Common use of Contracts; No Defaults Clause in Contracts

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representatives. (b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a whole.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose filed with the SEC on or prior to the date hereof contain a listing of every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement and the Subscription AgreementsAgreement) to which, as of the date of this Agreement, Acquiror or Merger Sub one or more of its Subsidiaries is a party or by which any of their respective assets are bound (the collectively, “Acquiror Material Contracts”). True, correct correct, and complete copies or template forms of the Acquiror each such SEC Material Contracts have been delivered to or made available to the Company or its agents or representatives. The Acquiror has not entered into any other Contracts, except (i) this Agreement and the agreements expressly contemplated hereby (including any agreements permitted by Section 7.1), (ii) with Acquiror’s legal, financial, and other advisors, (iii) in connection with Acquiror’s directors’ and officers’ liability insurance policy, or (iv) otherwise in the ordinary course of business (the Material Contracts and the Contracts referred to in clauses (i)-(iv), collectively, the “Acquiror Contracts”). (b) Neither Each Acquiror Contract was entered into at arm’s length and in the ordinary course of business. Except for any Acquiror Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Acquiror Contract (i) such Acquiror Contract is in full force and effect and represents the legal, valid, and binding obligations of Acquiror or its Subsidiaries party thereto and, to the knowledge of Acquiror, represents the legal, valid, and binding obligations of the other parties thereto, and, to the knowledge of Acquiror, is enforceable by Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of Acquiror, its Subsidiaries or, to the knowledge of Acquiror, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Acquiror Contract, (iii) since the dates of their respective incorporations, neither Acquiror nor Merger Sub isits Subsidiaries has received any written or, to the knowledge of Acquiror, oral claim or notice of material breach of or material default under any such Acquiror Contract, (iv) to the knowledge of Acquiror, no event has occurred that, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Acquiror Contract by Acquiror or its Subsidiaries or, to the knowledge of Acquiror, any other party thereto (in each case, with or without notice or lapse of time or both), and (v) since the dates of their respective incorporations, through the date hereof, neither Acquiror nor its Subsidiaries has it received written notice that from any other party to any such Acquiror Material Contract is, in material violation that such party intends to terminate or material breach of or material default (immediately or upon notice or lapse of time) under not renew any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeContract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose Schedule 5.17 contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement and the Subscription AgreementsAgreement) to which, as of the date of this Agreement, Acquiror or Merger Sub one or more of its Subsidiaries is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”)bound. True, correct and complete copies of the Acquiror Material Contracts listed on Schedule 5.17 have been delivered to or made available to the Company or its agents or representatives. (b) Neither Each Contract of a type required to be listed on Schedule 5.17, whether or not set forth on Schedule 5.17, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a), whether or not set forth on Schedule 5.17, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of Acquiror nor Merger Sub isor its Subsidiaries party thereto and, nor has it received written notice that to the knowledge of Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of Acquiror, are enforceable by Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of Acquiror, its Subsidiaries or, to the knowledge of Acquiror, any other party to any such Acquiror Material Contract is, thereto is in material violation or material breach of or material default (immediately or upon notice would be in material breach, violation or lapse default but for the existence of timea cure period) under any such Contract, (iii) since the dates of their respective incorporations, neither Acquiror Material Contract to which it is a party or nor its Subsidiaries have received any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, andwritten or, to the Knowledge knowledge of Acquiror, each other party thereto, except as would not be oral claim or notice of material and adverse to Acquiror and Merger Sub, taken as a whole. There is no breach of or material default under any such Acquiror Material Contract, (iv) to the knowledge of Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by Acquiror or Merger Sub, its Subsidiaries or, to the Knowledge knowledge of Acquiror, any other party theretothereto (in each case, and no event has occurred that with the or without notice or lapse of time or both) and (v) since the giving dates of their respective incorporations, through the date hereof, neither Acquiror nor its Subsidiaries have received written notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, from any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeany such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose Schedule 5.17(a) contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement Agreement, the Forward Purchase Agreements and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or Merger Sub one or more of its Subsidiaries is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”)bound. True, correct and complete copies of the Acquiror Material Contracts listed on Schedule 5.17(a) have been delivered to or made available to the Company or its agents or representatives. (b) Neither Each Contract of a type required to be listed on Schedule 5.17(a), whether or not set forth on Schedule 5.17(a), was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a), whether or not set forth on Schedule 5.17(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror nor Merger Sub isor its Subsidiaries party thereto and, nor has it received written notice that to the knowledge of the Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries or, to the knowledge of the Acquiror, any other party to any such Acquiror Material Contract is, thereto is in material violation or material breach of or material default (immediately or upon notice would be in material breach, violation or lapse default but for the existence of timea cure period) under any such Contract, (iii) since December 31, 2017, neither the Acquiror Material Contract to which it is a party or nor its Subsidiaries have received any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, andwritten or, to the Knowledge knowledge of the Acquiror, each other party thereto, except as would not be oral claim or notice of material and adverse to Acquiror and Merger Sub, taken as a whole. There is no breach of or material default under any such Acquiror Material Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or Merger Sub, its Subsidiaries or, to the Knowledge knowledge of the Acquiror, any other party theretothereto (in each case, and no event has occurred that with the or without notice or lapse of time or both) and (v) since December 31, 2017 through the giving of date hereof, neither the Acquiror nor its Subsidiaries have received written notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, from any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeany such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term Each Material Contract of Adamis is defined set forth in Item 601(b)(10Section 2.19(a) of Regulation S-K the Adamis Disclosure Letter or filed as an exhibit to the Adamis SEC Reports, and is enforceable in accordance with its terms, subject to (i) laws of the SEC) (other than confidentiality and non-disclosure agreementsgeneral application relating to bankruptcy, this Agreement insolvency and the Subscription Agreementsrelief of debtors, and (ii) to whichrules of law governing specific performance, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct injunctive relief and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representatives.other equitable remedies; and (b) Neither Acquiror nor Merger Sub isAdamis has not violated or breached, nor has it received written notice that or committed any other party to default under, any such Acquiror Material Contract isContract, in material violation each of the above cases where such violation, breach or material breach of default would have a Material Adverse Effect on Adamis. Except as set forth in the Adamis Disclosure Letter or material default the Adamis SEC Reports, no event has occurred, and no circumstance or condition exists, that (immediately with or upon without notice or lapse of time) would reasonably be expected to, (i) result in a violation or breach of any of the provisions of any Material Contract of Adamis, (ii) give any Person the right to declare a default or exercise any remedy under any such Acquiror Material Contract of Adamis, (iii) give any Person the right to which it is accelerate the maturity or performance of any Material Contract of Adamis, or (iv) give any Person the right to cancel, terminate or modify any Material Contract, in each of the above cases where such violation, breach or default would have a Material Adverse Effect on Adamis. Neither Adamis nor any of its Subsidiaries has received any notice or other written or, to Adamis’s Knowledge, oral communication regarding any actual or possible violation or breach of, or default under, any Material Contract of Adamis. (c) The Adamis Disclosure Letter sets forth a list of all material consents or waivers of, or notifications to, any Governmental Entity or any third party that are required or provided for under any Material Contract of Adamis or any of its properties or other assets is subject. No such Acquiror Material Contract is Subsidiaries in connection with the subject of a notice to terminate, except for any expiration of the term of such Contract following the date execution and delivery of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid Ancillary Agreements by Adamis and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge consummation of Acquiror, each other party thereto, except as would not be material the transactions contemplated hereby and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholethereby.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement and the Subscription AgreementsAgreement) to which, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representativesRepresentatives. (b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or a Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a whole.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose Schedule 5.16(a) contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or Merger Sub one or more of its Subsidiaries is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”)bound. True, correct and complete copies of the Acquiror Material Contracts listed on Schedule 5.16(a) have been delivered to or made available to the Company or its agents or representatives. (b) Neither Each Contract of a type required to be listed on Schedule 5.16(a), whether or not set forth on Schedule 5.16(a), was entered into at arm’s length in all material respects and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Schedule 5.16(a), whether or not set forth on Schedule 5.16(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror nor Merger Sub isor its Subsidiaries party thereto and, nor has it received written notice that to the knowledge of the Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries or, to the knowledge of the Acquiror, any other party to any such Acquiror Material Contract is, thereto is in material violation or material breach of or material default (immediately or upon notice would be in material breach, violation or lapse default but for the existence of timea cure period) under any such Contract, (iii) since June 30, 2021, neither the Acquiror Material Contract to which it is a party or nor its Subsidiaries have received any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, andwritten or, to the Knowledge knowledge of the Acquiror, each other party thereto, except as would not be oral claim or notice of material and adverse to Acquiror and Merger Sub, taken as a whole. There is no breach of or material default under any such Acquiror Material Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or Merger Sub, its Subsidiaries or, to the Knowledge knowledge of the Acquiror, any other party theretothereto (in each case, and no event has occurred that with the or without notice or lapse of time or both) and (v) since December 31, 2020 through the giving of date hereof, neither the Acquiror nor its Subsidiaries have received written notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, from any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeany such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (Except as such term is defined described in Item 601(b)(10) of Regulation S-K Section 3.17 of the SECSTEAG Disclosure Schedule, none of the STEAG Subsidiaries is a party to or subject to any agreement, contract, or commitment, written or, to the knowledge of STEAG, oral (including, without limitation, leases of real property), which (i) has expected receipts or expenditures by any of the STEAG Subsidiaries, alone or in the aggregate, in excess of $5 million, other than purchase orders from customers and purchase orders to suppliers in the ordinary course of business, (ii) requires, as its primary purpose, any of the STEAG Subsidiaries to indemnify any Person, (iii) grants any exclusive material licenses or distributorships to any party, (iv) evidences indebtedness for borrowed or loaned money of $1 million or more, including guarantees of such indebtedness (other than confidentiality trade accounts receivable and non-disclosure agreementstrade accounts payable), this Agreement or (v) has an initial term of more than one year and the Subscription Agreements) to which, as is not cancelable without significant penalties by any of the date STEAG Subsidiaries on 60 days' or less notice (other than employment agreements with a current term of this Agreementthree years or less) (each of the items described under (i) through (v), Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror "Material Contracts”Contract"). True, correct and complete copies None of the Acquiror Material Contracts have been delivered STEAG Subsidiaries is in default or, to or made available STEAG's knowledge, alleged to the Company or its agents or representatives. (b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, be in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of AcquirorSTEAG's knowledge, each no other party thereto, thereto is in default except as would not reasonably be material and adverse expected to Acquiror and Merger Subhave a STEAG Material Adverse Effect. To STEAG's knowledge, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event nothing has occurred that which, with or without the lapse passage of time or the giving of notice or both both, would constitute a default thereunder by Acquiror any STEAG Subsidiary or Merger Sub, by any other party under any such Material Contract except as would not reasonably be expected to have a STEAG Material Adverse Effect. STEAG has not received any written or, to its knowledge, oral, notification that any such Material Contract is not likely to be renewed. The Strategic Business Combination contemplated by this Agreement will not create a default under or permit the Knowledge termination of Acquiroror otherwise adversely affect any such Material Contract in a manner that would reasonably be expected to have a STEAG Material Adverse Effect. Except as described in Section 3.17 of the STEAG Disclosure Schedule hereto, neither STEAG nor any other party thereto, in each case, except as would be material and adverse STEAG Subsidiary is required to Acquiror and Merger Sub, taken as a wholegive any notice to any person regarding this Agreement or the transactions contemplated hereby pursuant to the terms of any such Material Contract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose SPAC Schedule 5.17(a) contains a listing of (i) every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement and the Subscription Agreements) and (ii) any Contract under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of SPAC or one or more of its Subsidiaries, in each case, to which, as of the date of this Agreement, Acquiror SPAC or Merger Sub one or more of its Subsidiaries is a party or by which any of their respective assets are bound (the “Acquiror SPAC Material Contracts”). True, correct and complete copies of the Acquiror SPAC Material Contracts listed on SPAC Schedule 5.17(a) have been delivered to or made available to the Company or its agents or representatives. (b) Neither Acquiror nor Merger Sub isEach Contract of a type required to be listed on SPAC Schedule 5.17(a), nor has it received written notice that whether or not set forth on SPAC Schedule 5.17(a), was entered into at arm’s-length and in the ordinary course of business. Except for any other party to any such Acquiror SPAC Material Contract is, in material violation that has terminated or material breach of or material default (immediately or will terminate upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the stated term thereof prior to the Acquisition Merger Closing Date, with respect to any Contract of the type described in SPAC Schedule 5.17(a), whether or not set forth on SPAC Schedule 5.17(a), (i) such Contract following Contracts are in full force and effect and represents the date legal, valid and binding obligations of this Agreement SPAC or its Subsidiaries party thereto and, to the knowledge of SPAC, represents the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of SPAC, is enforceable by SPAC or its Subsidiaries to the extent a party thereto in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject in all respects to the Enforceability Exceptionseffects of bankruptcy, is legalinsolvency, valid fraudulent conveyance, reorganization, moratorium and binding on Acquiror other laws relating to or Merger Subaffecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), as applicable, and, to the Knowledge of Acquiror, in each other party thereto, case except as would not be material and adverse to Acquiror SPAC and Merger Sub, taken as a whole. There , (ii) neither SPAC nor Merger Sub is, nor has SPAC received written notice that any other party to such SPAC Material Contract is, in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any SPAC Material Contract to which it is no a party, (iii) since October 5, 2020, neither SPAC nor Merger Sub has received any written notice to terminate any SPAC Material Contract, oral claim or notice of material breach of or material default under any such Acquiror Contract, (iv) to the knowledge of SPAC, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any SPAC Material Contract by Acquiror SPAC or Merger Sub, Sub or, to the Knowledge knowledge of AcquirorSPAC, any other party theretothereto (in each case, and no event has occurred that with the or without notice or lapse of time or both) and (v) since October 5, 2020, through the giving of date hereof, neither the SPAC nor its Subsidiaries have received written notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, from any other party theretoto any such Contract that such party intends to terminate or not renew any such Contract, in each case, case except as would not be material and adverse to Acquiror SPAC and Merger Sub, taken as a whole.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” Schedule 3.13 contains a complete and accurate list of: (as such term is defined in Item 601(b)(10i) each license, lease, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of Regulation S-K or any leasehold or other interest in, any of the SECAcquired Assets; (ii) each Contract with respect to the Acquired Intellectual Property; (other than confidentiality and noniii) each Contract that is Neenah-disclosure agreements, this Wausau Asset Purchase Agreement and material to the Subscription Agreements) to which, as Acquired Assets or the operations or prospects of the date of this Agreement, Acquiror Business and solely relates to the Seller’s conduct or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct and complete copies operation of the Acquiror Material Contracts have been delivered to Business involving the Acquired Assets; and (iv) each written warranty, guaranty or made available other similar undertaking with respect to the Company Acquired Assets. For the avoidance of doubt, any Contract pursuant to which the Seller, in connection with the operation of the Business, receives or its agents or representativesexpends more than One Hundred Thousand and No/100 Dollars ($100,000.00) in any period of 12 consecutive months shall be deemed “material” for purposes of the foregoing representation and warranty. (b) Neither Acquiror nor Merger Sub isThe Seller has made available to the Purchaser prior to the date hereof a correct and complete copy of each written Contract listed in Schedule 3.13 (as amended to date) and a brief written summary setting forth the terms and conditions of any oral Contract referred to in Schedule 3.13. (c) With respect to each Acquired Contract: (i) the Acquired Contract is legal, nor has it received written notice that any valid, binding, enforceable and in full force and effect; (ii) the Acquired Contract will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms as of the Closing Date immediately after giving effect to the consummation of the Contemplated Transactions; (iii) the Seller is not in breach or default and, to Seller’s Knowledge, no other party to any such Acquiror Material Contract isis in breach or default and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, in material violation modification or material breach acceleration, under the Acquired Contract; (iv) the Seller has complied with all applicable terms and requirements of the Acquired Contract; (v) no event has occurred or material default circumstance exists that (immediately with or upon without notice or lapse of time) under any such Acquiror Material Contract to which it is may contravene, conflict with, or result in a party violation or any of its properties breach of, or give the Seller or other assets is subject. No such Acquiror Material Contract is Person the subject of right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, the Acquired Contract; and (iii) the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or breach of, or default under, the Acquired Contract. (d) There are no renegotiations of, attempts to terminaterenegotiate, except for or outstanding rights to renegotiate any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject material amounts paid or payable to the Enforceability ExceptionsSeller under the Acquired Contracts, is legalwith any Person, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquirorthe Seller, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event Person has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholemade written demand for such renegotiation.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10Section 4.12(a) of Regulation S-K the Company Disclosure Letter contains a list of the SECall Contracts described in clauses (i) through (other than confidentiality and non-disclosure agreements, xii) of this Agreement and the Subscription AgreementsSection 4.12(a) to which, as of the date of this Agreement, Acquiror the Company or Merger Sub any of its Subsidiaries is a party or by which any of their respective assets are bound other than the Company Benefit Plans (all such Contracts as described in clauses (i) through (xii), collectively, the “Acquiror Material Specified Contracts”). True, correct and complete copies of the Acquiror Material Specified Contracts have been delivered made available to SPAC. (i) Except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, each Contract relating to Indebtedness; (ii) Except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof, and with respect to which there are any material ongoing obligations; (iii) Except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, each Contract requiring capital expenditures in a single transaction for the Company or any of its Subsidiaries after the date of this Agreement; (iv) Each material license or other material agreement under which the Company or any of its Subsidiaries (x) is a licensee with respect to any item of material Licensed Intellectual Property (excluding click-wrap and shrink-wrap licenses and licenses for off-the-shelf software and other software that is commercially available on standard terms to the public generally and open source licenses), (y) is a licensor or otherwise grants to a third party any rights to use any item of material Owned Intellectual Property, in each case, other than non-exclusive licenses or sublicenses granted in the ordinary course of business, or (z) is a party and that otherwise materially affects the Company’s or its Subsidiaries’ ownership of or ability to use, register, license or enforce any material Owned Intellectual Property (including concurrent use agreements, settlement agreements and consent to use agreements but other than licenses excluded under clause (x) above); (v) Each collective bargaining agreement or other labor Contract with any labor union, labor organization or works council or any arrangement with an employer organization (each a “CBA”); (vi) Each Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company and its Subsidiaries, taken as a whole; (vii) Each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority pursuant to which the Company or any of its Subsidiaries will have any material outstanding obligation after the date of this Agreement; (viii) Each Affiliate Agreement; (ix) Each Contract providing for hosting services relating to the Mining Equipment, including all Contracts and all appendices and exhibits thereto setting forth payment terms for energy costs and internet connectivity; (x) Each Contract containing covenants of the Company or any of its Subsidiaries (A) prohibiting or limiting the right of the Company or any of its Subsidiaries to engage in or compete with any Person that would reasonably be expected to be material to the Company and its Subsidiaries (taken as a whole) or (B) prohibiting or restricting the Company’s and its Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect; (xi) Each Contract that contains any exclusivity, “most favored nation,” minimum use or supply requirements or similar covenants; (xii) Each Contract entered into primarily for the purpose of interest rate or foreign currency hedging; (xiii) any Contract under which the Company or a Subsidiary is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $100,000 or would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole; (xiv) Any joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract; (xv) Any Contract requiring the Company or any Subsidiary to guarantee the Liabilities of any Person (other than the Company) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of the Company or a Subsidiary; (xvi) Except as would not reasonably be expected to be material to the Company Business, any Contract under which the Company or any Subsidiary has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person individually or in the aggregate, or made available any capital contribution to, or other investment in, any Person; (xvii) Any Contract providing for any Company Change of Control Payment; (xviii) Any Contract for the disposition of any portion of the assets or business of the Company or a Subsidiary or for the acquisition by the Company or a Subsidiary of the assets or business of any other Person (other than acquisitions or dispositions made in the ordinary course of business), or under which the Company has any continuing obligation with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment obligation; (xix) The Company Disclosure Letter sets forth a list of each of the Companies’ (a) top ten (10) customers (inclusive of distributors and value-added-resellers), based on amounts paid for goods or services for the twelve (12) month period ended December 31, 2022, (each such customer, a “Material Customer”) and (b) except for providers providing professional service for the consummation of the transactions, top ten (10) suppliers and vendors of goods and services to the Company based on amounts paid for goods or services for the twelve (12) month period ended December 31, 2022, during each such period (each such supplier, a “Material Supplier”). No Material Customer or Material Supplier has (i) terminated or to the Company’s Knowledge, threatened to terminate its relationship with the Company; (ii) as of the date hereof, materially reduced its business with the Company or adversely modified its relationship with the Company; (iii) as of the date hereof, notified the Company of its intention to take any such action; or (iv) to the Company’s Knowledge, has become insolvent or is subject to bankruptcy proceedings. (xx) any Contract with any (A) Material Customer or (B) Material Supplier; and (xxi) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock or shares, sale of assets, license or otherwise) pursuant to which (A) payment obligations by or to the Company or any of its agents Subsidiaries remain outstanding or representatives(B) any earn-out, deferred or contingent payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s business). (b) Neither Acquiror nor Merger Sub is, nor has it received written notice Except (x) to the extent that any other party to any such Acquiror Material Specified Contract isor Lease expires, in material violation terminates or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract not renewed following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is upon the expiration of the stated term thereof, and (y) for such failures to be legal, valid and binding or to be in full force and effect as would not have a Material Adverse Effect, each Specified Contract and Lease is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the Company or one or more of its Subsidiaries party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Except where the occurrence of such breach or default or failure to perform would not have a Material Adverse Effect, is legal(x) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under the Specified Contracts and the Leases and neither the Company, valid and binding on Acquiror or Merger Subthe Company’s Subsidiaries, as applicable, andnor, to the Knowledge of Acquirorthe Company, each any other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There thereto is no in breach of or default under any such Acquiror Material Specified Contract or Lease, (y) during the last twelve (12) months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any Specified Contract or Lease, and (z) no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any Specified Contract or Lease by Acquiror the Company or Merger Sub, its Subsidiaries or, to the Knowledge of Acquirorthe Company, any other party theretothereto (in each case, and no event has occurred that with the or without notice or lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeboth).

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose Schedule 5.16(a) contains a listing of every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or Merger Sub one or more of its Subsidiaries is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”)bound. True, correct and complete copies of the Acquiror Material Contracts listed on Schedule 5.16(a) have been delivered to or made available to the Company or and its agents or and representatives. (b) Neither Each Contract of a type required to be listed on Schedule 5.16(a), whether or not set forth on Schedule 5.16(a), was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.16(a), whether or not set forth on Schedule 5.16(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of Acquiror nor or its Subsidiaries party thereto and represent the legal, valid and binding obligations of the other parties thereto, and are enforceable by Acquiror or Merger Sub isto the extent a party thereto in accordance with their terms, nor has it received written notice that subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of Acquiror, Merger Sub or any other party to any such Acquiror Material Contract is, thereto is in material violation or material breach of or material default (immediately or upon notice would be in material breach, violation or lapse default but for the existence of timea cure period) under any such Contract, (iii) since October 31, 2019, neither Acquiror Material nor Merger Sub have received any written or, to the knowledge of Acquiror, oral claim or notice of material breach of or material default under any such Contract, (iv) no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract to which it is a party by Acquiror or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, Subsidiaries or, to the Knowledge knowledge of Acquiror, any other party theretothereto (in each case, and no event has occurred that with the or without notice or lapse of time or both) and (v) since October 31, 2019 through the giving date hereof, neither Acquiror nor any of its Subsidiaries have received written notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, from any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeany such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose Section 4.10 of the Buyer’s Disclosure Letter contains a listing of every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreementsagreements and this Agreement), this Agreement and the Subscription Agreements) to which, as of the date of this AgreementEffective Date, Acquiror or Merger Sub the Buyer is a party or by which any of their respective its assets are bound (the “Acquiror Material Contracts”)bound. True, correct and complete copies of the Acquiror Material Contracts listed in Section 4.10 of the Buyer’s Disclosure Letter have been delivered to or made available to the Company or its agents or representatives. . Each Contract of a type required to be listed in Section 4.10 of the Buyer’s Disclosure Letter, whether or not set forth in Section 4.10 of the Buyer’s Disclosure Letter, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 4.10 of the Buyer’s Disclosure Letter, whether or not set forth in Section 4.10 of the Buyer’s Disclosure Letter, (bi) Neither Acquiror nor Merger Sub issuch Contracts are in full force and effect and represent the legal, nor has it received written notice that valid and binding obligations of the Buyer and, to the Knowledge of the Buyer, represent the legal, valid and binding obligations of the other parties thereto, and, to the Knowledge of the Buyer, are enforceable by the Buyer in accordance with their terms, subject in all respects to the Enforceability Exceptions, (ii) none of the Buyer nor, to the Knowledge of the Buyer, any other party to any such Acquiror Material Contract is, thereto is in material violation or material breach of or material default (immediately or upon notice would be in material breach, violation or lapse default but for the existence of timea cure period) under any such Acquiror Material Contract to which it is a party or Contract, (iii) the Buyer has not received any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, written or, to the Knowledge of Acquirorthe Buyer, oral claim or notice of material breach of or material default under any other party theretosuch Contract, and (iv) to the Knowledge of the Buyer, no event has occurred that which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the lapse of time Buyer or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, its Subsidiaries or, to the Knowledge of Acquirorthe Buyer, any other party thereto, thereto (in each case, except as would be material with or without notice or lapse of time or both) and adverse (v) through the Effective Date, the Buyer has not received written notice from any other party to Acquiror and Merger Sub, taken as a wholeany such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose Schedule 5.17 contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement and the Subscription Non-Redemption Agreements) to which, as of the date of this Agreement, Acquiror or Merger Sub one or more of its Subsidiaries is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”)bound. True, correct and complete copies of the Acquiror Material Contracts listed on Schedule 5.17 have been delivered to or made available to the Company or its agents or representatives. (b) Neither Each Contract of a type required to be listed on Schedule 5.17, whether or not set forth on Schedule 5.17, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a), whether or not set forth on Schedule 5.17, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of Acquiror nor Merger Sub isor its Subsidiaries party thereto and, nor has it received written notice that to the knowledge of Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of Acquiror, are enforceable by Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of Acquiror, its Subsidiaries or, to the knowledge of Acquiror, any other party to any such Acquiror Material Contract is, thereto is in material violation or material breach of or material default (immediately or upon notice would be in material breach, violation or lapse default but for the existence of timea cure period) under any such Contract, (iii) since December 31, 2019, neither Acquiror Material Contract to which it is a party or nor its Subsidiaries have received any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, andwritten or, to the Knowledge knowledge of Acquiror, each other party thereto, except as would not be oral claim or notice of material and adverse to Acquiror and Merger Sub, taken as a whole. There is no breach of or material default under any such Acquiror Material Contract, (iv) to the knowledge of Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by Acquiror or Merger Sub, its Subsidiaries or, to the Knowledge knowledge of Acquiror, any other party theretothereto (in each case, and no event has occurred that with the or without notice or lapse of time or both) and (v) since December 31, 2018 through the giving of date hereof, neither Acquiror nor its Subsidiaries have received written notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, from any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeany such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose of the Buyer’s Disclosure Letter contains a listing of every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreementsagreements and this Agreement), this Agreement and the Subscription Agreements) to which, as of the date of this AgreementEffective Date, Acquiror or Merger Sub the Buyer is a party or by which any of their respective its assets are bound (the “Acquiror Material Contracts”)bound. True, correct and complete copies of the Acquiror Material Contracts listed in Section 4.10 of the Buyer’s Disclosure Letter have been delivered to or made available to the Company or its agents or representatives. . Each Contract of a type required to be listed in Section 4.10 of the Buyer’s Disclosure Letter, whether or not set forth in Section 4.10 of the Buyer’s Disclosure Letter, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 4.10 of the Buyer’s Disclosure Letter, whether or not set forth in Section 4.10 of the Buyer’s Disclosure Letter, (bi) Neither Acquiror nor Merger Sub issuch Contracts are in full force and effect and represent the legal, nor has it received written notice that valid and binding obligations of the Buyer and, to the knowledge of the Buyer, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Buyer, are enforceable by the Buyer in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Buyer or, to the knowledge of the Buyer, any other party to any such Acquiror Material Contract is, thereto is in material violation or material breach of or material default (immediately or upon would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) the Buyer has not received any written or, to the knowledge of the Buyer, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Buyer, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Buyer or its Subsidiaries or, to the knowledge of the Buyer, any other party thereto (in each case, with or without notice or lapse of timetime or both) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is and (v) through the subject of a Effective Date, the Buyer has not received written notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, from any other party thereto, and no event has occurred to any such Contract that with the lapse of time such party intends to terminate or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, not renew any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholesuch Contract.

Contracts; No Defaults. (aSection 5.15(a) The Acquiror SEC Reports disclose of the DFHT Disclosure Schedules contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement Agreement, and the Subscription Agreements, the Deerfield PIPE Agreement and the Deerfield Sponsor PIPE Agreement) to which, as of the date of this Agreement, Acquiror DFHT or Merger Sub one or more of its Subsidiaries is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”)bound. True, correct and complete copies of the Acquiror Material Contracts listed in Section 5.15(a) of the DFHT Disclosure Schedules have been delivered to or made available to the each Company or its respective agents or representatives. . Except as would not have, individually or in the aggregate, a DFHT Material Adverse Effect, each Contract of a type required to be listed in Section 5.15(a) of the DFHT Disclosure Schedules, whether or not set forth in Section 5.15(a) of the DFHT Disclosure Schedules, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.15(a) of the DFHT Disclosure Schedules, whether or not set forth in Section 5.15(a) of the DFHT Disclosure Schedules, (bi) Neither Acquiror nor Merger Sub issuch Contracts are in full force and effect and represent the legal, nor has it received written notice that valid and binding obligations of DFHT or its Subsidiaries party thereto and, to the knowledge of DFHT, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of DFHT, are enforceable by DFHT or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of DFHT, its Subsidiaries or, to the knowledge of DFHT, any other party to any such Acquiror Material Contract is, thereto is in material violation or material breach of or material default (immediately or upon would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) neither DFHT nor its Subsidiaries have received any written or, to the knowledge of DFHT, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of DFHT, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by DFHT or its Subsidiaries or, to the knowledge of DFHT, any other party thereto (in each case, with or without notice or lapse of timetime or both) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following and (v) through the date of this Agreement in accordance with hereof, neither DFHT nor its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, Subsidiaries have received written notice from any other party thereto, and no event has occurred to any such Contract that with the lapse of time such party intends to terminate or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, not renew any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholesuch Contract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose Schedule 5.16(a) contains a listing of all Contracts including (i) every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement and the Subscription Agreements), (ii) all Contracts to which Acquiror owes Sponsor money, and (iii) all Contracts pursuant to which Acquiror will have ongoing obligations after the Effective Time, in each case which, as of the date of this Agreement, Acquiror or Merger Sub one or more of its Subsidiaries is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”)bound. True, correct and complete copies of the Acquiror Material Contracts of the type described in Schedule 5.16(a) have been delivered to or made available to the Company or its agents or representatives. (b) Neither Each Contract of a type required to be listed on Schedule 5.16(a), whether or not set forth on Schedule 5.16(a), was entered into at arm’s length in all material respects and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Schedule 5.16(a), whether or not set forth on Schedule 5.16(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror nor Merger Sub isor its Subsidiaries party thereto and, nor has it received written notice that to the knowledge of the Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries or, to the knowledge of the Acquiror, any other party to any such Acquiror Material Contract is, thereto is in material violation or material breach of or material default (immediately or upon notice would be in material breach, violation or lapse default but for the existence of timea cure period) under any such Contract, (iii) since May 20, 2021, neither the Acquiror Material Contract to which it is a party or nor its Subsidiaries have received any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, andwritten or, to the Knowledge knowledge of the Acquiror, each other party thereto, except as would not be oral claim or notice of material and adverse to Acquiror and Merger Sub, taken as a whole. There is no breach of or material default under any such Acquiror Material Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or Merger Sub, its Subsidiaries or, to the Knowledge knowledge of the Acquiror, any other party theretothereto (in each case, and no event has occurred that with the or without notice or lapse of time or both) and (v) since May 20, 2021 through the giving of date hereof, neither the Acquiror nor its Subsidiaries have received written notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, from any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeany such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (Except as such term set forth in Schedule 3.18(a), each Assumed Seller Contract listed in Schedule 2.1(b) is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality full force and non-disclosure agreementseffect, this Agreement is valid and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct and complete copies of the Acquiror Material Contracts have been delivered to or made available to the Company or its agents or representatives. (b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement enforceable in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicableassignable by Seller Parties to Buyer without the consent of any other Person, and, to the Knowledge of AcquirorSeller, will upon completion or performance thereof not have a Material Adverse Effect on the Business or Assets and there are no amendments, purchase orders or other understanding or arrangements related to any such Assumed Seller Contract that in any way alters, amends, nullifies or otherwise impedes the effectiveness of such Assumed Seller Contract; provided, however, that certain Assumed Seller Contracts as described on Schedule 3.18(a) are subject to novation in accordance with the Federal Acquisitions Regulation and certain state government procurement laws and regulations, and pursuant to Section 5.15, in order to substitute Buyer for Seller Parties such Assumed Seller Contracts are subject to novation, as identified in Schedule 3.18(a). Seller Parties each represent that they will cooperate, in all reasonable respects, to obtain any required consent to permit the transfer of each government Seller Contract to Buyer as soon as practicable after the Closing without payment of further consideration therefor and in the preparation, filing and processing of any and all novation requirements; provided that the Seller Parties shall not be required to make any payments or agree to any material undertakings in connection therewith. During the novation process, the Seller Parties will cooperate, in all reasonable respects, to provide to Buyer the benefits under each Assumed Seller Contract that is subject to novation (with Buyer entitled to all the gains and responsible for all the losses, taxes, liabilities and/or obligations thereunder, but only to the extent such losses, taxes, liabilities and/or obligations are not attributable to the Seller Parties and their respective affiliates) and to grant to Buyer the right to service any Assumed Seller Contract in the place and stead of the Seller Parties as a sub-contractor as further described in Section 5.15. (b) Except as set forth in Schedule 3.18(b): (i) Seller Parties are, and at all times have been, in compliance in all material respects with all applicable terms and requirements of each Seller Contract which is being assumed by Buyer. (ii) to Seller Parties’ Knowledge, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default Person that has or had any obligation or liability under any such Acquiror Material Seller Contract by Acquiror or Merger Sub, or, which is being assigned to the Knowledge of Acquiror, any other party theretoBuyer is, and at all times has been, in compliance in all material respects with all applicable terms and requirements of such Seller Contract; (iii) to Seller Parties’ Knowledge, no event has occurred or circumstance exists that (with the or without notice or lapse of time time) may contravene, conflict with or result in a Breach of, or give Seller Parties or other Person the giving right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract that is being assigned to or assumed by Buyer; and (iv) to Seller Parties’ Knowledge no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or both lapse of time) would constitute cause the creation of any Encumbrance affecting any of the Assets. (c) Seller Parties each represent and warrant that it is not aware of and has not received from any contracting party any notice of default or other notification alleging the deficiency of its performance under any contract listed in Schedules 2.1 or 3.18(a). (d) Seller Parties have each complied with all clauses, provisions and requirements of any government Contract or government Contract bid, including all provisions regarding assignment or change of control as well as cost accounting, invoicing and procurement processes. (e) All government Contracts and government Contract bids have complied with all applicable statutory and regulatory requirements during the relevant period, including some or all of the following: ● Federal Acquisition Act; ● Service Contract Act; ● Truth in Negotiations Act; ● Fair Labor Standards Act; ● Procurement Integrity Act; ● False Claims Act; ● Buy American; and ● Trade Agreements Act. (f) Neither Seller not Seller Sub has received notice of termination for convenience, notice of termination for default, cure notice, or show-cause notice pertaining to any government Contract or government Contract bid. (g) Neither Seller nor Seller Sub is subject to litigation for false claims, claims for price adjustment or other requests for price reductions based on actual or alleged defective pricing. (h) All national security clearances held by Seller Parties and/or any employee are set forth on Schedule 3.18(h) and Seller Parties and/or any individual who holds a default thereunder by Acquiror security clearance is complying with all national security obligations. (i) There are no current or Merger Subthreatened disputes between Seller Parties and any governmental authority with respect to any government Contract, orincluding fraud, to the Knowledge violation of Acquirorantitrust statutes or commission of embezzlement, any other party theretotheft, in each caseforgery, except as would be material and adverse to Acquiror and Merger Subbribery, taken as a wholefalsification or destruction of records, making false statements or receiving stolen property.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10Part 3.9(a) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”). True, correct contains an accurate and complete copies of the Acquiror Material Contracts have been list and Seller has delivered to or made available to the Company or its agents or representativesBuyer accurate and complete copies, of each Seller Contract. (b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party Except as set forth in Part 3.9(b) with respect to any each Seller Contract: (i) such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Seller Contract is in full force and effect andand is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the Enforceability Exceptionsenforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies; (ii) such Seller Contract is legalassignable by Seller to Buyer without the consent of any other Person; (iii) no rights of any other Person will be triggered, valid and binding on Acquiror accelerated or Merger Subcreated pursuant to such Seller Contract because of the Contemplated Transactions, as applicable, except to the extent waivers of such rights are being obtained by Seller; and, (iv) to the Knowledge of AcquirorSeller, no such Seller Contract will upon completion or performance thereof have a material adverse affect on the business, assets or condition of Seller or the business to be conducted by Buyer with the Assets. (c) Except as set forth in Part 3.9(c): (i) Seller is, and at all times since has been, in material compliance with all applicable terms and requirements of each Seller Contract; (ii) To the Knowledge of Seller, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default Person that has or had any obligation or liability under any Seller Contract is in material compliance with all applicable terms and requirements of such Acquiror Material Contract; (iii) To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; (iv) No event has occurred or circumstance exists under or by virtue of any Seller Contract by Acquiror that (with or Merger Sub, without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and (v) Seller has not given to or received from any other Person any written notice or, to the Knowledge of AcquirorSeller, other communication regarding any actual, alleged, possible or potential violation or Breach of, or default under, any other party theretoSeller Contract. (d) Except as disclosed on Part 3.9(d), there are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no event such Person has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, made written demand for such renegotiation. (e) Each Seller Contract relating to the Knowledge sale of Acquiror, coal by Seller has been entered into in the Ordinary Course of Business of Seller and has been entered into without the commission of any act alone or in concert with any other party theretoPerson, in each caseor any consideration having been paid or promised, except as that is or would be material and adverse to Acquiror and Merger Sub, taken as a wholein violation of any Legal Requirement.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose Schedule 5.17(a) contains a listing of every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement Agreement, the Forward Purchase Contract and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or Merger Sub is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”)bound. True, correct and complete copies of the Contracts listed on Acquiror Material Contracts Schedule 5.17(a) have been delivered to or made available to the Company or its agents or representatives. (b) Neither Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a), whether or not set forth on Acquiror nor Merger Sub isSchedule 5.17(a), nor has it received written notice that (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of Acquiror and, to the knowledge of Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and are enforceable by Acquiror in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of Acquiror or, to the knowledge of Acquiror, as of the date of this Agreement, any other party to any such Acquiror Material Contract is, thereto is in material violation or material breach of or material default (immediately or upon notice would be in material breach, violation or lapse default but for the existence of timea cure period) under any such Contract, (iii) since December 29, 2020, Acquiror Material Contract to which it is a party or has not received any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, andwritten or, to the Knowledge knowledge of Acquiror, each other party thereto, except as would not be oral claim or notice of material and adverse to Acquiror and Merger Sub, taken as a whole. There is no breach of or material default under any such Acquiror Material Contract, (iv) to the knowledge of Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by Acquiror or Merger Sub, or, to the Knowledge knowledge of Acquiror, any other party theretothereto (in each case, and no event has occurred that with the or without notice or lapse of time or both) and (v) since December 29, 2020 through the giving of date hereof, Acquiror has not received written notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, from any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeany such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose Schedule 5.17 contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement and the Subscription AgreementsAgreement) to which, as of the date of this Agreement, Acquiror Holicity or Merger Sub one or more of its Subsidiaries is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”)bound. True, correct and complete copies of the Acquiror Material Contracts listed on Schedule 5.17 have been delivered to or made available to the Company or its agents or representatives. (b) Neither Acquiror nor Merger Sub isEach Contract of a type required to be listed on Schedule 5.17, nor whether or not set forth on Schedule 5.17, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has it received written notice that terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a), whether or not set forth on Schedule 5.17, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of Holicity or its Subsidiaries party thereto and, to the knowledge of Holicity, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of Holicity, are enforceable by Holicity or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of Holicity, its Subsidiaries or, to the knowledge of Holicity, any other party to any such Acquiror Material Contract is, thereto is in material violation or material breach of or material default (immediately or upon would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31, 2019, neither Holicity nor its Subsidiaries have received any written or, to the knowledge of Holicity, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of Holicity, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by Holicity or its Subsidiaries or, to the knowledge of Holicity, any other party thereto (in each case, with or without notice or lapse of timetime or both) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminateand (v) since December 31, except for any expiration of the term of such Contract following 2018 through the date of this Agreement in accordance with hereof, neither Holicity nor its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, Subsidiaries have received written notice from any other party thereto, and no event has occurred to any such Contract that with the lapse of time such party intends to terminate or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, not renew any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholesuch Contract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose Section 6.19 of the Purchaser Parties Disclosure Letter contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement and the Subscription AgreementsAgreement) to which, as of the date of this Agreement, Acquiror or Merger Sub any Purchaser Party is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”)bound. True, correct and complete copies of the Acquiror Material Contracts listed on Section 6.19 of the Purchaser Disclosure Letter have been delivered to or made available to the Company or its agents or representatives. (b) Neither Acquiror nor Merger Sub isEach Contract of a type required to be listed on Section 6.19 of the Purchaser Disclosure Letter, nor whether or not set forth on Section 6.19 of the Purchaser Parties Disclosure Letter, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has it received written notice that terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 6.19(a) of the Purchaser Parties Disclosure Letter, whether or not set forth on Section 6.19 of the Purchaser Parties Disclosure Letter, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Purchaser Party thereto and, to the Purchaser’s knowledge, represent the legal, valid and binding obligations of the other parties thereto, and, to the Purchaser’s knowledge, are enforceable by each Purchaser Party to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) no Purchaser Party or, to Purchaser’s knowledge, any other party to any such Acquiror Material Contract is, thereto is in material violation or material breach of or material default (immediately or upon would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since the dates of their respective incorporations, no Purchaser Party has received any written or, to Purchaser’s knowledge, oral claim or notice of material breach of or material default under any such Contract, (iv) to Purchaser’s knowledge, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by any Purchaser Party or, to Purchaser’s knowledge, any other party thereto (in each case, with or without notice or lapse of timetime or both) under any such Acquiror Material Contract to which it is a party or any and (v) since the dates of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminatetheir respective incorporations, except for any expiration of the term of such Contract following through the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect andhereof, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, Purchaser Party has received written notice from any other party thereto, and no event has occurred to any such Contract that with the lapse of time such party intends to terminate or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, not renew any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholesuch Contract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term Set forth on Schedule 3.13 is defined in Item 601(b)(10) of Regulation S-K an accurate and complete list of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement and Sellers’ Material Contracts. Neither Seller is in receipt of any written claim of breach of any Material Contract that would reasonably be expected to constitute a default by the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or Merger Sub Seller that is a party or by which any of their respective assets are bound (the “Acquiror thereto and that would reasonably be expected to have a Material Contracts”)Adverse Effect. True, correct and complete copies Each of the Acquiror Material Contracts have been delivered to or made available to is a valid and binding obligation of the Company or its agents or representatives. (b) Neither Acquiror nor Merger Sub is, nor has it received written notice Seller that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets thereto, is subject. No such Acquiror Material Contract in full force and effect, and to Sellers’ Knowledge, is enforceable by the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement Sellers in accordance with its terms, except (a) for such failures to be valid and binding or in full force and effect or enforceable that would not reasonably be expected to have a Material Adverse Effect; and (b) as may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors’ rights generally, or (ii) legal and equitable limitations on the availability of specific remedies. Each Acquiror Sellers have also made available to Buyer accurate and complete copies of: (a) each Contract relating to the Business that involves a sharing of profits, losses, costs or liabilities by any Seller with any other Person; (b) each Contract relating to the Business that contains covenants that materially restrict Seller’s Business or that would limit the freedom of Buyer to engage in the Business; (c) each Material Contract relating to the Business that provides for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (d) each power of attorney of Sellers relating to the Business or the Assets that is currently effective and outstanding; (e) each Sellers Contract for capital expenditures in excess of $50,000; (f) each written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by Sellers with respect to the Business other than in the ordinary course of the Business consistent with past practices; and (g) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. Furthermore, to the Knowledge of Sellers, each Contract identified or required to be identified in this Section 3.13 and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and, subject to the Enforceability Exceptions, and is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, and no event has occurred that enforceable against Sellers in accordance with the lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeits terms.

Contracts; No Defaults. (ai) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10Schedule 3.9(a) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement and the Subscription Agreements) to whichcontains, as of the date hereof, an accurate and complete list of this Agreementeach SET Business Material Contract (or in the case of forms described in clause (ii), Acquiror or Merger Sub is a party or by listing of such forms) and (ii) except for multiple agreements that are substantially similar to a standard form, in which any of their respective assets are bound (case only such form need be made available, the “Acquiror Material Contracts”). True, correct SET Companies have made available to RBS accurate and complete copies of the Acquiror each such SET Business Material Contracts have been delivered to or made available to the Company or its agents or representativesContract. (b) Neither Acquiror nor Merger Sub isExcept as set forth in Schedule 3.9(b), nor has it received written notice that any other party to any such Acquiror the Knowledge of Sempra Energy: (i) each SET Business Material Contract is, in and material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Trading Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, and is legal, a valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge enforceable obligation of Acquiror, each other SET Company that is a party thereto, thereto except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity); (ii) no event or condition exists that constitutes or, after notice or a lapse of time or both, will constitute, a material default on the part of Sempra Energy or any of its Subsidiaries under any such SET Business Material Contract or material Trading Agreement; and (iii) with respect to SET Business Material Contracts for outstanding Indebtedness exceeding $50,000,000 individually, there are no material prepayment penalties. (c) Except for such of the following matters as, individually or in the aggregate, have not resulted in, and would not reasonably be expected to result in, a material and adverse effect on the ability to Acquiror and Merger Sub, conduct the SET Core Businesses or the business of the SET Companies taken as a whole. There is , and except for the matters set forth on Schedule 3.9(c), there are no default renegotiations of, attempts to renegotiate or outstanding contractual or statutory rights to renegotiate any amounts paid or payable under any SET Business Material Contracts with any Person having the contractual or statutory right to require such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, renegotiation and no event such Person has occurred that with the lapse made written demand for such renegotiation. (d) For purposes of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Subthis Agreement, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a whole.“

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10Section 3.11(a) of Regulation S-K of the SEC) (other than confidentiality Company Disclosure Letter contains a true, complete and non-disclosure agreements, this Agreement and the Subscription Agreements) to whichcorrect list, as of the date of this Agreement, Acquiror of (i) each Contract that will be a Transferred Asset or Merger Sub (ii) each Contract to which the Company or the Brazilian Subsidiary is a party to or by which is bound as of the date hereof, or will be a party to or bound upon consummation of the Pre-Closing Restructuring, other than any UAM Benefit Plan, in the case of their respective assets are bound clause (i) and (ii) that is, or is reasonably expected to be, material to the “Acquiror Material Contracts”)UAM Business, taken as a whole, or the Company and its Subsidiaries, taken as a whole. True, correct and complete copies of the Acquiror Material Contracts listed on Section 3.11(a) of the Company Disclosure Letter have previously been delivered to or made available to the Company Zanite or its agents or representatives, together with all amendments thereto. (b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date, all of such Contract following the date of this Agreement Contracts listed pursuant to Section 3.11(a) in accordance with its terms. Each Acquiror Material Contract is the Company Disclosure Letter (i) are in full force and effect and, subject to and (ii) represent (or will represent upon consummation of the Enforceability Exceptions, is Pre-Closing Restructuring) the legal, valid and binding on Acquiror obligations of the Company or Merger Sub, as applicable, the Brazilian Subsidiary party thereto and, to the Knowledge of AcquirorEmbraer, represent the legal, valid and binding obligations of the counterparties thereto. Except, in each case, where the occurrence of such breach or default or failure to perform would not have a UAM Material Adverse Effect, (x) Embraer or one of its Subsidiaries, as applicable, (in each case, other than with respect to the Company and its Subsidiaries, solely to the extent primarily involving, or materially and adversely affecting, the UAM Business or the Transferred Assets) has performed in all respects all respective obligations required to be performed by it under such Contracts listed pursuant to Section 3.11(a), and none of Embraer or any of its Subsidiaries (in each case, other than with respect to the Company and its Subsidiaries, solely to the extent primarily involving, or materially and adversely affecting, the UAM Business or the Transferred Assets), nor, to the Knowledge of Embraer, any other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There thereto is no in breach of or default under any such Acquiror Material Contract, (y) as of the date hereof or in the twenty-four (24) months prior to the date hereof, none of Embraer or its Subsidiaries (in each case, other than with respect to the Company and its Subsidiaries, solely to the extent primarily involving, or materially and adversely affecting, the UAM Business or the Transferred Assets) has received any written claim or written notice of termination or breach of or a default under any such Contract, and (z) to the Knowledge of Embraer, no event has occurred which, individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract by Acquiror Embraer or Merger Subone of its Subsidiaries (in each case, other than with respect to the Company and its Subsidiaries, solely to the extent primarily involving, or materially and adversely affecting, the UAM Business or the Transferred Assets) or, to the Knowledge of AcquirorEmbraer, any other party theretothereto (in each case, and no event has occurred that with the or without notice or lapse of time or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeboth).

Contracts; No Defaults. (a) The Section 5.17(a) of the Acquiror SEC Reports disclose Schedules contains a listing of every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement and Agreement, the Subscription AgreementsAgreements and any other Contracts contemplated by this Agreement) to which, as of the date of this Agreement, Acquiror or Merger Sub one or more of its Subsidiaries is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”)bound. True, correct and complete copies of the Contracts listed on Section 5.17(a) of the Acquiror Material Schedules or forms of such Contracts have been delivered to or made available to filed with the Company or its agents or representativesSEC. (b) Neither Each Contract of a type required to be listed on Section 5.17(a) of the Acquiror nor Merger Sub isSchedules, nor whether or not set forth on Section 5.17(a) of the Acquiror Schedules, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has it received written notice that terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a) of the Acquiror Schedules, whether or not set forth on Section 5.17(a) of the Acquiror Schedules, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of Acquiror or its Subsidiaries party thereto and, to the knowledge of Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of Acquiror, are enforceable by Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of Acquiror, its Subsidiaries or, to the knowledge of Acquiror, any other party to any such Acquiror Material Contract is, thereto is in material violation or material breach of or material default (immediately or upon notice would be in material breach, violation or lapse default but for the existence of timea cure period) under any such Contract, (iii) since September 15, 2020, neither Acquiror Material Contract to which it is a party or nor its Subsidiaries have received any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, andwritten or, to the Knowledge knowledge of Acquiror, each other party thereto, except as would not be oral claim or notice of material and adverse to Acquiror and Merger Sub, taken as a whole. There is no breach of or material default under any such Acquiror Material Contract, (iv) to the knowledge of Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by Acquiror or Merger Sub, its Subsidiaries or, to the Knowledge knowledge of Acquiror, any other party theretothereto (in each case, and no event has occurred that with the or without notice or lapse of time or both) and (v) since September 15, 2020 through the giving of date hereof, neither Acquiror nor its Subsidiaries have received written notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, from any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeany such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose Schedule 6.16 contains a listing of every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement and the Subscription AgreementsAgreement) to which, as of the date of this Agreement, PubCo, Acquiror or Merger Sub one or more of its Subsidiaries is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”)bound. True, correct and complete copies of the Acquiror Material Contracts have listed on Schedule 6.16 have, as indicated on Schedule 6.16, been delivered filed with the SEC or are to or made available to be filed with the Company or its agents or representativesSEC not later than the date of Acquiror’s Form 10-K for the fiscal year ended December 31, 2022. (b) Neither Each Contract of a type required to be listed on Schedule 6.16, whether or not set forth on Schedule 6.16, was entered into on arm’s length terms and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 6.16(a), whether or not set forth on Schedule 6.16, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of PubCo, Acquiror nor Merger Sub isor its Subsidiaries party thereto and, nor has it received written notice that to the knowledge of Acquiror and PubCo, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of Acquiror and PubCo, are enforceable by PubCo, Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of Acquiror, PubCo or, to the knowledge of Acquiror and PubCo, any other party to any such Acquiror Material Contract is, thereto is in material violation or material breach of or material default (immediately or upon would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since its incorporation, neither Acquiror or PubCo has received any written or, to the knowledge of Acquiror and PubCo, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of Acquiror and PubCo, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by Acquiror or PubCo or, to the knowledge of Acquiror and PubCo, any other party thereto (in each case, with or without notice or lapse of timetime or both) under any such Acquiror Material Contract to which it is a party or any and (v) since the dates of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminatetheir respective incorporations, except for any expiration of the term of such Contract following through the date of this Agreement in accordance with its terms. Each hereof, neither Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, and, to the Knowledge of Acquiror, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There is no default under any such Acquiror Material Contract by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, nor PubCo has received written notice from any other party thereto, and no event has occurred to any such Contract that with the lapse of time such party intends to terminate or the giving of notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, not renew any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholesuch Contract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose Schedule 5.16(a) contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or Merger Sub one or more of its Subsidiaries is a party or by which any of their respective assets are bound (the “Acquiror Material Contracts”)bound. True, correct and complete copies of the Acquiror Material Contracts listed on Schedule 5.16(a) have been delivered to or made available to the Company or its agents or representatives. (b) Neither Each Contract of a type required to be listed on Schedule 5.16(a), whether or not set forth on Schedule 5.16(a), was entered into at arm’s length in all material respects and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Schedule 5.16(a), whether or not set forth on Schedule 5.16(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror nor Merger Sub isor its Subsidiaries party thereto and, nor has it received written notice that to the knowledge of the Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries or, to the knowledge of the Acquiror, any other party to any such Acquiror Material Contract is, thereto is in material violation or material breach of or material default (immediately or upon notice would be in material breach, violation or lapse default but for the existence of timea cure period) under any such Contract, (iii) since December 31, 2019, neither the Acquiror Material Contract to which it is a party or nor its Subsidiaries have received any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect and, subject to the Enforceability Exceptions, is legal, valid and binding on Acquiror or Merger Sub, as applicable, andwritten or, to the Knowledge knowledge of the Acquiror, each other party thereto, except as would not be oral claim or notice of material and adverse to Acquiror and Merger Sub, taken as a whole. There is no breach of or material default under any such Acquiror Material Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or Merger Sub, its Subsidiaries or, to the Knowledge knowledge of the Acquiror, any other party theretothereto (in each case, and no event has occurred that with the or without notice or lapse of time or both) and (v) since December 31, 2019 through the giving of date hereof, neither the Acquiror nor its Subsidiaries have received written notice or both would constitute a default thereunder by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, from any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeany such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K Part 5.16 of the SECDisclosure Letter contains a complete and accurate list, and Coventry has delivered to the Shareholders and Members true and complete copies, of: (i) all agreements and other commitments for the purchase of any materials or supplies that involve an expenditure by Coventry or its Subsidiaries of more than $10,000; (ii) all notes and agreements relating to any indebtedness of Coventry or its Subsidiaries for borrowed money; (iii) all leases or other than confidentiality rental agreements under which Coventry or its Subsidiaries is either lessor or lessee; (iv) all other agreements (including, but not limited to, employment agreements), commitments and non-disclosure agreements, this Agreement and the Subscription Agreementsunderstandings (written or oral) to which, as of the date of this Agreement, Acquiror which Coventry or Merger Sub its Subsidiaries is a party or by which it is bound that require payment by Coventry or its Subsidiaries of more than $10,000 and that cannot be terminated by Coventry or its Subsidiaries on fewer than thirty (30) days' notice without liability; and (v) all patents, trademarks (including service marks), trade ▇▇▇▇ registrations, and applications for registering patents or trademarks, owned by Coventry or its Subsidiaries (none of which is subject to a licensing or other agreement with any of their respective assets are bound (the “Acquiror Material Contracts”other person). True, correct True and complete copies of all written leases, agreements, commitments and understandings (collectively, the Acquiror Material Contracts "Coventry Agreements") referred to in Part 5.16 of the Disclosure Letter have been delivered to or made available to the Company or its agents or representatives. (b) Neither Acquiror nor Merger Sub Shareholders and Members. Each Coventry Agreement is, nor has it received written notice that any other party to any such Acquiror Material Contract isand at the First Closing and the Second Closing will be, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its terms. Each Acquiror Material Contract is in full force and effect andeffect, subject to except for those that expire by their own terms or which are terminated upon the Enforceability Exceptions, request of Coventry with the written consent of the Shareholders and Members. There is legal, valid and binding on Acquiror no existing default by Coventry or Merger Sub, as applicableits Subsidiaries under any Coventry Agreement, and, to the Knowledge of AcquirorCoventry, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There there is no existing default under any such Acquiror Material Contract Coventry Agreement by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party theretoto any Coventry Agreement. (b) Coventry and its Subsidiaries have fully performed all of their contractual obligations to all contracting parties with respect to all Applicable Contracts that have been required to be performed prior to the date hereof, and there are no event has occurred that pending claims, offsets or disputes with respect to any Applicable Contracts. Except as set forth in Part 5.16 of the Disclosure Letter, Coventry and its Subsidiaries have not subcontracted or sublicensed to or from anyone the performance of any of its contractual responsibilities with respect to any Applicable Contract. (c) Except as set forth in Part 5.16 of the Disclosure Letter, Coventry and its Subsidiaries are not a party to any loan, promissory note, credit agreement, working capital line, factoring arrangement, security interest, pledge, or mortgage with any bank, financial institution or other entity or person. (d) Except as set forth in Part 5.16 of the Disclosure Letter, Coventry and its Subsidiaries do not have any outstanding loan to any director, officer, shareholder, employee, consultant or contractor of Coventry or any Subsidiary, or to any other person or entity. (e) Except as set forth in Part 5.16 of the Disclosure Letter, Coventry and its Subsidiaries (i) do not have any power of attorney outstanding and (ii) do not have any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of any obligation of any other person or entity (including without limitation, any director, officer, shareholder, employee, consultant or contractor of Coventry or any Subsidiary). Part 5.16 of the Disclosure Letter sets forth any cross-guarantees or indemnities provided by or among Coventry or any Subsidiary to or for the benefit of Coventry or any other Subsidiary. (f) Coventry and its Subsidiaries are not a party to any contract or commitment for capital expenditures involving more than $10,000 in any instance. (g) Coventry and its Subsidiaries are not a party to (i) any contract, pledge or commitment for charitable contributions, (ii) any contract with the lapse United States Government or any state or local government or public authority or any agency thereof, or (iii) any contract with any foreign government or foreign authority or any agency thereof. (h) Coventry and its Subsidiaries are not, by non-competition agreement, restrictive covenant, court order, injunction, or otherwise, restricted from carrying on any business whatsoever anywhere in the world. (i) Coventry and its Subsidiaries are not required to provide any letters of time credit, bonding or the giving financial security arrangements in connection with any of notice their businesses, customers or both would constitute a default thereunder by Acquiror suppliers, and none are issued or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeoutstanding.

Contracts; No Defaults. (a) The Acquiror SEC Reports disclose every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K Part 4.16 of the SECDisclosure Letter contains a complete and accurate list, and PF has delivered to Coventry true and complete copies, of: (i) all agreements and other commitments for the purchase of any materials or supplies that involve an expenditure by PF of more than $10,000; (ii) all notes and agreements relating to any indebtedness of PF for borrowed money; (iii) all leases or other than confidentiality rental agreements under which PF is either lessor or lessee; (iv) all other agreements (including, but not limited to, employment agreements), commitments and non-disclosure agreements, this Agreement and the Subscription Agreementsunderstandings (written or oral) to which, as of the date of this Agreement, Acquiror or Merger Sub which PF is a party or by which it is bound that require payment by PF of more than $10,000 and that cannot be terminated by PF on fewer than thirty (30) days' notice without liability; and (v) all patents, trademarks (including service marks), trade ▇▇▇▇ registrations, and applications for registering patents or trademarks, owned by PF (none of which is subject to a licensing or other agreement with any of their respective assets are bound (the “Acquiror Material Contracts”other person). True, correct True and complete copies of all written leases, agreements, commitments and understandings (collectively, the Acquiror Material Contracts "PF Agreements") referred to in Part 4.16 of the Disclosure Letter have been delivered to or made available to the Company or its agents or representatives. (b) Neither Acquiror nor Merger Sub is, nor has it received written notice that any other party to any such Acquiror Material Contract is, in material violation or material breach of or material default (immediately or upon notice or lapse of time) under any such Acquiror Material Contract to which it is a party or any of its properties or other assets is subject. No such Acquiror Material Contract is the subject of a notice to terminate, except for any expiration of the term of such Contract following the date of this Agreement in accordance with its termsCoventry. Each Acquiror Material Contract is PF Agreement, at the Second Closing, will be in full force and effect andeffect, subject to except for those that expire by their own terms or which are terminated upon the Enforceability Exceptions, request of PF with the written consent of Coventry. There is legal, valid and binding on Acquiror or Merger Sub, as applicableno existing default by PF under any PF Agreement, and, to the Knowledge of AcquirorPF, each other party thereto, except as would not be material and adverse to Acquiror and Merger Sub, taken as a whole. There there is no existing default under any such Acquiror Material Contract PF Agreement by Acquiror or Merger Sub, or, to the Knowledge of Acquiror, any other party theretoto any PF Agreement. (b) PF and its Subsidiaries have fully performed all of their contractual obligations to all contracting parties with respect to all Applicable Contracts that have been required to be performed prior to the date hereof, and there are no event has occurred that pending claims, offsets or disputes with respect to any Applicable Contracts. Except as set forth in Part 4.16 of the Disclosure Letter, PF and its Subsidiaries have not subcontracted or sublicensed to or from anyone the performance of any of its contractual responsibilities with respect to any Applicable Contract. (c) Except as set forth in Part 4.16 of the Disclosure Letter, PF and its Subsidiaries are not a party to any loan, promissory note, credit agreement, working capital line, factoring arrangement, security interest, pledge, or mortgage with any bank, financial institution or other entity or person. (d) Except as set forth in Part 4.16 of the Disclosure Letter, PF and its Subsidiaries do not have any outstanding loan to any director, officer, shareholder, employee, consultant or contractor of PF or any Subsidiary, or to any other person or entity. (e) Except as set forth in Part 4.16 of the Disclosure Letter, PF and its Subsidiaries (i) do not have any power of attorney outstanding and (ii) do not have any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of any obligation of any other person or entity(including without limitation, any director, officer, shareholder, employee, consultant or contractor of PF or any Subsidiary). Part 4.16 of the Disclosure Letter sets forth any cross-guarantees or indemnities provided by or among PF or any Subsidiary to or for the benefit of PF or any other Subsidiary. (f) PF and its Subsidiaries are not a party to any contract or commitment for capital expenditures involving more than $10,000 in any instance. (g) PF and its Subsidiaries are not a party to (i) any contract, pledge or commitment for charitable contributions, (ii) any contract with the lapse United States Government or any state or local government or public authority or any agency thereof, or (iii) any contract with any foreign government or foreign authority or any agency thereof. (h) PF and its Subsidiaries are not, by non-competition agreement, restrictive covenant, court order, injunction, or otherwise, restricted from carrying on any business whatsoever anywhere in the world. (i) PF and its Subsidiaries are not required to provide any letters of time credit, bonding or the giving financial security arrangements in connection with any of notice their businesses, customers or both would constitute a default thereunder by Acquiror suppliers and none are issued or Merger Sub, or, to the Knowledge of Acquiror, any other party thereto, in each case, except as would be material and adverse to Acquiror and Merger Sub, taken as a wholeoutstanding.