to trade receivables, all Contracts relating to indebtedness (including guarantees), in each case having an outstanding principal amount in excess of $1,000,000; (vii) all Contracts relating to the placing of an Encumbrance (other than a Permitted Encumbrance) on any of the Purchased Assets; (viii) any lease for tangible personal property providing for rental payments in excess of $1,000,000 during the in any fiscal year ended January 31or $5,000,000 in the aggregate; (ix) any Contract that expressly limits, 2024in any material respect, the freedom of the Business to compete with any Person or in any geographical area; (x) any commitment to make any material capital expenditures to the extent binding on the Business; (xi) any Contract relating to any joint venture, partnership, strategic alliance, profit sharing or similar relationship; (xii) any Contract that contains a “most favored nation”, exclusivity, right of first offer, right of first refusal, requirements, “take or pay”, termination fee or similar provision, which, in each case, cannot be cancelled without penalty or on less than 90 days’ notice; (xiii) all collective bargaining agreements or Contracts with any labor organization, union or association; (xiv) that is a settlement, conciliation or similar any Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require materially restricts the Company or any use of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions);Intellectual Property; and (xv) any stockholders’ agreementall Contracts, proxy, voting trust agreement the loss or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities termination of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that which would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected likely to have a Material Adverse Effect. (b) Seller has provided to Buyer a true and correct copy of each of the Material Contracts. Except as would not be material to the Business, each Material Contract is in full force and effect and constitutes a legal, valid, and binding obligation of the Seller or its Affiliates, enforceable against such party and, to Seller’s Knowledge, binding on and enforceable against any other party thereto, in accordance with its terms. Except as would not be material to the Business, neither the Seller, nor its Affiliates, nor, to Seller’s Knowledge, any other party to a Material Contract is in breach of, or default under, any Material Contract in any material respect.

Material Contracts. (a) Except (iSection 4.19(a) as filed as exhibits to of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansDisclosure Schedule sets forth, as of the date hereofof this Agreement, neither a correct and complete list of each of the following Contracts to which the Company nor or any Subsidiary of the Company its Subsidiaries is a party to party, or by which any of their respective properties or assets is bound by any Contractbound: (i) that is a any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the Exchange ActSEC) (other than any Company Benefit Plan); (ii) any Contract that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in imposes any material respect restriction on the ability of the Company right or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge compete with any other Person or otherwise dispose of assets, rights solicit any client or properties or customer; (Diii) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of any Contract that obligates the Company or its Subsidiaries to conduct business with any third party on a preferential or exclusive basis and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viiiiv) any Contract relating to Indebtedness (other than intercompany indebtedness owed by the Company or evidencing indebtedness for borrowed moneyany wholly owned Subsidiary to any other wholly owned Subsidiary, debt securities, warrants or other rights by any wholly owned Subsidiary to acquire any debt securities, the Company) of the Company or any Subsidiary of the Company, its Subsidiaries having an outstanding principal amount in excess of $5,000,000 or any guarantee by that grants a Lien (other than a Permitted Lien) on properties or assets of the Company or any of its Subsidiaries of the obligations of Subsidiaries; (v) any Person Contract with respect to an interest, rate, currency or other swap or derivative transaction (in each case, excluding, for the avoidance of doubt, intercompany loans other than those between the Company and its Subsidiaries) with a fair value in excess of $5,000,000; (vi) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its wholly-Subsidiaries; (vii) any Contract entered into on or after January 1, 2024 that provides for the acquisition or disposition of any assets (other than acquisitions or dispositions of sale in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) or capital stock or other equity interests of any Person, and with any outstanding obligations as of the date of this Agreement, in each case with a value in excess of $5,000,000; (viii) any material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any material joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its wholly owned Subsidiaries or between or among any wholly-the Company’s wholly owned Subsidiaries or any organizational documents of the Company)’s wholly owned Subsidiaries; (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) Contract pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues has continuing “earn-out” or similar obligations that could result in payments in excess of $1,000,000 during 5,000,000 in the fiscal year ended January 31aggregate; (x) any Contract relating to Program Rights under which it would reasonably be expected that the Company and its Subsidiaries would make annual payments in excess of $3,000,000 per year; (xi) any network affiliation Contract (or similar Contract) with ABC, 2024CBS, Fox, NBC, CW, MyNetworkTV or Spanish language networks; (xii) any Contract that is a material Sharing Agreement and any related option agreement (other than those among the Company and its Subsidiaries); (xiii) any Contract that is a channel sharing agreement with a third party or parties with respect to the sharing of spectrum for the operation of two (2) or more separately owned television stations; (xiv) any Contract relating to retransmission or distribution by any MVPD that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require reported more than 25,000 paid subscribers to the Company or any of and its Subsidiaries for May 2025 with respect to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the at least one Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions);Station; and (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is Contract with an affiliate or other Person that would be required to be disclosed by the Company under Item 404 404(a) of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among . All contracts of the types referred to in clauses (i) through (xv) above are referred to herein as “Company and its wholly-owned SubsidiariesMaterial Contracts.” (b) Each Contract of Neither the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) Company nor any Subsidiary of the Company Disclosure Schedule, is referred to herein as a “in breach of or default in any respect under the terms of any Company Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, Contract and, to the Knowledge of the Company, each no other party theretoto any Company Material Contract is in breach of or default in any respect under the terms of any Company Material Contract, and (B) no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the Company’s Knowledge, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach of or default or result in full force and effectthe termination of or a right of termination or cancelation thereunder, accelerate the performance or obligations required thereby, or result in the loss of any benefit under the terms of any Company Material Contract, in each case except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any each Company Material Contract has (Ai) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with is a valid and binding obligation of the Company or any the Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company that is party thereto and its Subsidiaries of each other thanparty thereto, and (ii) is in full force and effect, subject to the Enforceability Exceptions, in each case, case except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. There are no disputes pending or, to the Company’s Knowledge, threatened with respect to any Company Material Contract, and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to a Company Material Contract to terminate for default, convenience or otherwise any Company Material Contract, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. True and complete copies of the Company Material Contracts and any material amendments thereto have been made available to Representatives of Parent prior to the date of this Agreement, except if providing any such Contract would reasonably be expected to violate any applicable Law or such Company Material Contract.

Material Contracts. (a) Except (i) as Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansReports, as of the date hereof, neither the Company nor any Subsidiary none of the Company or its Subsidiaries is a party to or is bound by any Contractby: (iA) any Contract that is a “material contract” (as such term is defined in would be required to be filed by the Company pursuant to Item 601(b)(10) 4 of Regulation Sthe Instructions to Exhibits of Form 20-K of F under the Exchange Act); (iiB) that is with any Contract involving the ten (10) largest customers payment or receipt of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 amounts by the Company or any of its Subsidiaries outside Subsidiaries, or relating to indebtedness for borrowed money or any financial guaranty, of the ordinary course of business pursuant to which the Company or more than RMB 50,000,000 in any calendar year on its Subsidiaries have material continuing obligationsface; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) any Contract that contains a right of first refusal or right of first offer put, call or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess could be required to purchase or sell, as applicable, any equity interests of $1,000,000 during the fiscal year ended January 31, 2024any Person or assets that have a fair market value or purchase price of more than RMB 30,000,000; (xivD) that is a settlementany Contract relating to the formation, conciliation creation, operation, management or similar control of any joint venture; (E) any Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require between the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement and any director or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities executive officer of the Company or any of its Subsidiaries Person beneficially owning five percent or relating to disposition, voting or dividends with respect to any equity securities more of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be outstanding Shares required to be disclosed under pursuant to Item 404 7B or Item 19 of Regulation SForm 20-K promulgated F under the Exchange Act, ; and (F) any non-competition Contract or other than Contract that limits or purports to limit in any Contract solely among material respect the type of business in which the Company and or its wholly-owned Subsidiaries. (b) Each Contract of Subsidiaries may engage, the type described above in Section 4.15(a), whether of goods or not set forth in Section 4.15(a) of services which the Company Disclosure Scheduleor its Subsidiaries may manufacture, produce, import, export, offer for sale, sell or distribute or the manner or locations in which any of them may so engage in any business or use their assets. Each such Contract described in clauses (A) through (F) above and each such Contract that would be a Material Contract but for the exception of being filed as an exhibit to the Company Reports is referred to herein as a “Material Contract”.” (ii) Except for as is not, individually or in the aggregate, a Material Contracts that have expired or terminated by their termsAdverse Effect, all (A) each of the Material Contracts are (A) is valid and binding on the Company or the applicable Subsidiary of the Companyits Subsidiaries, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) is in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium effect subject to the Bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity Equity Exception; and (iiB) as would not, individually there is no breach or in the aggregate, reasonably be expected to have a Company default under any Material Adverse Effect. Neither Contracts by the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, its Subsidiaries and no event or condition exists, which (has occurred that with or without notice, the lapse of time or both) the giving of notice or both would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with thereunder by the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectSubsidiaries.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary Section 4.11 of the Company Disclosure Letter lists each of the following contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company or any of its Subsidiaries is a party affecting the obligations of any party thereunder) to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound by any Contract:(other than Government Contracts, which are addressed in Section 4.10): (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of any contract or agreement, whether written or otherwise, for the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition sale of any business, equity, material personal property or all for the furnishing of services to or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside that involves future aggregate annual payments to or by the Company or any of its Subsidiaries of $1,000,000 or more (excluding those contracts and agreements terminable by the ordinary course Company or such Subsidiary upon 180 days’ notice or less without liability to the Company exceeding $500,000); (ii) any contract, agreement or instrument relating to or evidencing capitalized lease obligations or other indebtedness of, for the benefit of, or payable to, the Company or any of business its Subsidiaries (or any guaranty of capital lease obligations or other indebtedness of or by the Company or any of its Subsidiaries) in the amount of $500,000 or more; (iii) any contract or agreement pursuant to which any third party is authorized to use any material intellectual property rights owned by or exclusively licensed to the Company or any of its Subsidiaries; (iv) any contract or agreement pursuant to which the Company or any of its Subsidiaries have is authorized to use any material continuing obligationsCompany Intellectual Property Rights; (viiv) any agreement concerning an interest rate cap, interest rate collar, interest rate swap, currency hedging transaction or any other similar agreement to which the Company or any of its Subsidiaries is a party; (vi) any agreement (other than agreements containing (Aimmaterial or de minimis restrictions) a covenant that contains any non-compete or other provision limiting exclusivity provisions with respect to any line of business in which the Company or any of its Subsidiaries is currently engaged or geographic area with respect to the Company or any of its Subsidiaries, or that purports to restrict in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose conduct any line of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, business in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues is currently engaged or to compete with any Person or operate in excess of $1,000,000 during the fiscal year ended January 31, 2024any geographic area or location; (xivvii) that is a settlementany material partnership, conciliation limited liability company agreement, joint venture or other similar Contract (x) agreement entered into with any Governmental Authority entered into since February 1, 2021, third party; (yviii) any contract or agreement with respect to any acquisition or disposition of any person or business or material portion thereof pursuant to which would require the Company or any of its Subsidiaries has any continuing indemnification, “earn-out” or other contingent payment obligation; (ix) any contract or agreement pursuant to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects which the Company or any of its Subsidiaries agrees to indemnify or hold harmless any material ongoing requirements director or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities executive officer of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities (other than the organizational documents of the Company or the Company’s Subsidiaries); (x) any contract or agreement that would prevent, materially delay or materially impede the Company’s ability to consummate the Offer, the Merger or any of its Subsidiariesthe other transactions contemplated by this Agreement; or (xvixi) is any commitments and agreements to enter into any of the foregoing. Each such contract described in clauses (i) through (xi) above, together with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. each contract described in paragraph (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedulebelow, is referred to herein as a “Material Contract.” Except for Material Contracts ” (b) All the material contracts that are required to be filed as exhibits to the Company SEC Reports have expired been described or terminated by their terms, all filed as required. (c) Each of the Material Contracts are (A) is a valid and binding on obligation of the Company (or the applicable Subsidiary Subsidiaries of the Company party thereto), and to the Company’s knowledge, as the case may beother parties thereto, enforceable against the Company and its Subsidiaries and, to the Knowledge of Company’s knowledge, the Company, each other party thereto, and (B) parties thereto in full force and effectaccordance with its terms, except (i) as enforceability may be limited by bankruptcybankruptcy laws, insolvency, moratorium and other similar Applicable Law laws affecting creditors’ rights generally and by general principles of equity affecting the availability of specific performance and other equitable remedies. (iid) as Neither the Company nor any of its Subsidiaries is, nor to the Company’s knowledge is any other party, in breach, default or violation (and no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the Company’s knowledge, through the action or inaction of any third party that with notice or the lapse of time or both would notconstitute a breach, default or violation) of any term, condition or provision of any Contract, except for breaches, defaults or violations that have not had and would not reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except (iSchedule 3.12(a) as filed as exhibits to of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansSeller Disclosure Letter sets forth, as of the date hereof, neither the Company nor any Subsidiary a list of all of the Company following Contracts that relate primarily to the Business or are necessary for the operation of the Business, in each case, to which a Seller or a Conveyed Entity is a party to party, or is bound by any Contract: that has been entered into on behalf of the Business (i) collectively, together with each such Contract that is entered into after the date of this Agreement, the “Material Contracts”; and each a “material contract” Material Contract”), materially correct and complete copies of which (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, other than purchase orders or statements of work or invoices for Business Products entered into in the ordinary course of businessthe Business) have been made available to Purchaser: (i) each equipment lease or other lease of personal property which entails annual rental payments in excess of $250,000 per annum or $500,000 in the aggregate; (ii) each Contract for goods and/or services (including any intercompany Contracts) by and between any of the Sellers and/or the Conveyed Entities and/or any of their Affiliates (other than the Business) and/or any of the officers, directors or employees of either Seller or the Conveyed Entities and/or any of their Affiliates (other than the Business), on the one hand, and the Business, on the other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)hand; (iii) that is with the ten each mortgage, indenture, security agreement, pledge, note, loan agreement or guarantee (10excluding items set forth in Schedule 3.15(b) largest vendors of the Company and its Subsidiaries during Seller Disclosure Letter) in respect of Indebtedness of the fiscal year ended January 31, 2024 (as determined based on cost Conveyed Entities or the Business in excess of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company)$250,000; (iv) each customer, distribution, reseller or sales representative Contract expected to result in payment to the applicable Conveyed Entity or any other Person on behalf of the Business in excess of $1,000,000 per annum or that is a Government Contracthave resulted in such payments in excess of $2,000,000 in the aggregate over the last three years; (v) evidencing each Contract with a capital expenditure for which future payments are required Governmental Authority expected to result in payment to a Conveyed Entity in excess of $5,000,000100,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all each Contract with vendors (including OEMs) of the assets of any Person for aggregate consideration Business expected to result in payment by the applicable Conveyed Entity in excess of $5,000,000 by 1,000,000 per annum or that have resulted in such payments in excess of $2,000,000 in the Company or any of its Subsidiaries outside of aggregate over the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligationslast three years; (vii) containing each Contract relating to capital expenditures and involving similar future payments in excess of $250,000 individually or $500,000 in the aggregate; (Aviii) a covenant each Contract relating to the disposition of material assets of the Business or other provision limiting the acquisition or disposition of any assets or any interest in any material respect Person or business enterprise; (ix) each Contract limiting the ability of any Conveyed Entity or the Company or any Subsidiary of the Company to compete or engage in any line of business or Business to compete with any Person in Person; (x) each material joint venture Contract; (xi) each Intellectual Property License; (xii) each employment Contract, consulting Contract and severance agreement with any geographic areadirector, other than any customary officer or employee non-solicitation of either Seller or no-hire clauses entered into in its Affiliates, Tyco or its Affiliates or the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its SubsidiariesConveyed Entities, in each case, that engaged primarily in the Business, which is material likely to the Company and its Subsidiaries, taken as a whole; (viii) relating to involve payments by or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, on behalf of the Company Seller or any Subsidiary its Affiliates, Tyco or its Affiliates or the Conveyed Entities in excess of the Company$150,000 per year, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property including Contracts (A) on an exclusive basisto employ or terminate executive officers or other key personnel (including key engineering staff), (B) with such present or former officers or directors pursuant to which the Company Conveyed Entities or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or Business has current Liabilities or (C) that is will result in the payment by, or the creation of any Liability to pay on behalf of the Conveyed Entities, the Business or the Purchaser any severance, termination, “golden parachute,” or other similar payments to any such present or former employees following termination of employment or otherwise material as a result of the consummation of the transactions contemplated by Transaction Documents, provided that the information relating to the Company and its Subsidiaries taken foregoing shall be as a whole; (xi) that is a license (or a covenant, consent or other rights of the date specified in or to use Intellectual PropertySchedule 3.12(a) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000Seller Disclosure Letter; (xiii) that involves a material joint venture, profit sharing, partnership each collective bargaining Contract or similar agreement from which the Company Contract, including any Contract with any union, works council or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024similar labor entity; (xiv) that is a settlement, conciliation each Contract of indemnification or similar Contract hold harmless agreement (x) including with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries respect to any material ongoing requirements director, officer or restrictions (other than ordinary course confidentiality requirements employee of either Seller or restrictionsits Affiliates, Tyco or its Affiliate or the Conveyed Entities, in each case, engaged primarily in the Business); (xv) each power of attorney granted by any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities Conveyed Entity that is effective and outstanding as of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiariesdate hereof; orand (xvi) is with an affiliate or each other Person that Contract, the loss of which would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiarieshave a Material Adverse Effect. (b) Each Contract of the type described above in Section 4.15(a), whether or not Except as set forth in Section 4.15(aon Schedule 3.12(a) of the Company Seller Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their termsLetter, all notices, approvals and consents that were agreed by the parties to the Tyco Agreement to be given or obtained pursuant to that agreement have been properly given or obtained as required by each Material Contract in order to validly assign, transfer or convey each such Contract to Sellers or the Conveyed Entities. Except as set forth on Schedule 3.12(a) of the Seller Disclosure Letter, each Material Contracts are (A) Contract is in full force and effect and is a valid and binding on the Company or the applicable Subsidiary agreement of each of the CompanyConveyed Entities (or, as applicable, the case may be, Affiliate of the Conveyed Entities party thereto) and, to the Knowledge of the CompanySellers, each any other party theretoto any such Contract; and there exists no breach, and (B) in full force and effectviolation, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles default or event of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which default (with or without notice, lapse of time or both) would constitute by the applicable Seller or a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021Conveyed Entity or, to the Knowledge of the CompanySellers, neither the Company nor any Subsidiary of the Company has received written notice other party to any such Contract, with respect to any term or provision of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other thanContract, in each case, as which would not reasonably be expected to have a Material Adverse Effect. (c) There are no warranty claims or other uninsured claims pending or, to the Knowledge of Sellers, threatened against any of the Sellers, the Conveyed Entities or the Business under any Contracts which might involve a material monetary Liability which is not reserved against in the Balance Sheet.

Material Contracts. (a) Except (i) as filed as exhibits to Section 6.1(A)(t)(i) of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, Allergan Disclosure Schedule sets forth a list as of the date hereof, neither the Company nor any Subsidiary of this Agreement of each of the Company is a party to or is bound by following Contracts (other than any Contract: (iAllergan Benefit Plan) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company Allergan or any of its Subsidiaries outside is a party or by which it is bound (each such Contract required to be so listed, and each of the ordinary course following types of business Contracts (other than any Allergan Benefit Plan) described below to which Allergan or any of its Subsidiaries becomes a party or by which it otherwise becomes bound after the date of this Agreement, an “Allergan Material Contract”): (A) each (i) acquisition or divestiture Contract (including any Contracts pursuant to which any member of the Company Allergan Group has transferred or its Subsidiaries have material continuing obligations; agreed to transfer ownership of any Intellectual Property) and (viiii) containing license (Aincluding any in-license or out-license and any sublicense), collaboration agreement or similar or equivalent Contract, that, in the case of each of clauses (i) and (ii), (x) has a covenant maximum potential value (or which otherwise requires the receipt or making of payments) in excess of $100 million (including pursuant to any “earn-out,” contingent value rights, milestone payments, license fees, royalty payments, development costs or other provision limiting in any material respect the ability of the Company contingent payment or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of businessvalue obligations), (By) “most favored nation”, “exclusivity” or similar provisions, (C) a right involves the issuance of first refusal or right any Equity Securities of first offer or similar right that limits the ability of the Company Allergan or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after following the date of this Agreement or (z) grants to any Person (other than any member of the Allergan Group) any right of first refusal, right of first negotiation, right of first offer, option to purchase, option to license, or any other similar rights with respect to any Allergan Product or any material Intellectual Property of Allergan; (B) any Contract with any Governmental Entity that subjects is material to Allergan and its Subsidiaries, taken as a whole, and involving or that would reasonably be expected to involve payments to or from any Governmental Entity in an amount having a maximum potential value in excess of $100 million; (C) any Contract that (x) limits or purports to limit, in any material respect, the Company freedom of Allergan or any of its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material ongoing requirements respect, the freedom of AbbVie or any of its Affiliates to take such actions after the Effective Time, (y) contains exclusivity or “most favored nation” obligations or restrictions (other than ordinary course confidentiality requirements that restrict or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating purport to any equity securities of the Company restrict Allergan or any of its Subsidiaries in any material respect or that would so limit or purport to limit AbbVie or any of its Affiliates after the Effective Time, (z) contains any other provisions materially restricting or purporting to materially restrict the ability of Allergan or any of its Subsidiaries to sell, market, distribute, promote, manufacture, develop, commercialize, test or research any Allergan Products through third parties or that would so limit or purport to limit AbbVie or any of its Affiliates after the Effective Time; (D) any Contract relating to dispositionthird party indebtedness for borrowed money in excess of $100 million (whether incurred, voting assumed, guaranteed or secured by any asset) of Allergan or any of its Subsidiaries; (E) any Contract restricting Allergan or any of its Subsidiaries from (x) the payment of dividends (y) the making of distributions to shareholders or (z) the ability to repurchase or redeem Equity Securities; (F) any joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization, research, development or other similar agreement, which is material to the Allergan Group, taken as a whole; (G) any Contracts or other transactions with any (A) executive officer or director of Allergan, or (B) affiliate (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) or “associates” (or members of any of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such executive officer, director or beneficial owner; (H) any Contract involving the settlement of any Action or threatened Action (or series of related Actions) (A) which (x) will involve payments by Allergan or any of its Subsidiaries after the date hereof, or involved such payments, in excess of $100 million or (y) will impose, or imposed, materially burdensome monitoring or reporting obligations by Allergan or any of its Subsidiaries outside the ordinary course of business or material restrictions on Allergan or any Subsidiary of Allergan (or, following the Completion, on AbbVie or any Subsidiary of AbbVie) or (B) which impose material restrictions on the use of any material Intellectual Property other than, in the case of this clause (B), the granting of non-exclusive licenses or sublicenses or the granting of exclusive licenses in connection with the settlement of ANDA-related litigation in the ordinary course of business; (I) any stockholders, investors rights, registration rights or similar agreements or arrangements with respect to any equity securities the Equity Securities of the Company Allergan or any of its Subsidiaries; orand (xviJ) is with an affiliate or any other Person that would be Contract required to be disclosed under filed by Allergan pursuant to Item 404 601(b)(10) of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries.K. (bii) Each Contract All of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Allergan Material Contracts that have expired or terminated by their termsare, all of subject to the Material Contracts are Equitable Exceptions, (A) valid and binding on the Company obligations of Allergan or the applicable a Subsidiary of the Company, Allergan (as the case may be, ) and, to the Knowledge knowledge of Allergan, each of the Company, each other party parties thereto, and (B) in full force and effecteffect and enforceable in accordance with their respective terms against Allergan or its Subsidiaries (as the case may be) and, to the knowledge of Allergan, each of the other parties thereto, in each case of (A) and (B), except (i) for such Allergan Material Contracts that are terminated after the date of this Agreement in accordance with their respective terms, other than as may a result of a default or breach by Allergan or any of its Subsidiaries of any of the provisions thereof, and except where the failure to be limited by bankruptcy, insolvency, moratorium valid and other similar Applicable Law affecting creditors’ rights generally binding obligations and by general principles of equity in full force and (ii) as effect and enforceable has not had and would notnot reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect. To the knowledge of Allergan, as of the date hereof, no Person is seeking to terminate or challenging the validity or enforceability of any Allergan Material Contract, except such terminations or challenges which have not had and would not reasonably be expected to have a Company have, individually or in the aggregate, an Allergan Material Adverse Effect. Neither the Company Allergan nor any Subsidiary of its Subsidiaries, nor, as of the Company has, anddate hereof, to the Knowledge knowledge of the CompanyAllergan, none any of the other parties thereto have, has violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach default under any provision of, and as of the date hereof neither Allergan nor any of its Subsidiaries has received written notice that it has violated or default defaulted under, the provisions of any Allergan Material Contract, except in each case for those violations, acts violations and defaults (or failures potential defaults) which have not had and would not reasonably be expected to act) and defaults whichhave, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a an Allergan Material Adverse Effect. Allergan has made available to AbbVie true and complete copies of each Allergan Material Contract as in effect as of the date hereof.

Material Contracts. (a) Except (iSection 4.12(a) as filed as exhibits to of the Company SEC Documents, (ii) for this Agreement Disclosure Schedule sets forth a complete and accurate list of binding Contracts to which any Company Entity is a party falling within the other agreements entered into in connection with the transactions contemplated hereby following categories and (iii) for Company Employee Plans, existing as of the date hereof, neither and in each case excluding any Contracts to which only Company Entities are party (collectively, the Company nor any Subsidiary of the Company is a party to or is bound by any Contract:“Material Contracts”): (i) that is a “material contract” any Contract (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, other than purchase orders or statements of work or invoices entered into in the ordinary course of businessOrdinary Course) with a Key Supplier or a Key Customer, and other similar Contracts that are ancillary to Contracts providing for, or pursuant to which would reasonably be expected to result in, either (A) annual payments by the Company Entities of $5 million or more, (B) annual revenue is paid or payable to the Company Entities of $5 million or its Subsidiaries)more or (C) revenue to the Company Entities of $10 million or more over the term of the Contract; (iiiii) that is with the ten any Contract (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, other than purchase orders or statements of work or invoices entered into in the ordinary course Ordinary Course) not with a Key Supplier or a Key Customer, for the purchase, sale, lease or other disposition of businessreal or personal property, and services, equipment or other similar Contracts that are ancillary to Contracts tangible assets or materials providing for, or pursuant to which cost of goods and services is paid or payable would reasonably be expected to result in, either (A) annual payments by the Company); Company Entities of $10 million or more, (ivB) that is a Government annual revenue to the Company Entities of $10 million or more or (C) revenue to the Company Entities of $10 million or more over the term of the Contract; (viii) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing Contract establishing (A) a covenant any Material Joint Venture or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”any other joint venture, “exclusivity” strategic alliance or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, teaming arrangement that is or would reasonably be expected to be material to the Company and its SubsidiariesEntities, taken as a whole; (viiiiv) relating to or evidencing indebtedness any Government Contract providing for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee either (A) annual payments by the Company Entities of $10 million or more or (B) annual revenue to the Company Entities of its Subsidiaries $10 million or more; (v) any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which any Company Entity has material outstanding obligations; (vi) the obligations Credit Agreements and any other Contract to which any Company Entity is obligor or guarantor relating to Indebtedness, except any such Contract with an aggregate outstanding principal amount not exceeding $5 million; (vii) any Contract under which any Company Entity (A) has made or agreed to make any loan, advance or assignment of payment to, or (B) made any capital contribution to, or other investment in, any Person (in each caseother than any Company Entity), excluding, for the avoidance of doubt, intercompany loans between the Company and or guaranteed or agreed to guarantee any of its wholly-owned Subsidiaries the foregoing, except any such Contract with an aggregate amount of such an obligation not exceeding $10 million; (viii) any Contract that obligates any Company Entity to make any capital expenditure or between or among any wholly-owned Subsidiaries investment in excess of the Company)$10 million; (ix) any hedgingContract granting any Person (other than any other Company Entity) a Lien, swapin each case, derivativeother than a Permitted Lien, on material assets or similar Contractproperties of any Company Entity; (x) the Company Name License Agreements and any other Contract that is a license (or a covenant, consent or other rights in or material to use Intellectual Property) granted by the business of any Company or Entity and pursuant to which any Subsidiary of the Company to Company Intellectual Property Entity: (A) obtains a license to, a covenant not to be sued under, or other right to use any Intellectual Property Right of a third party (other than (1) licenses for off-the-shelf software generally available to the public on an non-discriminatory pricing terms, (2) non-exclusive basislicenses of Intellectual Property Rights that are not material to the business of any Company Entity and that are incidental to the transaction contemplated by the Contracts containing such licenses, where the purpose of such Contracts is primarily something other than the license of such Intellectual Property Rights, or (3) licenses for Open Source software) or (B) pursuant grants a license to, a covenant not to which the Company be sued under, or other right to use any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, Company-Owned Intellectual Property Right (other than non-exclusive licenses granted to customers in the ordinary course Ordinary Course that are not material to the business of businessany Company Entity and that are incidental to the transaction contemplated by the Contracts containing such licenses, and/or where the purpose of such Contracts is primarily something other than the license of such Company Intellectual Property Rights); (Cxi) any Labor Agreement; (xii) any Contract with a Key Employee providing for compensation (including deferred compensation); (xiii) any Contract providing for indemnification obligations of any Company Entity not entered into in the Ordinary Course; (xiv) any Contract providing for “most favored customer” or similar terms that limit any Company Entity’s right to set pricing independently of any other Contract, in a manner that is otherwise or would reasonably be expected to be material to the Company and its Subsidiaries Entities, taken as a whole; (xixv) any Contract granting a third Person any right of first refusal, right of first offer, right of first negotiation or similar right in a manner that is a license (or a covenant, consent or other rights in or would reasonably be expected to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise be material to the Company and its Subsidiaries Entities, taken as a whole; (xiixvi) any Contract containing covenants expressly limiting in any material respect the freedom of any Company Entity to compete with any Person or operate in any jurisdiction, or containing any exclusivity, standstill or non-solicitation (other than relating to employees) obligation binding on any of the Company Entities; (xvii) any Contract that prohibits or restricts in any material respect the right of any Company Entity to make, sell, supply, market or distribute any products or services sold or provided by any Company Entity; (xviii) any Contract with a Seller or any of its Affiliates (other than the Company Entities, Material Joint Ventures or Other Joint Ventures) (“Intercompany Agreements”); (xix) any Contract that provides for potential revenue to the Company Entities of $10 million or more over the term of the Contract; (xx) any Contract involving a resolution or settlement of any Action where the amount paid in the resolution or settlement exceeds $20 million; or (xxi) any Real Property Lease that is a lease, sublease or other occupancy agreement providing for the lease or sublease by a Company Real Property Lease with remaining obligations Entity of real property at an annual base rent in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries5 million. (b) Each Contract of the type described above in Section 4.15(a)Sellers have made available to Buyer a true, whether correct and complete copy (including all amendments or not set forth in Section 4.15(amodifications thereto) of the Company Disclosure Schedule, is referred to herein as a “each Material Contract.” Except for . Each Material Contracts that have expired or terminated by their termsContract is a legal, all of the Material Contracts are (A) valid and binding on the agreement of one or more Company or Entities, and is in full force and effect, and is enforceable against the applicable Subsidiary of the Company, as the case may beCompany Entity party thereto, and, to the Knowledge knowledge of the CompanySellers, each other party thereto, and in accordance with the terms thereof (B) subject to the Remedies Exception). No Company Entity or, to the knowledge of Sellers, any other party is, or is alleged to be, in full force and effectmaterial default or breach under the terms of any such Material Contract, except (i) as may for any such defaults or breaches which would not reasonably be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would notexpected to be, individually or in the aggregate, material to the Company Entities, taken as a whole. Without limitation of the foregoing, no Credit Agreement Default has occurred that would reasonably be expected to have result in a Company Material Adverse Effect. Neither the Company nor any Subsidiary failure of the Company hascondition set forth in Section 8.01(b)(iv); provided that, and, to the Knowledge solely for purposes of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default underthis Section 4.12(b), the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or following phrase shall be disregarded in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect anddefinition of Credit Agreement Default: “of which Sellers have, as of February 1such date of determination, 2021, to the (i) Actual Knowledge of the Company, neither the Company nor any Subsidiary of the Company has Sellers or (ii) received written notice of any of from the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary Administrative Agent (as applicable) or defined in the applicable Credit Agreement referenced in this clause (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effecta)).”

Material Contracts. (a) Except (i) as filed as exhibits to Section 6.1(A)(t)(i) of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, Allergan Disclosure Schedule sets forth a list as of the date hereof, neither the Company nor any Subsidiary of this Agreement of each of the Company is a party to or is bound by following Contracts (other than any Contract: (iAllergan Benefit Plan) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company Allergan or any of its Subsidiaries outside is a party or by which it is bound (each such Contract required to be so listed, and each of the ordinary course following types of business Contracts (other than any Allergan Benefit Plan) described below to which Allergan or any of its Subsidiaries becomes a party or by which it otherwise becomes bound after the date of this Agreement, an “Allergan Material Contract”): (A) each (i) acquisition or divestiture Contract (including any Contracts pursuant to which any member of the Company Allergan Group has transferred or its Subsidiaries have material continuing obligations; agreed to transfer ownership of any Intellectual Property) and (viiii) containing license (Aincluding any in-license or out-license and any sublicense), collaboration agreement or similar or equivalent Contract, that, in the case of each of clauses (i) and (ii), (x) has a covenant maximum potential value (or which otherwise requires the receipt or making of payments) in excess of $100 million (including pursuant to any “earn-out,” contingent value rights, milestone payments, license fees, royalty payments, development costs or other provision limiting in any material respect the ability of the Company contingent payment or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of businessvalue obligations), (By) “most favored nation”, “exclusivity” or similar provisions, (C) a right involves the issuance of first refusal or right any Equity Securities of first offer or similar right that limits the ability of the Company Allergan or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after following the date of this Agreement or (z) grants to any Person (other than any member of the Allergan Group) any right of first refusal, right of first negotiation, right of first offer, option to purchase, option to license, or any other similar rights with respect to any Allergan Product or any material Intellectual Property of Allergan; (B) any Contract with any Governmental Entity that subjects is material to Allergan and its Subsidiaries, taken as a whole, and involving or that would reasonably be expected to involve payments to or from any Governmental Entity in an amount having a maximum potential value in excess of $100 million; (C) any Contract that (x) limits or purports to limit, in any material respect, the Company freedom of Allergan or any of its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material ongoing requirements respect, the freedom of AbbVie or any of its Affiliates to take such actions after the Effective Time, (y) contains exclusivity or “most favored nation” obligations or restrictions (other than ordinary course confidentiality requirements that restrict or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating purport to any equity securities of the Company restrict Allergan or any of its Subsidiaries in any material respect or that would so limit or purport to limit AbbVie or any of its Affiliates after the Effective Time, (z) contains any other provisions materially restricting or purporting to materially restrict the ability of Allergan or any of its Subsidiaries to sell, market, distribute, promote, manufacture, develop, commercialize, test or research any Allergan Products through third parties or that would so limit or purport to limit AbbVie or any of its Affiliates after the Effective Time; (D) any Contract relating to dispositionthird party indebtedness for borrowed money in excess of $100 million (whether incurred, voting assumed, guaranteed or dividends with respect to secured by any equity securities asset) of the Company Allergan or any of its Subsidiaries; or; (xviE) is with an affiliate any Contract restricting Allergan or any of its Subsidiaries from (x) the payment of dividends (y) the making of distributions to shareholders or (z) the ability to repurchase or redeem Equity Securities; (F) any joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization, research, development or other Person that would be required similar agreement, which is material to be disclosed under Item 404 the Allergan Group, taken as a whole; (G) any Contracts or other transactions with any (A) executive officer or director of Regulation S-K Allergan, or (B) affiliate (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) or “associates” (or members of any of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such executive officer, other than director or beneficial owner; (H) any Contract solely among involving the Company and its wholly-owned Subsidiaries. settlement of any Action or threatened Action (bor series of related Actions) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding which (x) will involve payments by Allergan or any of its Subsidiaries after the date hereof, or involved such payments, in excess of $100 million or (y) will impose, or imposed, materially burdensome monitoring or reporting obligations by Allergan or any of its Subsidiaries outside the ordinary course of business or material restrictions on the Company Allergan or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of Allergan (or, following the Company hasCompletion, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, on AbbVie or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (AAbbVie) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.or

Material Contracts. (a) Except (i) as filed as exhibits to Section 3.01(n)(i) of the Company SEC Documents, (ii) for this Agreement and Letter sets forth a list of each of the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plansfollowing Contracts to which, as of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company or its Subsidiaries is a party or to or is bound by any which its assets are subject (each, a “Material Contract:”): (iA) that is a each “material contract” (as such term is defined described in Item 601(b)(10) of Regulation S-K of the Exchange ActSEC as determined as of the date of this Agreement, other than those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to the Company; (iiB) each Contract (1) that is with the ten includes obligations not to (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work that otherwise restricts or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect limits the ability of the Company or any Subsidiary of the Company to its Subsidiaries or affiliates to) compete or engage in any line of business or geographic area or (2) that includes obligations that restrict the ability of the Company or its Subsidiaries or affiliates to compete with any Person conduct business in any geographic area, ; (C) each Contract (other than any customary employee non-solicitation Company Benefit Plan) providing for or no-hire clauses entered into resulting in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of payments by the Company or any of its Subsidiaries to sellthat exceeded $100,000 in the calendar year ended December 31, transfer2022, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material reasonably likely to the Company and its Subsidiariesrequire, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31remaining term of such Contract, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which annual payments by the Company or any of its Subsidiaries recognized revenues that exceed $100,000; (D) all Contracts 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 its Subsidiaries; (E) all Contracts (1) for the granting or receiving of a license, sublicense, covenant not to sue or similar right with respect to Company Intellectual Property material to the business of the Company and its Subsidiaries (2) under which any person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment in which it is reasonably expected to pay or receive a royalty, license fee, franchise fee or similar payment in excess of $1,000,000 during 100,000, or (3) that materially restricts the fiscal year ended January 31Company’s or its Subsidiaries’ right to use or exploit any Company Owned Intellectual Property, 2024in each case of clause (1) and clause (2), other than agreements with employees, non-exclusive licenses granted to the Company’s or its Subsidiaries’ customers, and non-exclusive licenses to commercially available, off-the-shelf Software or information technology services that have been granted on standardized, generally available terms; (xivF) that is a settlementall partnership, conciliation joint venture or other similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company agreements or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions)arrangements; (xvG) any stockholders’ agreementagreement with any director, proxy, voting trust agreement officer or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities stockholder of the Company or any of its Subsidiaries or Subsidiary; (H) any agreement relating to dispositionindebtedness for borrowed money or the deferred purchase price of any asset or property (in either case, voting whether incurred, assumed, guaranteed or dividends secured by any asset), except any such agreement with respect to an aggregate outstanding principal amount not exceeding $100,000; (I) any equity securities of agreement for the disposition or acquisition by the Company or any of its Subsidiaries; or (xvi) is , with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) material obligations of the Company Disclosure Schedule, is referred or its Subsidiaries (other than confidentiality obligations) remaining to herein as a “Material Contract.” Except for Material Contracts that have expired be performed or terminated by their terms, all Liabilities of the Material Contracts are (A) valid and binding on the Company or its Subsidiaries continuing after the applicable Subsidiary date of the Companythis Agreement, as the case may be, and, to the Knowledge of the Company, each any business or any assets other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or than in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount ordinary course of business consistent with past practice; (J) any agreement restricting or limiting the payment of dividends or the making of distributions to stockholders, including intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law; and (K) all agreements with any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectGovernmental Entity.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as Section 2.14 of the date hereof, neither the Company nor any Subsidiary Disclosure Schedule sets forth a true and correct list of the Company is a party to or is bound by any Contract:following types of Assigned Contracts, other than the Lease Agreements, which are separately addressed in Section 2.12 (the “Material Contracts”): (i) open orders that is a “material contract” (as such term is defined involve the performance of services or delivery of goods or materials by the Business providing for annual revenue to Seller in Item 601(b)(10) excess of Regulation S-K of the Exchange Act)$50,000; (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, open purchase orders that involve the performance of services for, or statements delivery of work goods or invoices entered into materials to, the Business involving annual payments by the Business in the ordinary course excess of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)$50,000; (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders collective bargaining agreements or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company)contracts with any labor union covering any Employees; (iv) that is agreements for the employment of any Employee on a Government Contractfull-time, part-time, consulting or other basis (A) providing annual cash or other compensation in excess of $50,000, or (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby; (v) evidencing a capital expenditure for which future payments are required in excess agreements relating to any Lien on any of $5,000,000the Purchased Assets; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect agreements that restrict the ability of the Company or any Subsidiary of the Company Business to compete or engage in any line of business or to compete with any Person; (vii) joint venture or partnership agreements involving a sharing of profits, losses costs or liabilities by the Business with any third Person; (viii) personal property leases under which the Business is the (A) lessee of tangible personal property owned by any other Person and involving annual rental payments in any geographic area, excess of $25,000 and (B) lessor of tangible personal property owned by Seller; (ix) other than agreements for the sale of ball bearings by the Business on a purchase order basis to the Seller’s Optical Systems Group, and except as otherwise set forth in clauses (i) through (viii) above or in Section 2.14 of the Disclosure Schedule, agreements with, or loans to or from, any customary employee non-solicitation director, officer, Employee, agent or no-hire other Affiliate of Seller involving the Business or any Purchased Asset; and (x) Contracts (except as otherwise set forth in clauses (i) through (ix) above or in Section 2.14 of the Disclosure Schedule) entered into other than in the ordinary course of business, (B) “most favored nation”, “exclusivity” business consistent with past practice or similar provisions, (C) a right of first refusal providing for annual payments by or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 Business in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries50,000. (b) Each Contract Seller has made available to Purchaser a correct and complete copy of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “each Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of . With respect to the Material Contracts are Contracts, (Ai) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) Material Contract is in full force and effecteffect and is valid, except (i) as may be limited by bankruptcybinding and enforceable against Seller and, insolvencyto Seller’s Knowledge, moratorium and the other similar Applicable Law affecting creditors’ rights generally and by general principles of equity parties thereto in accordance with its terms, subject to the General Enforceability Exceptions, and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, andneither Seller nor, to the Knowledge of the CompanySeller’s Knowledge, none of the any other parties thereto have, violated any provision Person is in material breach or violation of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except (i) as filed as exhibits to set forth on Section 3.15 of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansDisclosure Letter, as of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company its Subsidiaries is a party to to, or is bound by by, any of the following (each, a “Company Material Contract:”): (i) any Contract that is a “material contract” (as such term is defined in Item 601(b)(10601(b)(1) of Regulation S-K of the Exchange Act); (ii) that is with the ten any Contract relating to Indebtedness of any Person (10) largest customers of other than ordinary course arrangements among the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time periodwholly-owned Subsidiaries) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements in excess of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)$25 million; (iii) any Contract that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge compete in any line of business or otherwise dispose of assets, rights within any geographic area or properties or with any Person (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, than Contracts with such restrictions that is are not material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, conduct of the Company or any Subsidiary business of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole) or (B) contains any material exclusivity, most favored nation or similar provision; (xiiv) that is a license (any Contract involving future payments, performance of services or a covenant, consent delivery of goods or other rights in materials to or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to by the Company and its Subsidiaries taken as a wholeof an amount or value reasonably expected to exceed $5 million in the aggregate during the twelve (12) month period following the date hereof; (xiiv) that is any Contract entered into after January 1, 2015 involving the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets (other than equipment or inventory in the ordinary course of business consistent with past practice) or capital stock or other equity interests of another Person for aggregate consideration (in one or a Company Real Property Lease with remaining obligations in excess series of transactions) under such Contract of $1,000,0005 million or more; (xiiivi) that involves a material joint venture, profit sharing, partnership or similar agreement from which any Contract the Company or any termination of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither ; (vii) any collective bargaining agreement or other Contract with any labor union or other employee representative or group; (viii) any Contract with a Governmental Authority or pursuant to which the Company or any of its Subsidiaries provides good or services to any Governmental Authority, other than ordinary course goods or services offered to business, consumer or government customers. (ix) any joint venture, partnership or limited liability company agreements or other similar agreements or arrangements relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any agreements or arrangements with respect to wholly owned Subsidiaries of the Company; (x) Contracts by which the Company or any of its Subsidiaries obtains transmissions or programming for the channel line-up for each of its Cable Systems or its broadcast television stations that they own or operate (whether by antennae, microwave, satellite or otherwise) of video or audio programming or other cable or broadcast distributed information which require annual expenditures by the Company or any of its Subsidiaries in excess of $4 million, including all Contracts with respect to any network affiliation and all related agreements and any agreements related to the retransmission of any broadcast television stations to the extent such Contracts require annual expenditures in excess of $4 million; (xi) pole attachment Contracts with annual rent payments in excess of $1 million; (xii) any roaming or similar Contracts; and (xiii) any Contract that commits the Company or any of its Subsidiaries to enter into any of the foregoing. (b) As of the date hereof, the Company has made available to Liberty true, correct and complete copies of all Company Material Contracts, including all material amendments, additions, addenda, service orders or other modifications with respect thereto. (c) Except as set forth or described on Section 3.15(c) of the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company has, andits Subsidiaries nor, to the Knowledge of the Company, none of the any other parties thereto haveparty to a Company Material Contract, violated any provision is in breach or violation of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or in default under, the provisions of any Company Material Contract, except in each case for those violations, acts (ii) with respect to either the Company or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as any of February 1, 2021its Subsidiaries or, to the Knowledge of the Company, neither the any other party to a Company nor Material Contract, no event has occurred or circumstance exists which would result in a breach or violation of, or a default under, any Subsidiary Company Material Contract (in each case, with or without notice or lapse of time or both), and (iii) each Company Material Contract is valid and binding on each of the Company has received written notice and its Subsidiaries, as applicable, and each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of any equity (regardless of whether enforcement is sought in a proceeding at equity or law), and is in full force and effect with respect to each of the foregoing. To Company and its Subsidiaries, as applicable, and to the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries each other thanparty thereto, in the case of each caseof the foregoing, other than as would not be reasonably be expected to have a Company Material Adverse Effect.