Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Schedule 3.9 hereto lists the following agreements, whether oral or written, to which Parent or Merger Sub is a party, which are currently in effect, and which relate to the operation of Parent’s business, or where applicable, the business of Merger Sub: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent Common Stock or the election of directors of Parent; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Parent or Merger Sub; (ix) guaranty of any obligation for borrowed money or otherwise; (x) lease or agreement under which Parent or Merger Sub is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $25,000; (xi) lease or agreement under which Parent or Merger Sub is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $25,000; (xii) contract which prohibits Parent or Merger Sub from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub in connection with any intellectual property rights; (xiv) contract or commitment for capital expenditures in excess of $50,000; (xv) agreement for the sale of any capital asset; (xvi) contract with Merger Sub any affiliate thereof which in any way relates to Parent (other than for employment on customary terms); or (xvii) other agreement which is either material to Parent’s business or was not entered into in the ordinary course of business.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except as set forth on the following agreementsattached CONTRACTS SCHEDULE, whether oral or written, neither the Company nor any Subsidiary is party to which Parent or Merger Sub is a party, which are currently in effect, and which relate to the operation of Parent’s business, or where applicable, the business of Merger Subany: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) hospitalization insurance stock purchase, stock option or other welfare benefit plan or practice, whether formal or informalsimilar plan; (iv) stock purchase or stock option plan; (v) contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person on a full-time, part-time or consulting basis or relating to severance pay for any such personbasis; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent Common Stock or the election of directors of Parent; (viiiv) agreement or indenture relating to the borrowing of money or a line of credit or to mortgaging, pledging or otherwise placing a lien on any material portion of the assets of Parent Company's or Merger Subany Subsidiary's assets; (ixvi) guaranty of any obligation for borrowed money or otherwiseother material guaranty; (xvii) lease or agreement under which Parent it is a lessee or Merger Sub is lessee lessor of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $25,000; (xi) lease or agreement under which Parent or Merger Sub is lessor ofoperates, or permits any third party to hold or operate, any property, personal or real or personal, property for which the annual rental exceeds $25,00050,000; (viii) license or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) contract representative or sales agency contracts or commitments to which prohibits Parent the Company or Merger Sub from freely engaging in business anywhere in the worldany of its Subsidiaries is a party; (xiii) license agreement contract or agreement providing group of related contracts with the same party for the payment purchase by the Company or receipt any of royalties its Subsidiaries of products or other compensation by Parent or Merger Sub services under which the undelivered balance of such products and services has a selling price in connection with any intellectual property rightsexcess of $50,000; (xiv) contract or commitment group of related contracts with the same party for capital expenditures the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (xv) contract or agreement for the sale of with any capital assetAffiliate; (xvi) contract contracts restricting a Person from competing with Merger Sub the Company or any affiliate thereof of its Subsidiaries; (xvii) contracts which prohibit or restrict in any way relates to Parent (other than for employment on customary terms)manner the Company or any Subsidiary from freely engaging in any line of business anywhere in the world; or (xviixviii) other agreement which is either material to Parent’s business or was not entered into in the ordinary course of businesscontracts.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Except to the extent the following agreements, whether oral or written, to which Parent or Merger Sub is a party, which are currently in effect, and which representations relate to Indebtedness which is paid off or terminated at the operation of Parent’s business, or where applicable, Closing the business of Merger SubCompany is not a party to any: (i) agreement relating to any completed business acquisition or divestiture by the Company within the last two years; (ii) collective bargaining agreement or contract with any labor union; (iiiii) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance , other than as described in Section 5.13 or other welfare benefit plan or practice, whether formal or informalthe Disclosure Schedules relating thereto; (iv) stock purchase or purchase, stock option or similar plan; (v) written contract for the employment of any officer, individual employee or other person on a full-full time or consulting basis or relating to severance pay for any such personbasis; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent Common Stock or the election of directors of Parent; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any portion of the Company’s assets of Parent or Merger Subother than Permitted Liens; (ixvii) guaranty of any obligation for borrowed money or otherwiseother material guaranty; (xviii) lease or agreement under which Parent or Merger Sub it is lessee of, or holds or operates any property, real or personal, personal property owned by any other party, for which the annual rental exceeds $25,000250,000; (xiix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (x) lease or agreement under which Parent or Merger Sub it is lessor of, or permits any third party to hold or operateoperate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, real or personal, for which the annual rental exceeds $25,000250,000; (xii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $250,000 (other than propane supply agreements delivered in the Ordinary Course); (xiii) 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 $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits Parent or Merger Sub the Company from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub in connection with any intellectual property rights; (xiv) contract or commitment for capital expenditures in excess of $50,000United States; (xv) agreement for the sale of any capital asseta partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s Knowledge, material oral) contract with Merger Sub any affiliate thereof which in of its officers, directors, managers, partners, shareholders or members, or any way relates to Parent (other than for employment on customary terms)of their respective affiliates; or (xviixviii) other agreement which is either material to Parent’s business or was a contract not entered into made in the ordinary course of businessOrdinary Course.

Contracts and Commitments. (a) Schedule 3.9 hereto lists the following agreements, whether oral or written, to which Parent or Merger Sub is a party, which are currently in effect, and which relate to the operation of Parent’s business, or where applicable, the business of Merger Sub: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent Common Stock or the election of directors of Parent; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Parent or Merger Sub; (ix) guaranty of any obligation for borrowed money or otherwise; (x) lease or agreement under which Parent or Merger Sub is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $25,00010,000; (xi) lease or agreement under which Parent or Merger Sub is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $25,00010,000; (xii) contract which prohibits Parent or Merger Sub from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub in connection with any intellectual property rights; (xiv) contract or commitment for capital expenditures in excess of $50,00010,000; (xv) agreement for the sale of any capital asset; (xvi) contract with Merger Sub any affiliate thereof which in any way relates to Parent (other than for employment on customary terms); or (xvii) other agreement which is either material to Parent’s business or was not entered into in the ordinary course of business.

Contracts and Commitments. (a) Schedule 3.9 hereto 3.7 lists the following agreements, if any, whether oral or written, to which Parent or Merger Sub Plains Energy is a party, which are currently in effect, and which relate to the operation of ParentPlains Energy’s business, or where applicable, the business of Merger Sub: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form forms of deferred compensation planplans; (iiiii) hospitalization insurance or other welfare benefit plan plans or practicepractices, whether formal or informal; (iviii) stock purchase or stock option planplans; (viv) contract contracts for the employment of any officer, individual employee or other person Person on a full-time or consulting basis or relating to severance pay for any such personPerson; (v) confidentiality agreements; (vi) confidentiality agreement; (vii) contractcontracts, agreement agreements or understanding understandings relating to the voting of Parent Common Plains Energy Stock or the election of directors of ParentPlains Energy; (viiivii) agreement agreements or indenture indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any of the assets of Parent or Merger SubPlains Energy; (ixviii) guaranty guaranties of any obligation for borrowed money or otherwise; (xix) any lease or agreement under which Parent or Merger Sub Plains Energy is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $25,00050,000; (xix) any lease or agreement under which Parent or Merger Sub Plains Energy is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $25,00050,000; (xiixi) contract contracts which prohibits Parent or Merger Sub prohibit Plains Energy from freely engaging in business anywhere in the world; (xiiixii) license agreement lease, license, participation or agreement similar agreements or arrangements, or agreements providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub for Plains Energy in connection with any intellectual property rights, mineral rights (including oil and natural gas rights), or any other assets of Plains Energy; (xivxiii) contract contracts or commitment commitments for capital expenditures in excess of $50,000; (xvxiv) agreement agreements for the sale of any capital asset; (xvi) contract with Merger Sub any affiliate thereof which in any way relates to Parent (other than for employment on customary terms); or (xviixv) any other agreement which is either material to ParentPlains Energy’s business or was not entered into in the ordinary course of business.

Contracts and Commitments. (a) Schedule 3.9 hereto 2.7 lists the following agreements, if any, whether oral or written, to which Parent or Merger Sub Dakota Plains is a party, which are currently in effect, and which relate to the operation of Parent’s business, or where applicable, the business of Merger SubDakota Plains: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form forms of deferred compensation planplans; (iiiii) hospitalization insurance or other welfare benefit plan plans or practicepractices, whether formal or informal; (iviii) stock purchase or stock option planplans; (viv) contract contracts for the employment of any officer, individual employee or other person Person on a full-time or consulting basis or relating to severance pay for any such personPerson; (v) confidentiality agreements; (vi) confidentiality agreement; (vii) contractcontracts, agreement agreements or understanding understandings relating to the voting of Parent Common DP Stock or the election of directors of ParentDakota Plains; (viiivii) agreement agreements or indenture indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any of the assets of Parent or Merger SubDakota Plains; (ixviii) guaranty guaranties of any obligation for borrowed money or otherwise; (xix) any lease or agreement under which Parent or Merger Sub Dakota Plains is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $25,00050,000; (xix) any lease or agreement under which Parent or Merger Sub Dakota Plains is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $25,00050,000; (xiixi) contract contracts which prohibits Parent or Merger Sub prohibit Dakota Plains from freely engaging in business anywhere in the world; (xiiixii) license agreement lease, license, participation or agreement similar agreements or arrangements, or agreements providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub for Dakota Plains in connection with any intellectual property rights, mineral rights (including oil and natural gas rights), or any other assets of Dakota Plains; (xivxiii) contract contracts or commitment commitments for capital expenditures in excess of $50,000; (xvxiv) agreement agreements for the sale of any capital asset; (xvi) contract with Merger Sub any affiliate thereof which in any way relates to Parent (other than for employment on customary terms); or (xviixv) any other agreement which is either material to Parent’s the business of Dakota Plains or was not entered into in the ordinary course of business.

Contracts and Commitments. (a) Schedule 3.9 SCHEDULE 3.7 hereto lists the following agreements, whether oral or written, to which Parent or Merger Sub Cougar is a party, which are currently in effect, and which relate to the operation of Parent’s Cougar's business, or where applicable, the business of Merger Sub: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent Cougar Common Stock or the election of directors of ParentCougar, other than the Voting Agreement; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Parent or Merger SubCougar; (ix) guaranty of any obligation for borrowed money or otherwise; (x) lease or agreement under which Parent or Merger Sub Cougar is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $25,00010,000; (xi) lease or agreement under which Parent or Merger Sub Cougar is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $25,00010,000; (xii) contract which prohibits Parent or Merger Sub Cougar from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub Cougar in connection with any the intellectual property rightsrights listed in SCHEDULE 3.20(B) hereto; (xiv) contract or commitment for capital expenditures in excess of $50,00010,000; (xv) agreement for the sale of any capital asset; (xvi) contract contracts, understandings, arrangements or commitments with Merger Sub any affiliate thereof which in any way relates respect to Parent (other than for employment on customary terms)the acquisition and/or use by Cougar of Intellectual Property of others or by others of Intellectual Property of Cougar; or (xvii) other agreement which is either material to Parent’s Cougar's business or was not entered into in the ordinary course of business.

Contracts and Commitments. (a) Schedule 3.9 4.11 hereto lists the following agreements, if any, whether oral or written, to which Parent or Merger Sub EasyWeb is a party, which are currently in effect, and which relate to the operation of ParentEasyWeb’s business, or where applicable, each of which has been filed as an exhibit to the business of Merger SubEasyWeb SEC Filings: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person Person on a full-time or consulting basis or relating to severance pay for any such personPerson; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent EasyWeb Common Stock or the election of directors of ParentEasyWeb; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any of the assets of Parent or Merger SubEasyWeb; (ix) guaranty of any obligation for borrowed money or otherwise; (x) lease or agreement under which Parent or Merger Sub EasyWeb is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $25,00010,000; (xi) lease or agreement under which Parent or Merger Sub EasyWeb is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $25,00010,000; (xii) contract which prohibits Parent or Merger Sub EasyWeb from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub EasyWeb in connection with any intellectual property rightsEasyWeb Intellectual Property; (xiv) contract or commitment for capital expenditures in excess of $50,00010,000; (xv) agreement for the sale of any capital asset; or (xvi) contract with Merger Sub any affiliate thereof which in any way relates to Parent (other than for employment on customary terms); or (xvii) other agreement which is either material to ParentEasyWeb’s business or was not entered into in the ordinary course of business.

Contracts and Commitments. (a) Schedule 3.9 hereto SCHEDULE 3.7 lists the following agreements, if any, whether oral or written, to which Parent or Merger Sub LOCATEPLUS is a party, which are currently in effect, and which relate to the operation of Parent’s LOCATEPLUS's business, or where applicable, the business of Merger Sub: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person Person on a full-time or consulting basis or relating to severance pay for any such personPerson; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent Common LOCATEPLUS Stock or the election of directors of ParentLOCATEPLUS; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any of the assets of Parent or Merger SubLOCATEPLUS; (ix) guaranty of any obligation for borrowed money or otherwise; (x) lease or agreement under which Parent or Merger Sub LOCATEPLUS is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $25,00010,000; (xi) lease or agreement under which Parent or Merger Sub LOCATEPLUS is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $25,00010,000; (xii) contract which prohibits Parent or Merger Sub LOCATEPLUS from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub LOCATEPLUS in connection with any the intellectual property rightsrights listed in SCHEDULE 3.20(B); (xiv) contract or commitment for capital expenditures in excess of $50,00010,000; (xv) agreement for the sale of any capital asset; or (xvi) contract with Merger Sub any affiliate thereof which in any way relates to Parent (other than for employment on customary terms); or (xvii) other agreement which is either material to Parent’s LOCATEPLUS's business or was not entered into in the ordinary course of business.

Contracts and Commitments. (a) Schedule 3.9 hereto lists the following agreements, whether oral or written, to which Parent OrangeHook or Merger Sub is its Subsidiaries are a party, which are currently in effect, and which relate to the operation of Parent’s business, OrangeHook's business or where applicable, the business of Merger Subeach such Subsidiary: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (viv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to basis, other than contracts for at-will employment without severance pay for any such personupon termination; (vi) confidentiality agreement; (viiv) contract, agreement or understanding relating to the voting of Parent OrangeHook Common Stock or OrangeHook Preferred Stock or the voting equity of OrangeHook's Subsidiaries, or the election of directors of ParentOrangeHook or its Subsidiaries; (viiivi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Parent OrangeHook or Merger Subits Subsidiaries; (ixvii) guaranty of any obligation for borrowed money or otherwise; (xviii) lease or agreement under which Parent OrangeHook or Merger Sub is its Subsidiaries are lessee of, or holds hold or operates operate any property, real or personal, owned by any other party, for which the annual rental exceeds $25,00010,000; (xiix) lease or agreement under which Parent OrangeHook or Merger Sub is its Subsidiaries are lessor of, or permits permit any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $25,00010,000; (xiix) contract which prohibits Parent OrangeHook or Merger Sub its Subsidiaries from freely engaging in business anywhere in the world; (xiiixi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent OrangeHook or Merger Sub its Subsidiaries in connection with any the intellectual property rightsrights listed in Schedule 3.22(b) hereto (other than contracts entered into in the ordinary course of business with consideration of no more than $50,000); (xivxii) contract or commitment for capital expenditures in excess of $50,00010,000; (xvxiii) agreement for the sale of any capital asset; (xvixiv) contract contracts, understandings, arrangements or commitments with Merger Sub any affiliate thereof which in any way relates respect to Parent (other than for employment on customary terms)the acquisition and/or use by OrangeHook or its Subsidiaries of Intellectual Property of others or by others of Intellectual Property of OrangeHook or its Subsidiaries; or (xviixv) other agreement which is either material to Parent’s business for the purchase or was not entered into in the ordinary course sale of businessgoods or services with an undelivered balance of $50,000 or more.

Contracts and Commitments. (a1) Except as set forth on the Contracts Schedule 3.9 hereto lists attached hereto, neither Seller nor any of the following agreements, whether oral or written, to which Parent or Merger Sub Subsidiaries is a party, which are currently in effect, and which relate party to the operation of Parent’s business, or where applicable, the business of Merger Subany: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such personbasis; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent Common Stock or the election of directors of Parent; (viiiiv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any material portion of the assets of Parent or Merger Subsuch entity's assets; (ixv) guaranty of any obligation for borrowed money or otherwiseother material guaranty; (xvi) lease or agreement under which Parent or Merger Sub it is lessee of, or holds or operates any property, real or personal, personal property owned by any other party, for which the annual rental exceeds $25,00050,000; (xivii) lease or agreement under which Parent or Merger Sub it is lessor of, of or permits any third party to hold or operate, operate any property, real or personal, personal property for which the annual rental exceeds $25,00050,000; (viii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products or services has a purchase price in excess of $100,000; (ix) 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 $100,000; or (x) contract or arrangement with any director, equityholder or other Affiliate including arrangements governing the right to use assets used in the Business; (xi) confidentiality agreement restricting the Sellers or the Subsidiaries from disclosing any information (xii) contract which prohibits Parent confidentiality agreement with the Sellers or Merger Sub the Subsidiaries Known to Sellers restricting others from disclosing any information regarding the Sellers or the Subsidiaries; (xiii) non-compete agreement restricting the Sellers or the Subsidiaries from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub in connection with any intellectual property rights; (xiv) contract non-compete agreement with the Sellers or commitment for capital expenditures the Subsidiaries Known to Sellers restricting others from freely engaging in excess of $50,000business in competition with the Sellers or the Subsidiaries anywhere in the world; (xv) agreement for the sale power of any capital assetattorney or agency agreement; (xvi) contract with Merger Sub any affiliate thereof which in any way relates for contingent payments relating to Parent (other than for employment on customary terms)acquisitions; or (xvii) other agreement which is either contract that remains material to Parent’s business or was not entered into in the ordinary course Sellers and Subsidiaries as of businessthe date hereof.

Contracts and Commitments. (a) Schedule 3.9 SCHEDULE 4.15 hereto lists the following agreements, whether oral or written, to which Parent Surg or Merger Sub any Surg Subsidiary is a party, which are currently in effect, and which relate in any material way to the operation of Parent’s Surg's or such Subsidiary's business, or where applicable, the business of Merger Sub: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person Person on a full-time or consulting basis or relating to severance pay for any such personPerson; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent Surg Common Stock or the election of directors of ParentSurg; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Parent Surg or Merger Subany Surg Subsidiary; (ix) guaranty of any obligation for borrowed money or otherwise; (x) lease or agreement under which Parent Surg or Merger Sub any Surg Subsidiary is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $25,00010,000; (xi) lease or agreement under which Parent Surg or Merger Sub any Surg Subsidiary is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $25,00010,000; (xii) contract which that prohibits Parent Surg or Merger Sub any Surg Subsidiary from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub Surg in connection with any the intellectual property rightsrights listed in SCHEDULE 4.16 hereto; (xiv) contract or commitment for capital expenditures in excess of $50,00010,000; (xv) agreement for the sale of any capital asset; (xvi) contract with Merger Sub agreements between Surg and any affiliate thereof which in any way relates to Parent (other than for employment on customary terms)Affiliate; or (xviixxii) other agreement which is either material to Parent’s the business of Surg or any Surg Subsidiary or was not entered into in the ordinary course of business.

Contracts and Commitments. (a) Schedule 3.9 2.7 hereto lists the following agreements, whether oral or written, to which Parent or Merger Sub Pathworks-Florida is a party, which are currently in effect, and which relate to the operation of ParentPathworks-Florida’s business, or where applicable, the business of Merger Sub: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent Pathworks-Florida Common Stock or the election of directors of ParentPathworks-Florida; (viiivii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Parent or Merger SubPathworks-Florida; (ixviii) guaranty of any obligation for borrowed money or otherwise; (xix) lease or agreement under which Parent or Merger Sub Pathworks-Florida is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $25,000; (xix) lease or agreement under which Parent or Merger Sub Pathworks-Florida is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $25,00010,000; (xiixi) contract which prohibits Parent or Merger Sub Pathworks-Florida from freely engaging in business anywhere in the world; (xiiixii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub Pathworks-Florida in connection with any intellectual property rightsrights held by Pathworks-Florida; (xivxiii) contract or commitment for capital expenditures in excess of $50,000; (xvxiv) agreement for the sale of any capital asset; or (xvi) contract with Merger Sub any affiliate thereof which in any way relates to Parent (other than for employment on customary terms); or (xvii) other agreement which is either material to ParentPathworks-Florida’s business or was not entered into in the ordinary course of business.

Contracts and Commitments. (a) Schedule 3.9 hereto lists Neither the Company nor any of the Subsidiaries is party to any of the following agreements, whether oral or written, to which Parent or Merger Sub is (a party, which are currently in effect, and which relate to the operation of Parent’s business, or where applicable, the business of Merger Sub: “Contract”): (i) agreement relating to any completed material business acquisition or divestiture by the Company or any of the Subsidiaries within the last three (3) years; (ii) collective bargaining agreement or contract with any labor union; (iiiii) written or other material bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance , other than as described in Section 5.12 or other welfare benefit plan or practice, whether formal or informalthe Schedules relating thereto; (iv) stock purchase or purchase, stock option or similar plan; (v) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such personwith annual payments in excess of $100,000; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent Common Stock or the election of directors of Parent; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any portion of the Company’s or any of the assets of Parent or Merger SubSubsidiaries’ assets, other than Permitted Liens; (ixvii) guaranty of any obligation for borrowed money or otherwiseother guaranty; (xviii) lease or agreement under which Parent or Merger Sub it is lessee of, or holds or operates any property, real or personal, personal property owned by any other party, for which the annual rental exceeds $25,000250,000; (xiix) lease or agreement under which Parent or Merger Sub it is lessor of, or permits any third party to hold or operate, operate any property, real or personal, for which the annual rental exceeds $25,000100,000; (x) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $500,000; (xi) 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 $500,000; (xii) contract which prohibits Parent the Company or Merger Sub any of the Subsidiaries from freely engaging in business anywhere in the world; or from competing with any Person, (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub in connection with any intellectual property rightsdistributor, dealer or sales representative; (xiv) contract or commitment for capital expenditures in excess of $50,000joint venture agreement; (xv) agreement for the sale of any capital assetIndebtedness; (xvi) contract with Merger Sub any affiliate thereof governmental authority; (xvii) material agreement, arrangement or program pursuant to which the Company has offered or made available to its customers (including its distributors) any volume discount, rebate or advertising or promotional credit or allowance which in any way relates to Parent (other total is greater than for employment on customary terms)$100,000 per year per customer; or (xviixviii) power of attorney; (xix) management services agreement or (xx) any other agreement agreement, the performance of which is either material to Parent’s business or was not entered into will involve consideration in the ordinary course excess of business$500,000.

Contracts and Commitments. (a) Schedule 3.9 SCHEDULE 3.11 hereto lists the following agreements, whether oral or written, to which Parent or Merger Sub Chiral Quest is a party, which are currently in effect, and which relate to the operation of Parent’s Chiral Quest's business, or where applicable, the business of Merger Sub: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person Person on a full-time or consulting basis or relating to severance pay for any such personPerson; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent Common Stock Chiral Quest Membership Units or the election of directors managers of ParentChiral Quest; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Parent or Merger SubChiral Quest; (ix) guaranty of any obligation for borrowed money or otherwise; (x) lease or agreement under which Parent or Merger Sub Chiral Quest is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $25,00010,000; (xi) lease or agreement under which Parent or Merger Sub Chiral Quest is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $25,00010,000; (xii) contract which prohibits Parent or Merger Sub Chiral Quest from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub Chiral Quest in connection with any the intellectual property rightsrights listed in SCHEDULE 3.12 hereto; (xiv) contract or commitment for capital expenditures in excess of $50,00010,000; (xv) agreement for the sale of any capital asset; (xvi) contract with Merger Sub any affiliate Chiral Quest Affiliate thereof which in any way relates to Parent Chiral Quest (other than for employment on customary terms); or (xvii) other agreement which is either material to Parent’s Chiral Quest's business or was not entered into in the ordinary course of business.

Contracts and Commitments. (a) Schedule 3.9 hereto lists the following agreements, whether oral or written, to which Parent or Merger Sub Cougar is a party, which are currently in effect, and which relate to the operation of ParentCougar’s business, or where applicable, the business of Merger Sub: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (viv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (vi) confidentiality agreement; (viiv) contract, agreement or understanding relating to the voting of Parent Cougar Common Stock or Cougar Preferred Stock, or the election of directors of ParentCougar; (viiivi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Parent or Merger SubCougar; (ixvii) guaranty of any obligation for borrowed money or otherwise; (xviii) lease or agreement under which Parent or Merger Sub Cougar is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $25,00010,000; (xiix) lease or agreement under which Parent or Merger Sub Cougar is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $25,00010,000; (xiix) contract which prohibits Parent or Merger Sub Cougar from freely engaging in business anywhere in the world; (xiiixi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub Cougar in connection with any the intellectual property rightsrights listed in Schedule 3.22(b) hereto; (xivxii) contract or commitment for capital expenditures in excess of $50,00010,000; (xvxiii) agreement for the sale of any capital asset; (xvixiv) contract contracts, understandings, arrangements or commitments with Merger Sub any affiliate thereof which in any way relates respect to Parent (other than for employment on customary terms)the acquisition and/or use by Cougar of Intellectual Property of others or by others of Intellectual Property of Cougar; or (xviixv) other agreement which is either material to ParentCougar’s business or was not entered into in the ordinary course of business.

Contracts and Commitments. (a) Schedule 3.9 SCHEDULE 4.9 hereto lists the following agreements, whether oral or written, to which Parent or Merger Sub GVC is a party, which are currently in effect, and which relate to the operation of Parent’s GVC's business, or where applicable, the business of Merger Sub: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent GVC Common Stock or the election of directors of ParentGVC; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Parent or Merger SubGVC; (ix) guaranty of any obligation for borrowed money or otherwise; (x) lease or agreement under which Parent or Merger Sub GVC is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $25,00010,000; (xi) lease or agreement under which Parent or Merger Sub GVC is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $25,00010,000; (xii) contract which prohibits Parent or Merger Sub GVC from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub GVC in connection with any intellectual property the Intellectual Property rights; (xiv) contract or commitment for capital expenditures in excess of $50,00010,000; (xv) agreement for the sale of any capital asset; (xvi) contract with Merger Sub any affiliate GVC Subsidiary any Affiliate thereof which in any way relates to Parent or of GVC (other than for employment on customary terms); (xvii) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by GVC of Intellectual Property of others or by others of Intellectual Property of GVC; or (xviixviii) other agreement which is either material to Parent’s GVC's business or was not entered into in the ordinary course of business.

Contracts and Commitments. (a) Schedule 3.9 SCHEDULE 4.14 hereto lists the following agreements, whether oral or written, to which Parent or Merger Sub MI is a party, which are currently in effect, and which relate to the operation of Parent’s business, or where applicable, the business of Merger Sub: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent MI Common Stock or the election of directors of ParentMI; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Parent or Merger SubMI; (ix) guaranty of any obligation for borrowed money or otherwiseof a third party, including any subsidiary of MI; (x) lease or agreement under which Parent or Merger Sub MI is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $25,00010,000; (xi) lease or agreement under which Parent or Merger Sub MI is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $25,00010,000; (xii) contract which prohibits Parent or Merger Sub MI from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub MI in connection with any MI's intellectual property rights; (xiv) contract or commitment for capital expenditures in excess of $50,00010,000; (xv) agreement for the sale of any capital asset; (xvi) contract with Merger Sub any affiliate thereof which Affiliate that in any way relates to Parent MI (other than for employment on customary terms); (xvii) agreement or obligation granting registration rights or preemptive rights; or (xviixviii) other agreement which is either material to Parent’s MI's business or was not entered into in the ordinary course of business.

Contracts and Commitments. (a) Schedule 3.9 hereto lists VSTR is not a party to any of the following agreementsfollowing, whether oral or written, to which Parent or Merger Sub is a party, which are currently in effect, and which relate to the operation of ParentVSTR’s business, or where applicable, the business of Merger Sub: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person, except as disclosed in Form 10-K for the year ended April 30, 2020; (vi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent VSTR Common Stock or the election of directors of ParentVSTR, other than the Voting Agreement ; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of Parent or Merger SubVSTR, except as disclosed in Form 10-K for the year ended April 30, 2020; (ix) guaranty of any obligation for borrowed money or otherwise, except as disclosed in Form 10-K for the year ended April 30, 2020; (x) lease or agreement under which Parent or Merger Sub VSTR is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $25,00050,000; (xi) lease or agreement under which Parent or Merger Sub VSTR is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $25,00050,000; (xii) contract which prohibits Parent or Merger Sub VSTR from freely engaging in business anywhere in the world; (xiii) license agreement or agreement providing for the payment or receipt of royalties or other compensation by Parent or Merger Sub VSTR in connection with any intellectual property the Intellectual Property rights; (xiv) contract or commitment for capital expenditures in excess of $50,000; (xv) agreement for the sale of any capital asset; (xvi) contract with Merger Sub any affiliate VSTR Subsidiary any Affiliate thereof which in any way relates to Parent or of VSTR (other than for employment on customary terms); (xvii) contracts, understandings, arrangements or commitments with respect to the use by VSTR of Intellectual Property of others or by others of Intellectual Property of VSTR; or (xviixviii) other agreement which is either material to ParentVSTR’s business or was not entered into in the ordinary course of business.