Common use of Contracts Clause in Contracts

Contracts. (a) Part 2.13 of the Target Disclosure Schedule sets forth a list of all of the following Contracts ("Material Contracts") to which any Target Company is a party or by or to which their properties or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 Section 3.16(a) of the Target Company Disclosure Schedule sets forth a list of all Letter lists each of the following types of Contracts ("Material Contracts") to which the Company or any Target Company of its Subsidiaries is a party or by or to which any of their respective properties or assets may be is bound as of the date hereof (other than any of the foregoing solely between the Company and its wholly-owned Subsidiaries or subject:solely between any wholly-owned Subsidiaries of the Company and other than any Contract that is a Company Plan): (i) Contracts which call for payments any Contract that would be required to be filed by any Target the Company as a “material contract” pursuant to Item 601(b)(10) of more than $25,000 Regulation S-K under the Securities Act or which cannot be canceled without liability, premium or penaltydisclosed by the Company on a Current Report on Form 8-K; (ii) Contracts pursuant to any Contract that by its terms calls for aggregate payment or receipt by the terms Company or any of which there is its Subsidiaries under such Contract of more than $15 million in any year over the remaining term of such Contract and that either a current or future right of any Target Company receive payments in excess of $25,000; (iiix) Contracts relating to materially limits the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder ability of the Company or with any Affiliate of any of the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not its Subsidiaries to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical geographic area, (y) materially restricts the right of the Company and its Subsidiaries to sell to or purchase from any Person, or (z) grants the other party or any third Person “most favored nation” status; (iii) any Contract with respect to the formation, creation, operation, management or control of a Significant Joint Venture; (iv) any Contract relating to Indebtedness or pursuant to which a Lien is granted and having an outstanding principal or other amount (or unfunded commitment amount) in excess of $5 million; (v) any Contract entered into after January 1, 2012 involving the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests for aggregate consideration (in one or a series of transactions) under such Contract of $50 million or more (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practice); (vi) any Contract (other than a Government Contract) that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $100 million in any year over the remaining term of such Contract; (vii) any Contract pursuant to which the Company or any of its Subsidiaries has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations (other than indemnification or performance guarantee obligations provided for in the ordinary course of business consistent with past practice), in each case that could result in payments in excess of $10 million; (viii) any Contract that is a license agreement that is material to the business of the Company and its Subsidiaries, taken as a whole, pursuant to which the Company or any of its Subsidiaries is a party and licenses in Company Intellectual Property or licenses out Company Intellectual Property owned by the Company or its Subsidiaries, other than license agreements for software that is generally commercially available; (ix) any Contract that obligates the Company or any of its Subsidiaries to make any capital commitment, loan or expenditure in an amount in excess of $10 million; (x) Contracts containing obligations any Contract that by its terms calls for aggregate payment or liabilities receipt by the Company or its Subsidiaries under such Contract of more than $10 million over the remaining term of such Contract that is between the Company or its Subsidiaries, on the one hand, and any kind to holders Affiliate thereof other than any Subsidiary of the capital stock of any Target Company as such Company, on the other hand (including, without limitation, an obligation to register any of such securities under any federal or state securities lawsexcluding employment agreements); (xi) any other Government Contract that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $100 million in any year over the remaining term of such Contract; or (xii) (A) any joint venture agreement relating to any of the Company’s Significant Joint Ventures, or (B) any Contract that by its terms calls for the aggregate receipt by the Company or any of and its Subsidiaries under such Contract of more than $15 million in any year over the remaining term of such Contract, that in the case of clause (A) or (B) terminates by its terms, gives the counterparty a right to terminate, or requires the consent of the counterparty thereto, in connection with the transactions contemplated by this Agreement. Each contract of the type described in clauses (i) through (xii) is material referred to herein as a “Company Material Contract.” (b) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company, (i) each Company Material Contract is valid and binding on the Company and any of its Subsidiaries to the propertiesextent such Subsidiary is a party thereto, assetsas applicable, businessand to the Knowledge of the Company, results each other party thereto, and is in full force and effect and enforceable in accordance with its terms; (ii) the Company and each of operations its Subsidiaries, and, to the Knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Company Material Contract; and (iii) there is no default under any Company Material Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, and no event or condition (financial has occurred that constitutes, or, after notice or otherwise) lapse of time or both, would constitute, a default on the part of the Company or the Subsidiaryany of its Subsidiaries or, taken as a whole; and (xii) Contracts relating to the settlement Knowledge of the Company, any other party thereto under any such Company Material Contract, nor has the Company or any of its Subsidiaries received any notice of any Claim in excess of $25,000such default, event or condition. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target The Company of a type which if entered into by such Target Company would be required has made available to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate Parent true and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure ScheduleCompany Material Contracts, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. Except for Commitments (aas defined below in Section 2.16(o)) Part 2.13 of the Target Disclosure listed on Schedule 2.13(a) or Schedule 2.18(a), Schedule 2.16 sets forth (subject to the dollar amount limitations of clauses (b) or (c) below) a true and complete list of all of the following Contracts ("Material Contracts") contracts, agreements, instruments and commitments to which the Company or any Target Company of its Subsidiaries is a party or otherwise relating to or affecting any of the Assets or the operations of the Company or any of its Subsidiaries, whether written or oral: (a) any material contracts, agreements and commitments not made in the ordinary course of business; (b) contracts calling for payments by or to which their properties the Company or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more its Subsidiaries of amounts greater than $25,000 or which cannot be canceled without liability, premium or penalty1,000,000; (iic) Contracts pursuant to the terms contracts, loan agreements, letters of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures and promissory notes and similar documents relating to the borrowing of moneymoney or for lines of credit; (ivd) Contracts agreements with any current respect to the sharing or former officer allocation of Taxes or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing PersonsTax costs; (ve) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts agreements for the sale of any services material assets, property or properties rights other than in the Ordinary Course ordinary course of Business business or for the grant to any Person of any option options or preferential rights to purchase any propertiesmaterial assets, property or rights; (viif) partnership documents granting any power of attorney with respect to the affairs of the Company or joint venture its Subsidiaries; (g) suretyship contracts, performance bonds, working capital maintenance, support agreements, contingent obligation agreements and other forms of guaranty agreements; (viiih) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products material contracts or services in the Ordinary Course of Business and commitments limiting or restraining the Company has provided copies of such Contracts to the Purchaser Group) or to share any Subsidiary from engaging or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete competing in any line lines of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical areaperson; (xi) Contracts containing obligations with respect to natural gas liquids, any transportation agreements, product purchase agreements, fractionation agreements, processing agreements, balancing agreements, interconnection agreements and storage agreements, other than any terminaling agreements that are terminable upon notice of one year or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws)less; (xij) any other Contract that is material to the properties, assets, business, results of operations or condition collective bargaining agreements; (financial or otherwisek) of any contracts between the Company or its Subsidiaries, on the Subsidiaryone hand, taken as a wholeand the Seller or its affiliates (other than the Company or its Subsidiaries), on the other hand; (l) any indemnification agreements not made in the ordinary course of business; (m) any material partnership, joint venture or similar agreements; (n) capital leases; and (xiio) Contracts relating to the settlement all amendments, modifications, extensions or renewals of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists foregoing (the types of contracts, agreements and describes documents described in subsections (a) through (o) are hereinafter referred to collectively as the status of all material Contracts currently in negotiation or proposed by any Target "Commitments" and individually as a "Commitment"). Each Commitment is valid, binding and enforceable against the Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 and/or each Subsidiary of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified Company that is a party thereto in Part 2.13 of the Target Disclosure Scheduleaccordance with its terms, including all amendments thereto. Each Target Contract is valid and in full force and effect. effect on the date hereof (c) Except except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar law affecting the enforcement of creditors' rights generally or by general equitable principles). The Company and each of its Subsidiaries, as set forth the case may be, have performed in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default all material respects all obligations required to be performed by them under, and are not in material default or breach of in respect of, any Target Contract; (ii) Commitment, and no event has occurredoccurred which, and no circumstance or condition exists, that might (with or without due notice or lapse of time) (A) result in time or both, would constitute such a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of default. To the knowledge of the Shareholders, each Person against which Seller and the Company or any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Scheduleits Subsidiaries, no Target Company has ever guaranteed or otherwise agreed other party to cause, insure or become liable forany Commitment is in default in any material respect thereof, and no Target event has occurred which, with due notice or lapse of time or both, would constitute such a default. The Seller has made available to the Buyer or its representatives true and complete originals or copies of all the Commitments and a copy of every material default notice received by the Seller or the Company has ever pledged or any of its assets Subsidiaries during the past one year with respect to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target ContractCommitments. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 of the Target Disclosure Schedule 3.14 sets forth a list of all of the following Contracts ("Material Contracts") to which the Company or any Target Company of the Subsidiaries is a party or by or to which any of them or any of their properties or assets Properties may be bound or subject: : (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer officer, director, shareholder, employee, consultant, agent or director that are in effect as of the date hereof, other representative or with any consultants or other agents involving payment of $10,000 or more per annum and are an entity in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of which any of the foregoing Persons; is a controlling Person; (vii) Contracts with any Person to sell, distribute labor union or otherwise market association representing any Target Company's products employee or services; former employee; (viiii) Contracts for the sale of any services or properties Properties other than in the Ordinary Course ordinary course of Business business or for the grant to any Person of any option or preferential rights to purchase any properties; material Properties; (viiiv) partnership or joint venture agreements; ; (viiiv) Contracts under which the Company or any Target Company of the Subsidiaries agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any tax liability of any party party; (excluding vi) material Contracts relating to Off the Shelf Software); which cannot be cancelled without liability, premium or penalty only on 90 days' or more notice; (ixvii) Contracts containing covenants of the Company or any Target Company of the Subsidiaries not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with the Company or any Target Company of the Subsidiaries in any line of business or in any geographical area; ; (viii) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (ix) Contracts relating to the borrowing of money; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target the Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); ; (xi) Contracts pursuant to which the Company or any of the Subsidiaries may hold or use any interest owned or claimed by the Company or any of the Subsidiaries in or to any material Property; (xii) management Contracts and other similar agreements with any Person; (xiii) any other Contract that is material Contracts pursuant to the properties, assets, business, results terms of operations which there is either a current or condition (financial future obligation or otherwise) right of the Company or any of the SubsidiarySubsidiaries to make payments in excess of $50,000 or receive payments in excess of $100,000; (xiv) Contracts with respect to the development, taken as a wholefinancing or production of motion picture, video, television or interactive productions; and (xiixv) Distribution Contracts; (xvi) material Contracts relating to the acquisition of Product, including Contracts relating to the acquisition of licensing and distribution rights with respect to such Product; (xvii) Contracts with motion picture studios; (xviii) Contracts relating to television sales and distribution of Product; (xix) Contracts entitling the settlement of Company or its Subsidiaries or any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure ScheduleAffiliate, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breachedStockholders, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target ContractContingent Compensation; and (ivxx) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, material Contracts relating to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target ContractProduct. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 of Schedule 3.14(a) lists all written contracts and other agreements Related to the Target Disclosure Schedule sets forth a list of all of the following Contracts ("Material Contracts") Business to which ROI or any Target Company of its Subsidiaries is a party or by or to which any of their properties or assets may be bound or subject:are bound, having the following description(s) (collectively, the "Material Contracts"): (i) Contracts which call any agreement (or group of related agreements) Related to the Business for the lease of personal property to or from any Person providing for lease payments by any Target Company in excess of more than $25,000 or which cannot be canceled without liability, premium or penalty10,000 per annum; (ii) Contracts pursuant any agreement (or group of related agreements) Related to the terms Business for the purchase or sale of supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which there is either will extend over a current period of more than one year or future right of any Target Company receive payments involve consideration in excess of $25,00010,000; (iii) Contracts relating any agreement Related to the borrowing Business concerning a partnership or joint venture or other contract or agreement involving a sharing of moneyprofits, losses, costs or liabilities by ROI, Seller or any of their Affiliates with any other Person; (iv) Contracts with any current agreement (or former officer group of related agreements) under which ROI or director that are in effect as any of the date hereofits Subsidiaries has created, incurred, assumed, or with guaranteed any consultants indebtedness for borrowed money, or other agents involving payment any capitalized lease obligation, in excess of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of under which it has imposed an Encumbrance on any of the foregoing PersonsTransferred Assets, tangible or intangible; (v) Contracts with any Person material agreement Related to sell, distribute or otherwise market any Target Company's products or servicesthe Business concerning confidentiality; (vi) Contracts for any material agreement of ROI or Seller with any of Seller's Affiliates which is Related to the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any propertiesBusiness; (vii) partnership any agreement Related to the Business which contains any provision or joint venture agreementscovenant limiting (A) the ability of Seller to engage in any line of business, to compete with any Person, to do business with any Person in any location or to employ any Person, (B) the ability of any Person to compete with or obtain products or services from Seller or (C) the ability of Seller to do business other than with a specified Person or Persons; (viii) Contracts under which any Target Company agrees to indemnify collective bargaining agreement and any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts agreements relating to Off the Shelf Software)organized labor; (ix) Contracts containing covenants any agreement of Seller for the employment of any Target Company not to compete in any line of business individual on a full-time, part-time, consulting, or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim basis providing annual compensation in excess of $25,000. Part 2.13 20,000 or providing severance benefits in excess of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts")$3,000. (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. Except for contracts, commitments, plans, agreements and licenses described in Schedule 3.7, (true and complete copies of which will have been made available to Buyer on or prior to the Delivery Date), the Company is not a party to or subject to any: (a) Part 2.13 investment management or investment advisory or sub-advisory contract or any other contract for the provision of the Target Disclosure Schedule sets forth a list of all of the following Contracts ("Material Contracts") to which any Target Company is a party Investment Management Services or by or to which their properties or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penaltyBrokerage Services; (iib) Contracts pursuant any agreement with respect to solicitation of prospective Clients or of prospective investors for the terms of which there is either a current Mutual Funds; (c) plan or future right of contract providing for bonuses, pensions, options, stock (or beneficial interest) purchases (or other securities or phantom equity purchases), deferred compensation, retirement payments, profit sharing, or the like; (d) employment contract, other than contracts terminable at will by the Company without liability for any Target penalty or severance payment; (e) contract for services involving payments by the Company receive payments in excess of one hundred thousand dollars ($25,000100,000) per year, which is not terminable by the Company without liability for any termination payment on not more than thirty (30) days prior notice; (iiif) Contracts relating to contract or agreement or series of related contracts or agreements for the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate purchase of any of the foregoing Persons; (v) Contracts with any Person to sellassets, distribute material or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than equipment except purchase orders in the Ordinary Course ordinary course of Business business for less than one hundred thousand dollars ($100,000) per contract or for the grant to any Person agreement or series of any option related contracts or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viiig) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with contract containing covenants limiting the sale freedom of the Company's products Company (or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Groupits Affiliates) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area person or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical areaentity; (xh) Contracts containing obligations agreement providing for the borrowing or liabilities lending of any kind to holders of the capital stock of any Target Company as such (includingmoney, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of and the Company or has no obligations, except as disclosed in the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure ScheduleBase Balance Sheet: (i) no Target Company has violated or breachedfor borrowed money, or declared or committed any default under, any Target Contract; (ii) no event has occurredevidenced by bonds, and no circumstance debentures, notes or condition existssimilar instruments, (iii) to pay the deferred purchase price of property or services, (iv) under leases that might (would, in accordance with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any GAAP, appear on the balance sheet of the provisions of any Target Contractlessee as a liability, (Bv) give any Target Company the right to declare secured by a default or exercise any remedy under any Target ContractClaim, (Cvi) give any Target Company the right to accelerate the maturity in respect of letters of credit, or performance of any Target Contractbankers acceptances, contingent or otherwise, or (Dvii) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 respect of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.any

Contracts. (a) Part 2.13 Schedule 3.10 sets forth, as of the Target Disclosure Schedule sets forth date hereof, a list of all of the following Contracts ("Material Contracts") and Other Agreements to which any Target the Company is a party or by or to which their properties or assets may be bound or subject: party: (i) Contracts which call for payments by contracts, severance agreements, non-competition agreements, non-disclosure agreements or any Target Company other type of more than $25,000 contract or which cannot be canceled without liability, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts understanding with any current or former officer or director that are in effect as holder of at least 10% of the date hereofoutstanding Company Common Stock, or any current or former officer, director, employee or person retained by the Company (including, without limitation, independent consultants and commission agents); (ii) contracts and other agreements with any consultants labor union or association representing any employee of the Company; (iii) partnership, joint venture or license agreements; (iv) indentures, mortgages, promissory notes, loan agreements, guarantees or other agents involving payment agreements or commitments for the borrowing of $10,000 money or more per annum and are in effect as for a line of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Persons; credit; (v) Contracts contracts with any Person person to sell, distribute or otherwise market any Target of the Company's products or services; , other than in the ordinary course of business; (vi) Contracts contracts (other than those terminable without penalty on not more than thirty (30) days notice) for the purchase or lease of materials, supplies, goods, services, equipment or other assets providing for future aggregate payments by the Company of $25,000 or more; (vii) contracts for the sale of any services or properties material assets of the Company other than in the Ordinary Course ordinary course of Business business or for the grant to any Person person of any option options or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; material assets of the Company; (viii) Contracts contracts under which any Target the Company agrees to indemnify any party, to guarantee any third party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) obligations or to share or guarantee any the tax liability of any party (excluding Contracts relating to Off the Shelf Software); party; (ix) Contracts containing covenants contracts relating to the acquisition by the Company of any Target Company not to compete in any line of operating business or with any Person in any geographical area or covenants the capital stock of any other Person not to compete with any Target Company in any line of business or in any geographical area; person; (x) Contracts contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); Securities; (xi) contracts for the payment of fees or other consideration to any other Contract that current or former employee, consultant, officer or director of the Company; (xii) leases or options or rights of first refusal for the purchase or lease of any real property; (xiii) contracts which contain any material non compete or exclusivity provisions with respect to any business or geographic area in which business is material conducted with respect to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or which restricts the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement conduct of any Claim business by the Company or any geographic area in excess which the Company may conduct business or requires exclusive referrals of $25,000any business, in each case in any material respect; or (xiv) contracts with any person for the provision of investment banking or financial consulting services by the Company. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation There have been delivered or proposed by any Target Company of a type which if entered into by such Target Company would be required made available to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate SETO true and complete copies of all such Contracts identified in Part 2.13 and Other Agreements as set forth on Schedule 3.10. All of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid such Contracts and Other Agreements are in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (effect with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, respect to the best of Company and are in full force and effect with respect to the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunderparties thereto. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 Schedule 3.13(a) of the Target Transferor Parties Disclosure Schedule sets forth contains a list of all of the following Contracts ("Material Contracts") to which any Target Company is a party or by or to which their properties or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liabilitytrue and complete list, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, of the following Contracts to which any Transferred Company is a party (each, a “Material Contract”): (i) any Contract for the provision of services providing for payment or with any consultants or other agents involving payment consideration in excess of $10,000 100,000; (ii) any Contract relating to Indebtedness of any Transferred Company; (iii) any Contract for the granting or more per annum and are in effect effectuation of the title to, or ownership, lease, use, sale, exchange or transfer of, any real or material personal property owned or leased by any Transferred Company as of the date hereof; (iv) any Contract (other than a Transferor Plan) under which any Transferred Company would incur any change-in-control payment or similar obligations to any Person, by reason of any Transaction Document or with any current stockholder of the Company or with any Affiliate consummation of any of the foregoing PersonsTransactions; (v) Contracts any non-competition or non-solicitation Contract with any Person to sellcurrent or former member, distribute officer, employee or otherwise market any Target Company's products or servicesconsultant of the Transferred Companies; (vi) Contracts any Contract under which any Transferred Company has advanced or loaned any amount to any Person involving aggregate payment or consideration in excess of $25,000 in any year, or $100,000 in the aggregate for all years, other than trade credit or expense reimbursement in the ordinary course of business of the Transferred Companies consistent with past practice; (vii) any joint venture, partnership or limited liability company Contract; (viii) any Contract which purports to limit or restrict, in any material respect, the ability of any Transferred Company to enter into or engage in any market or line of business or establishes an exclusive sale or purchase obligation with respect to any product or any geographic location; (ix) any Contract for the sale sale, transfer or acquisition of any services of the material assets, equity securities or properties businesses of any Transferred Company (other than in sales, transfers or acquisitions that are part of the Ordinary Course ordinary course of Business business of the Transferred Companies consistent with past practice) or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership of the assets, equity securities or joint venture agreements; (viii) Contracts businesses of any Transferred Company, in each case under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical areathere are material outstanding obligations; (x) Contracts containing obligations any Contract under which (A) any of the Transferred Companies grants to any third party the right to use any material Owned Company Intellectual Property, other than non-exclusive licenses of Owned Company Intellectual Property entered into in the ordinary course of business consistent with past practice that do not materially impair the use of such Owned Company Intellectual Property by the Transferred Companies for the purposes for which it is currently used or liabilities (B) any third party (including an Affiliate of any kind to holders of the capital stock Transferred Companies) grants to any Transferred Company any right to any material Intellectual Property, other than those Contracts (x) relating primarily to commercially available off-the-shelf, non-customized software or (y) entered into in the ordinary course of any Target Company as such business consistent with past practice and involving payments of less than $50,000 (including, without limitationeach of the Contracts under (A) or (B), an obligation to register any of such securities under any federal or state securities laws“Intellectual Property Contract”); (xi) any other Contract that is for capital expenditures involving payments of more than $100,000 individually or in the aggregate, in each case under which there are material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; andoutstanding obligations; (xii) Contracts relating to any Contract entered into in the past two years involving any resolution or settlement of any Claim actual or threatened Action involving amounts in excess of $25,000. Part 2.13 100,000 and which imposes material continuing obligations on any Transferred Company; (xiii) any Contract under which any Transferred Company has continuing material indemnification obligations to any Person, involving aggregate payments or consideration in excess of $25,000 other than those that are part of the Target Disclosure Schedule also lists and describes the status ordinary course of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 business of the Target Disclosure Schedule Transferred Companies consistent with past practice, other than customary indemnification provisions under contracts with third party service providers; (xiv) any Contract with any labor union or on association relating to any current or former employee of any Transferred Company; (xv) any custody, transfer agent, shareholder service, administrative, accounting and other Schedule similar Contracts to which any Transferred Company is a party providing for aggregate payments or consideration in excess of $100,000 in any year; ("Proposed Material Contracts"xvi) any Contract that provides for earn-outs or other similar contingent obligations of any Transferred Company; (xvii) any Contract with any client of the Transferred Companies that contains “key person” provisions pertaining to employees of any Transferred Company; (xviii) any Contract with any Governmental Authority (other than client agreements in the ordinary course of business of the Transferred Companies consistent with past practice); or (xix) any Contract (or group of related agreements) that does not fall within items (i) through (xiii) of this Section 3.13(a) and the performance of which requires aggregate payments to or from any of the Transferred Companies in excess of $100,000 per year that is not terminable with less than sixty (60) days’ notice or is otherwise material to the Transferred Companies. (b) The Target Companies have delivered Prior to the Purchaser accurate date hereof, the Acquiror has been supplied with a true and complete copies copy of all Contracts identified in Part 2.13 each written Material Contract. Each Material Contract is a valid and binding obligation of the Target Disclosure ScheduleTransferred Companies, including all amendments thereto. Each Target Contract as applicable, is valid and in full force and effect. (c) Except effect and is enforceable against the Transferred Companies, as set forth in Part 2.13 applicable, and, to the Knowledge of the Target Disclosure Schedule: (i) no Target Company has violated Transferor, against the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or breachedother Laws relating to or affecting creditors’ rights generally and by general equitable principles. None of the Transferred Companies is in material breach, violation of or declared or committed default under any default under, any Target Material Contract; (ii) no . No event has occurredoccurred that, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in time or both, would constitute such a material breach, violation or breach default by any Target Transferred Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure ScheduleMaterial Contract or, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secureTransferor’s Knowledge, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contractparties thereto. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 Section 2.14(a) of the Target Seller Disclosure Schedule sets forth a true, correct and complete list of all of the following Contracts ("Material Contracts") to which any Target Company is a party or by or to which their properties or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are Seller in effect as of the date hereofhereof (such Contracts, the "Material Contracts"): (i) any agreement (or group of related agreements) for the (A) purchase, lease or transfer of any real or personal property, Products, materials, supplies or services to Seller of an amount or value in excess of $15,000 or (B) sale, lease or other transfer of any real or personal property, Products, materials, supplies or services by Seller; (ii) any supply and/or sourcing agreement; (iii) any agreement concerning a partnership, joint development or joint venture with any consultants other person; (iv) any mortgages, indentures, loans or credit agreements, security agreements or other agents involving payment agreements or instruments relating to the borrowing of $10,000 money or more per annum and are in effect as extension of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Personscredit (including guarantees); (v) Contracts any agreement concerning confidentiality or any agreement, contract or commitment containing any covenant limiting the freedom of Seller to engage in any line of business or to compete with any Person to sell, distribute or otherwise market any Target Company's products or servicesperson; (vi) Contracts for any agreement involving any of the sale stockholders of any services Seller or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any propertiestheir affiliates; (vii) partnership any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or joint venture agreementsother plan or arrangement for the benefit of Seller's current or former directors, officers, Employees or consultants; (viii) Contracts any collective bargaining agreement; (ix) any Employment Agreement or consulting agreement, offer of employment, contract or commitment with an Employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization; (x) any agreement under which Seller has advanced or loaned any Target Company agrees amount to indemnify any party (of its directors, officers, or Employees other than on customary terms business travel advances in the ordinary course of business consistent with past practice; (xi) any royalty agreement or any other agreement obligating payments by Seller in connection with the sale of the Company's products Products or services in by Seller, listing the Ordinary Course of Business parties thereto and the Company has provided copies duration of and amount of such Contracts to the Purchaser Group) royalties or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software)other payment; (ixxii) Contracts containing covenants any volume purchase and master purchase agreements (A) where Seller is the purchaser of an amount or value in excess of $15,000 or (B) where Seller is required, obligated or entitled to make sales to any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical areaperson; (xxiii) Contracts containing obligations any maintenance agreements of an amount or liabilities value in excess of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws)$15,000; (xixiv) any other Contract that is material agreement providing for indemnification obligations by Seller with respect to the propertiessale of Products or services of or otherwise related to the Business; (xv) any fidelity or surety bond or completion bond; (xvi) any requirements Contract relating to obligations to purchase all or substantially all of any product as well as to supply all or substantially all of any Product; (xvii) any agreement, assets, business, results of operations Contract or condition (financial or otherwise) of the Company commitment relating to capital expenditures or the Subsidiaryacquisition by purchase or lease of fixed assets of an amount or value in excess of $15,000; (xviii) any agreement that by its terms does not terminate prior to one (1) year after the date of this Agreement; (xix) any purchase order or Contract for the purchase of materials of an amount or value in excess of $1,500 individually or $3,000 in the aggregate; (xx) any construction contracts of an amount or value in excess of $5,000; (xxi) any distribution, taken as a wholejoint marketing or research and development agreement; and (xiixxii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule agreement, Contract or commitment related to or used in the Business not listed in ("Proposed Material Contracts")i) through (xxi) above. (b) The Target Companies have Seller has delivered to the Purchaser accurate Buyer a true, correct and complete copies copy of all Contracts identified each written Contract listed in Part 2.13 Section 2.14(a) of the Target Seller Disclosure ScheduleSchedule and each other written Transferred Agreement and a written summary setting forth the terms and conditions of each oral agreement referred to in Section 2.14(a) of the Seller Disclosure Schedule and each other oral Transferred Agreement. Seller has in all respects (except in immaterial respects) performed, including all amendments theretoor is now performing, the obligations of, and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Contract listed in Section 2.14(a) of the Seller Disclosure Schedule or any other Transferred Agreement, and Seller is not aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Target Contract is valid and in full force and effecteffect and, except as otherwise disclosed in Section 2.14(b) of the Seller Disclosure Schedule, is not subject to any default thereunder by any party obligated to Seller pursuant thereto. Each Contract is a valid and enforceable obligation against Seller and against the other party thereto in accordance with its terms. No third party has raised any claim, dispute or controversy with Seller with respect to any of the Contracts, nor has Seller received written notice or warning of alleged nonperformance, delay in delivery or other noncompliance by Seller with respect to its obligations under any such Contracts. (c) Except as set forth in Part 2.13 Schedule 1.1(c) of the Target Seller Disclosure Schedule: (i) no Target Company has violated or breachedSchedule accurately lists all Transferred Agreements. The Transferred Agreements, together with any Contracts that are Excluded Assets, are all of the Contracts between any Seller and any third party related to, used in, or declared or committed necessary for, the operation of the Business as currently conducted. Following the Closing Date, Buyer will be permitted to exercise all of the rights any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or Seller had under the Transferred Agreements without notice or lapse of time) (A) result in a violation or breach by any Target Company the payment of any of additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay had the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contracttransactions contemplated by this Agreement not occurred. (d) Except as set forth in Part 2.13 There are no purchase orders for which advance payments have been made by the purchasers prior to delivery by Seller of the Target Disclosure Schedule, to related Products or services or for which advance payment has been made and the best of the knowledge of the Shareholders, each Person against which any Target Company has related Products or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunderservices have not been provided. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 of Except for this Agreement, each Company Benefit Plan and the Target Disclosure contracts filed as exhibits to the Company SEC Reports, Schedule 3.18(a) sets forth a list of all Material Contracts as of the date of this Agreement. For purposes of this Agreement, “Material Contract” means the following Contracts ("Material Contracts") contracts that are currently in effect and to which the Company or any Target Company of its Subsidiaries is a party or by which the Company or to which their properties or assets may be its Subsidiaries is bound or subject:(other than Company Leases): (i) Contracts which call any material partnership, joint venture, limited liability company or other similar Contract (including any Contract providing for payments by joint research, development or marketing, and excluding, for avoidance of doubt, reseller agreements and other commercial agreements that do not involve the formation of an entity with any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penaltythird Person); (ii) Contracts pursuant any Contract that is material to the Company and its Subsidiaries, taken as a whole (A) that restricts the Company, its Subsidiaries or any of their Affiliates from engaging in any line of business or obligates the Company or any of its Subsidiaries not to compete with another Person in any line of business or geographic territory, (B) that contains exclusivity obligations or exclusivity restrictions binding on the Company or any of its Subsidiaries or that by its express terms would be binding on Parent or its Affiliates (including the Surviving Corporation) after the Effective Time, in the case of which there is either this clause (B), other than customary restrictions included in the Company’s contracts with customers or vendors in the ordinary course of business or (C) that involves minimum requirements or contains any “most favored nation” provision or grants to any Person a current or future right of first refusal or first offer or an option to purchase, acquire, sell or dispose of any Target property or assets of the Company receive payments or any of its Subsidiaries (other than inventory in excess the ordinary course of $25,000business); (iii) Contracts any settlement, consent order or similar Contract relating to the borrowing resolution of moneyany Action pursuant to which the Company or any of its Subsidiaries have material obligations outstanding; (iv) Contracts any contract that is material to the Company and its Subsidiaries, taken as a whole, with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing PersonsGovernmental Entity; (v) Contracts any Contract currently in effect and would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (other than those arrangements described in Item 601(b)(10)(iii) of Regulation S-K) with any Person respect to sellthe Company and its Subsidiaries, distribute or otherwise market any Target Company's products or servicestaken as a whole, which, to date, has not yet been so reported and that is not required to be disclosed in the Disclosure Schedules under this Section 3.18(a); (vi) Contracts for any Contract that relates to Indebtedness having an outstanding principal amount in excess of $10,000,000 individually or $50,000,000 in the sale of any services or properties aggregate, other than (a) any Indebtedness between the Company and its Subsidiaries or (b) accounts receivables and payables in the Ordinary Course ordinary course of Business or for the grant to any Person of any option or preferential rights to purchase any propertiesbusiness; (vii) partnership since January 1, 2017, any Contract that involves the acquisition from another Person or joint venture agreementsdisposition to another Person, directly or indirectly (by merger, license, asset purchase or otherwise), of (a) any business, business line, division of the Company or another Person after the date hereof other than in the ordinary course of business or (b) capital stock or other equity interests of another Person, in each case, for aggregate consideration under such Contract (or series of related Contracts) in excess of $25,000,000; (viii) Contracts under which any Target Company agrees to indemnify revenue-generating Contract with any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course twenty (20) largest customers of Business and the Company has provided copies and its Subsidiaries, determined on the basis of annual recurring revenues attributable to such Contracts to customers that have been received by the Purchaser Group) or to share or guarantee any liability of any party Company and its Subsidiaries, taken as a whole, for the fiscal year ended December 31, 2018 (excluding Contracts relating to Off the Shelf Softwareeach, a “Significant Customer”); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or expenditure Contract with any Person in any geographical area or covenants of any other Person not the twenty (20) largest vendors to compete with any Target the Company in any line and its Subsidiaries, determined on the basis of business or in any geographical areaexpenditures by the Company and its Subsidiaries, taken as a whole, for the fiscal year ended December 31, 2018 (each, a “Significant Vendor”); (x) Contracts containing obligations any Contract (A) relating to any debit or liabilities of credit card used by any kind to holders of Person who has a Health Savings Account or other tax-advantaged account or employee benefit administered by the capital stock of any Target Company as such (including, without limitation, an obligation to register or any of such securities under its Subsidiaries, (B) with any federal bank or state securities laws)investment partner relating to any Health Savings Account or other tax advantaged account or employee benefit administered by the Company or any of its Subsidiaries or (C) that governs the custody of cash assets in a Health Savings Account or other tax-advantaged account or employee benefit administered by the Company or any of its Subsidiaries; (xi) any Contract between the Company or any of its Subsidiaries, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or five percent (5%) stockholders of the Company, on the other Contract hand, other than Company Benefit Plans; or (xii) Contracts pursuant to which another Person grants the Company or a Subsidiary a license, covenant not to assert or other similar immunity or authorization with respect to any other Person’s Intellectual Property Rights or Intellectual Property that is are material to the properties, assets, business, results of operations or condition (financial or otherwise) business of the Company or any of its Subsidiaries, with the exception of (A) any non-exclusive licenses to commercially available software and cloud services and granted on standard terms with an annual or aggregate fee not in excess of $2,000,000, (B) licenses for Open Source Software, (C) confidentiality agreements and (D) backup licenses from employees and contractors granted in the ordinary course of business in connection with providing services to the Company or a Subsidiary; and (xiii) Contracts pursuant to which the Company or a Subsidiary grants another Person a license, covenant not to assert or other similar immunity or authorization with respect to Company Owned Intellectual Property Rights or Company Owned Intellectual Property where the rights granted are material to the business of the Company or any of its Subsidiaries, with the exception of (A) non-exclusive licenses granted to customers and potential customers (but solely, in such case, for evaluation purposes) in the ordinary course of business, (B) confidentiality agreements, and (C) non-exclusive licenses granted to consultants, contractors or vendors in the ordinary course of business for the sole purpose of the counterparty’s provision of products or services to the Company or its Subsidiaries. (b) As of the date hereof, each Material Contract is valid and binding on the Company and its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the Knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except for such failures to be in full force and effect that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; and (xii) Contracts relating , subject to the settlement Enforceability Limitations. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries is in breach of or default under the terms of any Claim in excess of $25,000Material Contract. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company Except as would not reasonably be required expected to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered material to the Purchaser accurate Company and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Scheduleits Subsidiaries, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except taken as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedulewhole, to the best Knowledge of the knowledge of the ShareholdersCompany, each Person against which no other party to any Target Company has or may acquire any rights under any Target Material Contract is solvent and is able to satisfy all in breach or default under the terms of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Material Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 Set forth in Section 4.10 of the Target Company Disclosure Schedule sets forth is a list of all of the following Contracts ("Material Contracts") to which the Company or any Target Company Subsidiary is a party or by which the Company or to which their properties or assets may be bound or subjectany Company Subsidiary is bound: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liabilitywhich, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC); (ii) with respect to (i) any joint venture or with any consultants or other agents involving payment of $10,000 or more per annum partnership arrangements that are material to the Company and are in effect the Company Subsidiaries, taken as of the date hereofa whole, or with (ii) the purchase of any current stockholder Equity Interest in any other entity; (iii) pursuant to which any indebtedness for borrowed money of the Company or with any Affiliate Company Subsidiary in an aggregate principal amount in excess of $1,000,000 is outstanding or may be incurred, other than any Contract between or among the Company and/or wholly-owned Company Subsidiaries; (iv) relating to a guarantee by the Company or any Company Subsidiary of indebtedness of any Third Party in excess of the foregoing Persons$1,000,000; (v) Contracts with relating to any Person to sellpending acquisition or disposition by the Company or any of the Company Subsidiaries of properties or assets, distribute or otherwise market any Target Company's products or servicesexcept for acquisitions and dispositions of properties, assets and inventory in the ordinary course of business; (vi) Contracts for which contains covenants limiting the sale ability of the Company or any services Company Subsidiary to engage in any of its principal lines of business, or properties other than in the Ordinary Course of Business to compete with any Person or for the grant operate at any geographic location with respect to any Person of its principal lines of business, except for any option or preferential rights to purchase any propertiesReal Property Leases; (vii) partnership providing any long-term discount commitments by the Company or joint venture agreementsany Company Subsidiary in excess of 30% off of the Company’s or any Company Subsidiary’s customary body shop pricing, other than those Contracts that are terminable by the Company or any Company Subsidiary on no more than sixty (60) days notice without liability or financial obligation; (viii) Contracts under which any Target Company agrees to indemnify employment or consulting agreement, contract or commitment with any party (other than on customary terms in connection with the sale officer or director level employee or member of the Company's products ’s board of directors or services in any other employee who is one of the Ordinary Course of Business twenty (20) most highly compensated employees, including base salary and bonuses, other than those Contracts that are terminable by the Company has provided copies or any Company Subsidiary on no more than sixty (60) days notice without liability or financial obligation or benefits generally available to employees of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software);Company; or (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders of the Contract for capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim expenditures in excess of $25,000500,000 individually or $3,000,000 in the aggregate. Part 2.13 Each Contract of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently type described in negotiation or proposed by this Section 4.10.1(excluding any Target Real Property Leases, which are addressed exclusively in Section 4.16) is referred to herein as a “Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.”

Contracts. (aSchedule 3(v) Part 2.13 of the Target Disclosure Schedule sets forth a list (sorted by reference to the clauses of this subsection) of all contracts, agreements, arrangements, guarantees, licenses, leases and executory commitments, other than Benefit Plans and any contracts heretofore filed as an exhibit to any SEC Document, that exist as of the following Contracts ("Material Contracts") date hereof to which the Company or any Target Company of its Subsidiaries is a party or by or to which their properties or assets may be it is bound or subject:and which fall within any of the following categories (each a "Contract"): (ia) Contracts which call for payments by not entered into in the ordinary course of the Company's or any Target Company of more than $25,000 its Subsidiaries' respective businesses; (b) joint venture, partnership or which cannot be canceled without liabilityfranchising agreements, premium or penalty; (iic) Contracts pursuant containing covenants purporting to limit the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder freedom of the Company or with any Affiliate of any of the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not its Subsidiaries to compete in any line of business or with any Person in any geographical geographic area or covenants to hire any individual or group of individuals, (d) Contracts which after the consummation of any other Person not of the Transactions would have the effect of limiting the freedom of the Company or any Subsidiary to compete with any Target Company in any line of business or in any geographical area; geographic area or to hire any individual or group of individuals, (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; and (xiie) Contracts relating to the settlement of any Claim outstanding commitment for capital expenditures in excess of $25,000. Part 2.13 , (f) indentures, mortgages, promissory notes, loan agreements or guarantees of borrowed money, letters of credit or other agreements or instruments of the Target Disclosure Schedule also lists and describes Company or any Subsidiary evidencing indebtedness for borrowed money or providing for the status creation of all material Contracts currently in negotiation any charge, security interest, encumbrance or proposed by lien upon any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 assets of the Target Disclosure ScheduleCompany or any of its Subsidiaries, including all amendments thereto. Each Target Contract is valid and (g) License Agreements, (h) Contracts with respect to which a change in full force and effect. the ownership (cwhether directly or indirectly) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target shares of Company has violated Common Stock or breached, the composition of the Board of Directors of the Company or declared any of its Subsidiaries or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) the other Transactions may result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, or give rise to a right of termination, modification, cancellation or acceleration of any Target obligation or loss of benefits under, such Contract, (i) any other agreement of a type required to be filed under Item 601(b)(10) of Regulation S-K promulgated by the SEC; or (j) Contracts (including employment agreements and (ivconsulting agreements) no Target pursuant to which the Company has waived or any right under Subsidiary is required to employ or obtain services from any Target Contract. (d) Except as set forth in Part 2.13 Person otherwise than on an "at-will" basis for any period of time. All Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound are valid and binding obligations of the Target Disclosure ScheduleCompany or its Subsidiary (as applicable) and, to the best of the knowledge of the ShareholdersCompany, the valid and binding obligation of each Person against which any Target other party thereto. Neither the Company has or may acquire any rights under any Target Contract is solvent and is able its Subsidiary (as applicable) nor, to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 the knowledge of the Target Disclosure ScheduleCompany, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result party thereto is in any violation of or failure in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default by the Company or its Subsidiary (as applicable) (or to comply with its knowledge a default by any Legal Requirement. No Person is renegotiating, other party thereto) under or has permit the contractual right to renegotiatetermination of, any amount paid such Contract, except for such instances of default thereunder or payable terminations thereof that would not individually or in the aggregate result in a Material Adverse Effect. The Company has, prior to any Target Company under any Target Contract the date hereof, delivered or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all made available true, complete and correct copies of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conductedBuyers.

Contracts. (a) Part 2.13 Section 4.15(a) of the Target Disclosure Schedule sets forth a complete and accurate list of all each Contract of the following Contracts ("Material Contracts") types or having the following terms to which the Company or any Target Company of its Subsidiaries is a party or by which the Company or to which any of its Subsidiaries or its or their properties or assets is or may be bound or subject:as of the date hereof (collectively, the “Company Contracts”): (i) all Contracts which call providing for payments the employment, retention, bonus, severance or other service relationship with any current or former officer, director, employee, consultant or other person requiring compensation by any Target the Company (the name, position or capacity and rate of more than compensation of each such person and the expiration date of each such Contract being set forth in Section 4.15(a) of the Disclosure Schedule), to the extent there are continuing obligations of the Company or its Subsidiaries thereunder in excess of $25,000 or which cannot be canceled without liability, premium or penalty50,000; (ii) all material Contracts pursuant (other than employment contracts) with any current or former officer, director, stockholder, employee, consultant, agent or other representative of the Company or any of its Subsidiaries or with an entity in which any of the foregoing is a controlling person; (iii) (A) all instruments relating to indebtedness for borrowed money, any note, bond, deed of trust, mortgage, indenture or agreement to borrow money, and any agreement relating to the terms extension of which there is either credit or the granting of a current Lien other than Permitted Liens, or future right (B) any Contract of guarantee of credit in favor of any Target Person or entity in excess of $100,000; (iv) all lease, sublease, rental, license or other Contracts under which the Company receive or any of its Subsidiaries is a lessor or lessee of any real property or the guarantee of any such lease, sublease, rental or other Contracts providing for lease or rental payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more 100,000 per annum and are in effect as a term of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Personsat least twelve (12) months; (v) all Contracts containing any covenant or provision limiting the freedom or ability of the Company or any of its Subsidiaries to engage in any line of business, engage in business in any geographical area or compete with any other Person to sell, distribute or otherwise market requiring exclusive dealings by the Company or any Target Company's products or servicesof its Subsidiaries; (vi) (A) all Contracts for the purchase of materials, inventory, supplies or equipment (including, without limitation, computer hardware and Software), or for the provision of services, involving annual payments of more than $100,000, containing any escalation, renegotiation or redetermination provisions, other than Contracts that are terminable within ninety (90) days without premium or penalty to the Company or any of its Subsidiaries; and (B) notwithstanding (A), all Contracts (i) with material customers of the business of the Company or any of its Subsidiaries, (ii) for the sale by the Company or any of its Subsidiaries of materials, supplies, inventory or equipment (including, without limitation, computer hardware and Software), or (iii) for the provision of services by the Company or any of its Subsidiaries (including, without limitation, consulting services, data processing and management, and project management services), the performance of which will extend over a period of more than one (1) year and involve consideration in excess of $100,000; (vii) all partnership or joint venture Contracts; (viii) all Contracts or purchase orders relating to capital expenditures involving total payments by the Company and its Subsidiaries of more than $100,000 per year; (ix) all Contracts relating to licenses of Intellectual Property (whether the Company or any of its Subsidiaries is the licensor or licensee thereunder) material to the business of the Company; (x) all Contracts relating to the future disposition or acquisition of any services business enterprise or any interest in any business enterprise; (xi) all Contracts between or among (A) the Company or any of its Subsidiaries, on the one hand, and (B) any Stockholder (or Holder), such Stockholder’s Affiliate (or Holder’s Affiliate), or any Related Party (other than the Company), on the other hand; (xii) Contracts pertaining to the issuance of debt or equity of the Company or any of its Subsidiaries; (xiii) Contracts which are (A) outside the ordinary course of business for the purchase, acquisition, sale or disposition of any assets or properties other than in the Ordinary Course of Business or (B) for the grant to any Person of any option or preferential rights to purchase any assets or properties; (viixiv) partnership all engagement letters with clients of the Company or joint venture agreementsany of its Subsidiaries under which any amount is or may become payable to the Company or any of its Subsidiaries; (viiixv) all Contracts under which the Company or any Target Company of its Subsidiaries agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software);Person; and (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xixvi) any other Contract that which involves consideration in excess of $100,000 per year. (i) Each Company Contract is material to the propertieslegal, assetsvalid, business, results of operations or condition (financial or otherwise) of binding and enforceable against the Company or the Subsidiaryparty to such Company Contract which is a Subsidiary of the Company, taken as a whole; and (xii) Contracts relating the case may be, and to the settlement of any Claim in excess of $25,000. Part 2.13 Knowledge of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 as of the Target Disclosure Schedule or on any date hereof, against each other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate party thereto, and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; and (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company as of the date hereof, any other party, is in material breach or default, and no event has occurred, and no circumstance or condition exists, that might occurred which could constitute (with or without notice or lapse of timetime or both) a material breach or default (Aor give rise to any right of termination, modification, cancellation or acceleration) result in a violation or breach by any Target Company loss of any benefits under any Company Contract. (c) The Company has delivered to Parent complete and accurate copies of each Company Contract through the date hereof and there has been no material modification, waiver or termination of any Company Contract or any material provision thereto through the date hereof. The Company is not contemplating as of the provisions date hereof any modification, waiver or termination of any Target Company Contract. Except as set forth on Section 4.15(c) of the Disclosure Schedule, (B) give any Target no Company Contract is terminable or cancelable as a result of the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company consummation of the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contracttransactions contemplated in this Agreement. (d) Except as set forth in Part 2.13 There are no non-competition or non-solicitation agreements or any similar agreements or arrangements that could restrict or hinder the operations or conduct of the Target Disclosure Schedule, to the best business of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its Subsidiaries or the use of its properties or assets or any “earn-out” agreements or arrangements (or any similar agreements or arrangements) to secure, the performance or payment of which any obligation or other Liability of any other Person. The performance of the Target Contracts by Stockholders (or Holders) or the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any of its Subsidiaries is a party or may be subject or bound (other term than this Agreement or provision of any Target Contractpursuant to this Agreement). (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 Except for Contracts between the Company or its subsidiaries on the one hand and Parent or a subsidiary of Parent on the Target Disclosure Schedule sets forth other hand, neither the Company nor any of its subsidiaries is a list of all party to or is bound by any of the following Contracts as of the date of this Agreement, except to the extent those Contracts are listed in Section 2.20(a) of the Company Disclosure Letter and are identified thereon using the numbering below, in each case listing ("Material Contracts"i) to which any Target Company the person(s) with whom such Contract is a party or by or to which their properties or assets may be bound or subjectmade and (ii) the date thereof: (i) Contracts which call any employment or consulting Contract with any officer or director, or any Employee (excluding offer letters for payments “at-will” Employees) or any other type of Contract (whether or not such Contract is an Employment Agreement, as defined in Section 2.13(a)(vi)) with any Employee that is not terminable within thirty (30) days by the Company without Liability to the Company or Parent, including any Target Company Contract requiring it to make or accelerate a payment to any Employee on account of more than $25,000 the Merger, any Transaction or which cannot be canceled without liability, premium or penaltyany Contract that is entered into in connection with this Agreement; (ii) Contracts pursuant any Contract or plan, including any stock option plan, stock appreciation right plan or stock purchase plan (A) relating to the terms sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of Company Common Stock or any other securities of the Company or any of its subsidiaries or any options, warrants, convertible notes or other rights to purchase or otherwise acquire any such shares of stock, other securities or options, warrants or other rights therefor, except for the Company Stock Plans, or (B) any of the benefits of which there is either a current will be increased, or future right the vesting of benefits of which will be accelerated, by the occurrence of any Target Company receive payments in excess of $25,000the Transactions or the value of any of the benefits of which will be calculated on the basis of any of the Transactions; (iii) Contracts relating any Contract requiring the Company to engage in ongoing research or development, which obligations extend beyond January 1, 2007 and are not terminable by the borrowing of moneyCompany (with or without penalty) on less than ninety (90) days prior notice; (iv) Contracts with any current Contract (whether non-compete or former officer otherwise) containing provisions which have or director that are in would reasonably be expected to have the effect as of the date hereof, prohibiting or with impairing any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder business practice of the Company or any of its subsidiaries (including engaging in research and development or the development or commercialization of any Company Product), any acquisition of property (tangible or intangible) by the Company or any of its subsidiaries, any other conduct of business by the Company or any of its subsidiaries, or otherwise limiting the freedom of the Company or any of its subsidiaries to engage in any line of business in any geographical area or to compete with any Affiliate person. Without limiting the generality of the foregoing, neither the Company nor any of its subsidiaries has entered into any Contract under which the foregoing PersonsCompany or any of its subsidiaries is prohibited or impaired from engaging in any areas of research or development or from the licensing, manufacturing, selling or distributing any Company Intellectual Property or exploiting any Technology of the Company; (v) Contracts with any Person Contract under which the Company has granted or is obligated to sellgrant any person any “opt-in” rights, distribute exclusive rights, rights of refusal or otherwise market any Target Company's products or servicessimilar rights; (vi) Contracts any Contract under which the Company is obliged to enter into any further agreement or license, under which the Company is obligated to accept or use manufacturing (including cell culture, bulk manufacturing or fill and finish) capacity or to pay for manufacturing capacity not used or accepted, or under which the sale of Company has any services material “take or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any propertiespay” commitment; (vii) partnership any Contract relating to the disposition by the Company or joint venture agreementsany of its subsidiaries of a material amount of assets not in the ordinary course of business, or pursuant to which the Company or its subsidiaries has acquired a business or entity, or material assets of a person (other than purchases in the ordinary course of business that are customarily effected on a purchase order basis), whether by way of merger, consolidation, purchase of stock, purchase of assets, exclusive license or otherwise, or any Contract pursuant to which the Company or any of its subsidiaries has any material ownership interest in any person other than the Company’s subsidiaries; (viii) Contracts any Contract currently in force under which the Company or any Target of its subsidiaries has continuing obligations to provide to a third person information about any Company agrees to indemnify Research Program or any party (other than on customary terms in connection with the sale of scientific or clinical data produced by the Company's products , including research, characterization, manufacturing, clinical, pre-clinical or services in other information and including information regarding the Ordinary Course of Business Company’s planned research and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software)development activities; (ix) Contracts containing covenants of any Target Company not to compete in any line of business joint venture Contract, collaboration Contract or with any Person in any geographical area or covenants of any other Person not to compete Contract that involves a sharing of revenues, profits, cash flows, expenses (including development expenses) or losses with any Target Company in any line of business or in any geographical areaother persons; (x) Contracts containing obligations any Contract requiring the Company or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal its subsidiaries to undertake a clinical trial (or state securities laws)to have a third person undertake a clinical trial on the Company’s or its subsidiaries’ behalf) of an existing Company Product or the subject of a Company Research Program; (xi) any other Contract that authorizes any third person to sell, offer for sale, market or otherwise distribute any Company Products or results of any Company Research Programs; (xii) any mortgages, indentures, guarantees, promissory notes, loans or credit agreements, security Contracts or other Contracts or instruments relating to the borrowing of money or extension of credit, or any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP; (xiii) any settlement or litigation “standstill” Contract; (xiv) any Contract of guarantee, support, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person; (xv) any Contract (including open purchase orders) under which the Company has a commitment to purchase goods, capital equipment, services or other items in excess of $50,000 for any Contract or series of Contracts; (xvi) any Contract (i) pursuant to which any third person is required to make payments to the Company in excess of $20,000 per annum, (ii) pursuant to which the Company or any of its subsidiaries is obligated to pay any royalty or similar payments, including but not limited to profit sharing or similar payments, or (iii) pursuant to which the Company or any of its subsidiaries is obligated to pay any milestone payment or similar payment, including any payment of a pre-determined amount in excess of $100,000, which payment is contingent on the occurrence of a future event, but excluding any fee-for-service Contract; (xvii) any Contract pursuant to which the Company or any of its subsidiaries is a lessor or lessee of any equipment or other fixed assets, including machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving payments in excess of $20,000 per annum or involving any manufacturing equipment with a value in excess of $10,000; (xviii) any Contract with any person with whom the Company or any of its subsidiaries does not deal at arm’s length; (xix) any Contract with any investment banker, broker, advisor or similar party, or any accountant, legal counsel or other person retained by the Company, in connection with this Agreement and the Transactions; (xx) any Contract with any Governmental Entity (a “Government Contract”) or any material federal, state, county, local or foreign governmental consent, license, permit, grant, or other authorization of a Governmental Entity (excluding Company Permits) that is required for the operation in all material respects of the Company’s or any of its subsidiaries’ businesses; (xxi) any Contract entitling a third person (other than an Employee) to a commission or “finder’s fee” payable by the Company or any of its subsidiaries; or (xxii) any Contract not otherwise disclosed in Section 2.20 of the Company Disclosure Letter (i) under which the consequences of a default could reasonably be expected to be material to the Company, (ii) that is of the nature required to be filed by Company as an exhibit to an Annual Report on Form 10-K under the Exchange Act; (iii) involving in excess of $100,000 being paid by or to the Company over the term thereof, or (iv) that is otherwise material to the Company or any of its subsidiaries or their respective businesses, operations, properties, assets, businessfinancial condition, results of operations or condition (financial cash flows; any such Contract listed or otherwiserequired to be listed in Section 2.19(b)(iii) or Section 2.20(a) of the Company or the Subsidiary, taken as Disclosure Letter being a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target “Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts")Contract”. (b) The Target Companies have delivered Neither the Company nor any of its subsidiaries, nor, to the Purchaser accurate Company’s knowledge, any other person that is a party to a Company Contract, is in breach, violation or default under, and complete copies neither the Company nor any of all Contracts identified in Part 2.13 its subsidiaries has received notice that it has breached, violated or defaulted under, any of the Target Disclosure Schedule, including material terms or conditions of any Company Contract. The Company or the applicable Company subsidiary is entitled to all amendments theretobenefits under any Company Contract. Each Target Contract of the Company Contracts is valid and in full force and effect. (c, and has not been amended in any material respect, except to the extent that such amendment is described in Section 2.20(a) of the Company Disclosure Letter. Except as set forth noted in Part 2.13 Section 2.20(b), the Company has delivered or made available to Parent or its representatives true, correct and complete copies of each of the Target Disclosure Schedule: (iCompany Contracts required to be listed in Section 2.20(a) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target ContractDisclosure Letter; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Scheduleprovided that, to the best extent that third party confidentiality restrictions expressly prohibit disclosure of such Company Contract to Parent, Section 2.20(b) of the knowledge Company Disclosure Letter sets forth a description of the Shareholders, subject matter of each Person against which any Target such Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 a general indication of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, nature of the rights and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Personobligations granted thereunder. The performance of the Target Contracts by the Target Companies will Company is not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable a party to any Target Government Contract (other than Company under any Target Contract or any other term or provision of any Target ContractPermits). (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 All material contracts required to be filed prior to the date hereof by the Company or any of its Subsidiaries pursuant to Regulation S-K have been filed as exhibits to, or incorporated by reference in, a Company SEC Document filed after December 31, 2001 and prior to the Target date hereof (such agreements, the "COMPANY SEC AGREEMENTS"). Except as entered into after the date hereof in compliance with the terms of this Agreement, Section 4.16 to the Company Disclosure Schedule sets forth lists all written or oral contracts, agreements, guarantees, leases and executory commitments other than Plans (each a list of all "CONTRACT"), other than any Contract that is a Company SEC Agreement, that fall within any of the following Contracts ("Material Contracts") to which any Target Company is a party or by or to which their properties or assets may be bound or subjectcategories: (i) Contracts which call for not entered into in the ordinary course of business, other than those that are not material to the Company's business, (ii) joint venture, partnership and similar Contracts, (iii) service Contracts or equipment leases involving payments by any Target the Company of more than $25,000 100,000 per year or which cannot be canceled without liability, premium or penalty; (ii) Contracts pursuant to $250,000 in the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money;aggregate, (iv) Contracts with any current that contain minimum purchase conditions in excess of $250,000 or former officer or director that are in effect as of the date hereof, or with any consultants requirements or other agents involving payment of $10,000 terms that restrict or more per annum and are in effect as of limit the date hereof, or with any current stockholder purchasing relationships of the Company or with its Affiliates, or any Affiliate of any of the foregoing Persons;customer, licensee or lessee thereof, (v) Contracts with relating to any Person to sell, distribute or otherwise market any Target Company's products or services;outstanding commitment for capital expenditures in excess of $100,000 per Contract, (vi) Contracts for containing covenants purporting to limit the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale freedom of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical geographic area or covenants to hire any individual or group of any individuals, (vii) Contracts that, after the Effective Time, would have the effect of limiting the freedom of Parent or its Subsidiaries (other Person not than the Company and its subsidiaries) to compete with any Target Company in any line of business or in any geographical area;geographic area or to hire any individual or group of individuals, (viii) Contracts relating to the lease or sublease of or sale or purchase of, or the servicing of, real or personal property involving any annual expense or price in excess of $100,000, (ix) Contracts with any labor organization or union, (x) Contracts containing obligations relating to indebtedness for borrowed money (including guaranties) or liabilities to any sale-leaseback or leveraged lease or that is an interest rate swap, equity swap or other swap or derivative instrument, other than trade payables and accrued expenses arising in the ordinary course of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws);business consistent with past practices, (xi) any Indentures, mortgages, promissory notes, loan agreements, guarantees of borrowed money, letters of credit or other Contract that is material to the properties, assets, business, results of operations Contracts or condition (financial or otherwise) instruments of the Company or any of its Subsidiaries or commitments for the Subsidiaryborrowing or the lending by the Company or any of its Subsidiaries or providing for the creation of any charge, taken as a whole; andsecurity interest, encumbrance or lien upon any of the assets of the Company or any of its Subsidiaries, (xii) Contracts relating to with the settlement 10 largest customers of the Company and its Subsidiaries on a consolidated basis, based on revenues derived from such customers for the calendar month of May 2002 (provided that, for purposes of this paragraph, any Claim group of affiliated or commonly owned or controlled customers shall be treated as a single customer), (xiii) Contracts providing for "earn-outs," "savings guarantees," "performance guarantees," or other contingent payments by the Company in excess of $25,000. Part 2.13 50,000 in the aggregate, (xiv) Contracts with or for the benefit of any Affiliate of the Target Disclosure Schedule also lists and describes Company or immediate family member thereof (other than the status Company's Subsidiaries), (xv) Contracts pursuant to which the Company or any of all its Subsidiaries obtains the right to use any Intellectual Property from any Person other than the Company or any of the Company's Subsidiaries, (xvi) Contracts giving any Person the right to require the Company to register shares of capital stock or to participate in any such registration, (xvii) Contracts outside of the ordinary course of business that contain material indemnification obligations of the Company or any of its Subsidiaries to any Person, (xviii) material Contracts currently under which there are, or have been in negotiation or proposed the past six months, to the knowledge of the Company, any material default by any Target party thereto, including the Company and its Subsidiaries, (xix) Contracts, or amendments or supplements, that individually or in the aggregate, amount to a material change to the terms of payment or payment practices with respect to existing Contracts relating to a type which if entered into non-de minimis portion (by such Target dollar value or number of customers or number of suppliers) of the Company's accounts receivable or accounts payable, (xx) Contracts having the effect of limiting the freedom of any Person to compete with the Company would be or any of its Subsidiaries in any line of business in any geographic area or to hire any individual or group of individuals employed by the Company or any of its Subsidiaries, and (xxi) Contracts outside the ordinary course of business with respect to the sale, disposition or encumbrance of any assets or businesses material to the business of the Company as presently conducted. The Company SEC Agreements, together with the Contracts required to be listed on Part 2.13 disclosed in Section 4.16 of the Target Company Disclosure Schedule or on any other Schedule (are referred to herein as the "Proposed Material ContractsCOMPANY DISCLOSED CONTRACTS"). The Company has previously made available to Parent true and complete copies of those Company Disclosed Contracts requested by Parent. (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 Each of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract Company Disclosed Contracts is a valid and in full force and effect. (c) Except as set forth in Part 2.13 binding obligation of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse one of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Scheduleits Subsidiaries and, to the best of the knowledge of the ShareholdersCompany, the valid and binding obligation of each Person against which any Target other party thereto, except for such Company has Disclosed Contract that, if not so valid and binding, could not, individually or may acquire any rights under any Target Contract is solvent and is able in the aggregate, reasonably be expected to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of have a Material Adverse Effect on the Target Disclosure Schedule, no Target Company. Neither the Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged nor any of its assets Subsidiaries is or is alleged to securebe nor, to the performance or payment knowledge of any obligation or other Liability of the Company, is any other Person. The performance of the Target Contracts by the Target Companies will not result party thereto, in any breach or violation of or failure to comply in default in respect of, nor has there occurred an event or condition, that with any Legal Requirement. No Person is renegotiatingthe passage of time or giving of notice (or both), would constitute a material default under or permit the termination of, or has give rise to or accelerate the contractual right to renegotiatetiming of any material rights or penalties under, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Disclosed Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (ai) Part 2.13 Except for Contracts filed as exhibits to the Company SEC Documents, there are no Contracts that were required to be filed as an exhibit to those Company SEC Documents under the Exchange Act and the rules and regulations promulgated thereunder. The Company has delivered or Made Available to the Parent true and complete copies, of: (A) all Contracts of the Target Company or any of its Subsidiaries made in the Ordinary Course of Business involving payments by or to the Company or its Subsidiaries in excess of $250,000; (B) all Contracts or legally binding commitments of the Company, any of its Subsidiaries or any of its Affiliates that contain a covenant restricting the ability of the Company or any of its Subsidiaries (or which, following the consummation of the Merger, could restrict the ability of the Parent or any of its Subsidiaries) to compete with respect to the development, manufacturing, marketing or distribution of any of the Company’s current products or services and such Contracts are set forth in Section 3.1(i)(i)(B) of the Disclosure Schedule sets forth Schedule; (C) all Contracts of the Company or any of its Subsidiaries with any Affiliate of the Company (other than any of its Subsidiaries) other than offer letters, employment agreements or consulting agreements providing solely for at will employment or services and containing no right to any pay or benefits after employment or services has terminated, and other than those Contracts that are required to be disclosed pursuant to 3.1(i)(i)(D) below; (D) all employment, consulting, bonus, compensation, severance, or retention agreements or arrangements or similar agreements or arrangements or understandings (whether oral or written) of the Company or any of its Controlled Group Members other than offer letters, employment agreements or consulting agreements providing solely for at will employment and containing no right to severance benefits except as required by applicable law) and a list of all such Contracts is set forth in Section 3.1(i)(i)(D) of the following Disclosure Schedule; (E) all Contracts ("Material Contracts") of the Company or any Subsidiary of the Company pursuant to which any Target third party is authorized to use, copy, market, distribute or in any other manner exploit any Intellectual Property (as defined below) of the Company; (F) all Contracts of the Company or any Subsidiary pursuant to which the Company or such Subsidiary is granted rights in Intellectual Property (as defined below) of any third person and a list of all such Contracts is set forth in Section 3.1(i)(i)(F) of the Disclosure Schedule; (G) all Contracts containing “standstill” or similar provisions and a list of all such Contracts is set forth in Section 3.1(i)(i)(G) of the Disclosure Schedule; (H) all material joint venture, partnership or other similar Contracts to which the Company or any of its Subsidiaries is a party or by or to which their properties or assets may be bound or subject: (iand a list of all such Contracts is set forth in Section 3.1(i)(i)(H) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penaltythe Disclosure Schedule; (iiI) Contracts pursuant to the terms all loan agreements, credit agreements, letters of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) credit, notes, debentures, bonds, mortgages, indentures, promissory notes and other Contracts relating to the borrowing of money; (iv) Contracts money or extension of credit other than standard invoice terms for payments of invoices in connection with any current or former officer or director that are in effect as sales of the date hereofCompany’s products or services (collectively, or with “Debt Obligations”) pursuant to which any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder material indebtedness of the Company or with any Affiliate of its Subsidiaries is outstanding or may be incurred and all guarantees of or by the Company or any of its Subsidiaries of any Debt Obligations of the foregoing Persons;any other Person; and (vJ) all powers of attorney and Contracts with and arrangements pursuant to which the Company or any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale Subsidiary of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any kind to holders obligation of any Person, or any capital maintenance or similar agreements or arrangements. (ii) Each Contract or agreement referenced in Sections 3.1(i)(i)(A) through (I) above (notwithstanding any disclosures contained in Sections 3.1(i)(i)(A) through (I) of the capital stock Disclosure Schedule) and each Contract or agreement disclosed in the Disclosure Schedule is in full force and effect (except for those Contracts that have expired in accordance with their terms) and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms (subject to (A) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, moratorium, reorganization, receivership and similar laws relating to or affecting the enforcement of any Target Company as such the rights and remedies of creditors generally and (includingB) principles of equity (regardless of whether considered and applied in a proceeding in equity or at law)), without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the each Subsidiary, taken as a whole; and (xii) Contracts relating to applicable, and the settlement Company or its Subsidiaries, as applicable, have performed all of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all their material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default obligations under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result is not in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 such Contract or agreement except for such violation or breach which could not reasonably be expected to have a Material Adverse Effect on the Company. To the Knowledge of the Target Disclosure ScheduleCompany, the other parties to the best of the knowledge of the Shareholders, each Person against which any Target Company has such Contract or may acquire any rights under any Target Contract is solvent and is able to satisfy agreement have performed all of such Person's current and future monetary their obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable forunder, and no Target Company has ever pledged any of its assets to secure, the performance are not in violation or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation breach of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiatedefault under, any amount paid or payable to any Target Company under any Target such Contract or any other term agreement except for such violations or provision of any Target Contractbreaches which could not reasonably be expected to have a Material Adverse Effect on the Company. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. Section (ak) Part 2.13 of the Target Disclosure Schedule sets forth Statement lists all material Contracts to which Target or any of its Subsidiaries is a list of all party including those Contracts which fall within any of the following Contracts categories: ("Material Contracts") to which any Target Company is a party or by or to which their properties or assets may be bound or subject: (ia) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than entered into in the Ordinary Course ordinary course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; Target’s business; (viib) royalty, joint venture, partnership or joint venture and similar agreements; ; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ixc) Contracts containing covenants purporting to limit the freedom of Target or any Target Company not of its Subsidiaries to compete in any line of business or with any Person in any geographical area geographic area, to hire any individual or covenants group of individuals or to acquire any business, entity or the assets thereof; (d) Contracts which after the Effective Time of the Transactions would have the effect of limiting the freedom of Acquireco or its Subsidiaries (other Person not than Target and its Subsidiaries) to compete with any Target Company in any line of business or in any geographical geographic area; , to hire any individual or group of individuals or to acquire any business, entity or the assets thereof; (xe) Contracts which contain minimum purchase conditions or requirements or other terms that restrict or limit the purchasing relationships of Target or any of its Subsidiaries other than in the ordinary course of business; (f) Contracts involving annual revenues or expenditures to the business of Target or any of its Subsidiaries in excess of $100,000; (g) Contracts containing obligations or liabilities any rights on the part of any kind party, including joint venture partners or other entities, to holders acquire royalty, mining or other property rights from Target or any of the capital stock of any Subsidiaries; and (i) Contracts that require Target Company as such (including, without limitation, an obligation to register or any of such securities under any federal or state securities laws); (xi) its Subsidiaries to provide indemnification to any other Contract that is material person. All Contracts are valid and binding obligations of Target or any of its Subsidiaries and, to the propertiesknowledge of Target, assetsthe valid and binding obligation of each other party thereto and are enforceable by Target or its applicable Subsidiary in accordance with their respective terms, businessand the Target or its applicable Subsidiary is entitled to all rights and benefits thereunder, results of operations except for such Contracts which if not so valid and binding would not, individually or condition (financial or otherwise) of in the Company or the Subsidiaryaggregate, have a Materially Adverse effect on Target and its Subsidiaries, taken as a whole; and (xii) Contracts relating . Neither Target nor, to the settlement knowledge of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on Target, any other Schedule party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice ("Proposed Material Contracts"). (bor both) The Target Companies have delivered would constitute a default under or entitle any party to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Scheduleterminate, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated accelerate, modify or breached, or declared or committed any call a default under, or trigger any Target Contract; (ii) no event has occurred, and no circumstance pre-emptive rights or condition exists, that might (with or without notice or lapse rights of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default first refusal under, any Target Contract; and (iv) no Target Company has waived any right such Contract except such violations or defaults under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedulesuch Contracts, to the best of the knowledge of the Shareholderswhich, each Person against which any Target Company has individually or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conductedaggregate, would not have a Materially Adverse effect on Target and its Subsidiaries, taken as a whole.

Contracts. (a) Part 2.13 There have been delivered or made available to BRZG true, correct and complete copies of each of the Target Disclosure contracts set forth in Schedule sets forth a list 5.16. Each such contract is valid, subsisting, in full force and effect and binding upon the parties thereto in accordance with its terms, and Amazonia is not in default in any respect under any of all of the following Contracts them; and ("Material Contracts"b) to which any Target Company Amazonia is not a party or by or to which their properties or assets may be bound or subjectany: (i) Contracts which call for payments by contracts with any Target Company of more than $25,000 current or which cannot be canceled without liabilityformer officer, premium director, manager, employee, consultant, agent or penaltyother representative and no monies are due to such person; (ii) Contracts pursuant to contracts for the terms purchase or sale of which there is either a current or future right of any Target Company receive payments in excess of $25,000equipment or; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts contracts for the sale of any services of its assets or properties other than in the Ordinary Course of Business or for the grant to any Person person of any option or preferential rights to purchase any of its assets or properties; (iv) contracts (including with limitation, leases of real property) regarding real property); (v) contracts relating to the acquisition of any operating business of, or the disposition of any operating business by, any other person; (vi) executory contracts relating to the disposition or acquisition of any investment or of any interest in any person; (vii) partnership or joint venture contracts or agreements; (viii) Contracts under which any Target Company agrees contracts to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) party, or to share or guarantee any tax liability of any party (excluding Contracts relating to Off the Shelf Software)party; (ix) Contracts contracts containing covenants of any Target Company not to compete in any line of business or with any Person person in any geographical area or covenants of any other Person person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities contracts relating to the making of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws)loan; (xi) contracts relating to the borrowing of money or the direct or indirect guarantee of any obligation for the repayment of borrowed money, or any other Contract that is material contingent obligations in respect of indebtedness of any other Person, including, without limitation: (A) any contract with respect to lines of credit; (B) any contract to advance or supply funds to any other person other than in the propertiesordinary course of business; (C) any contract to pay for property, assetsproducts or services of any other person even if such property, businessproducts or services are not conveyed, results delivered or rendered; (D) any keep-well, make-whole or maintenance of operations working capital or condition earnings or similar contract; or (financial E) any guarantee with respect to any lease or otherwise) of the Company or the Subsidiary, taken as a wholeother similar periodic payments to be made by any other person; and (xii) Contracts contracts for or relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation computers, computer equipment, computer software or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on computer services; or (xiii) any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated material contract whether or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses made in the manner in which such businesses are currently being conductedordinary course of business.

Contracts. (a) Part 2.13 of the Target Disclosure Schedule 4.11(a) sets forth a true and complete list as of all the date hereof of the following types of Contracts ("Material Contracts") to which any Target Company Group Member is a party or by is bound (other than any Contracts under which no Company Group Member has any continuing or potential liability) (all such Contracts set forth on Schedule 4.11(a), or which are required to which their properties or assets may be bound or subject:so disclosed, the “Material Contracts”): (i) Contracts which call for payments by each Contract with consideration paid or payable to any Target Company Group Member of more than $25,000 or which cannot be canceled without liability500,000, premium or penaltyin the aggregate, over any 12-month period; (ii) all Contracts pursuant to the terms of which there is either a current with (or future right with obligations of any Target Company receive payments in excess of $25,000Group Member to) a Related Party; (iii) all broker, distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts relating or arrangements that are material to the borrowing business of moneythe Company Group; (iv) all Contracts (excluding Contracts for employment) with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum management and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Personsconsultants; (v) Contracts all bonus and commission plans of the Company Group with a reasonably expected value in excess of $250,000 in any Person to sell, distribute or otherwise market any Target Company's products or services12-month period; (vi) all Contracts for involving the sale payment or payment of royalties or other amounts calculated based upon the revenues or income of any services Company Group Member or properties other than in the Ordinary Course of Business income or for the grant revenues related to any Person Product of any option or preferential rights Company Group Member to purchase which any propertiesCompany Group Member is a party; (vii) partnership all Contracts evidencing Indebtedness for borrowed money in an amount greater than $500,000, and any pledge agreements, security agreements or joint venture agreementsother collateral agreements in which any Company Group Member granted to any person a Lien on any of the property or assets of any Company Group Member; (viii) Contracts under which all partnership, joint venture or similar agreement or arrangement, including as may be provided in any Target Company agrees to indemnify any party (other than on customary terms letter of intent, memorandum of understanding or agreement in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software)principle; (ix) all Contracts, including any grant agreements with any economic development corporation, with any Governmental Authority to which any Company Group Member is a party, other than any Company Permits; (x) all Contracts containing covenants that limit, or purport to limit, the ability of any Target Company not Group Member to compete in any line of business or material business activity or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations jurisdiction or liabilities during any period of any kind to holders of the capital stock of any Target Company as such (includingtime, without limitation, an obligation to register any of such securities under any federal or state securities laws)excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) all Contracts that result in any Person or entity holding a power of attorney from any Company Group Member; (xii) all leases or master leases of personal property reasonably likely to result in annual payments of $500,000 or more in a 12-month period; (xiii) any note, mortgage, indenture or other obligation or agreement or other instrument for or relating to indebtedness for borrowed money in excess of $500,000, or any guarantee of third party obligations in excess of $500,000, or any letters of credit, performance bonds or other credit support for any Company Group Member; (xiv) all Contracts for the employment or engagement of any employee, officer, director or other individual service provider that (A) provide for annualized base compensation in excess of $250,000 or (B) are not terminable by a Company Group Member on no more than 30 days’ notice and without liability to or financial obligation by such Company Group Member; (xv) any collective bargaining agreement or other Contract with any labor union, works council, or other labor organization (each, a “CBA”); (xvi) all Contracts relating to the purchase of engineering or design services that involve more than $500,000, other than those Contracts that have been fully performed and under which no further services are due; (xvii) any engineering, procurement and construction contract, equipment supply agreement, services agreement, construction and operating management agreement or any other similar agreement with a value in excess of $500,000; (xviii) all Contracts involving use of any Company Intellectual Property required to be listed in Schedule 4.15(a), excluding (A) nondisclosure agreements entered into in the ordinary course of business by a Company Group Member; (B) Contracts between a Company Group Member and its customers entered into in the ordinary course of business in which the use of any such Company Intellectual Property is licensed on a non-exclusive basis; (C) Contracts between a Company Group Member and its vendors or suppliers entered into in the ordinary course of business in which the Company Group Member has granted a license to the supplier or vendor (i) to use the Company Group Member’s trademarks, service marks, or other source identifiers for purposes of indicating that the Company Group Member is a customer of the vendor or supplier; or (ii) to use any Company Intellectual Property for purposes of providing goods or services to the Company Group Member; (xix) Contracts which involve the license or grant of rights to any Company Group Member or to Company Intellectual Property by any Company Group Member, excluding (A) nondisclosure agreements entered into in the ordinary course of business by a Company Group Member; (B) licenses of commercially available and/or off-the-shelf Software (including Software provided as a service) or other standard or commercially available Intellectual Property licensed under shrinkwrap, clickwrap, online terms of use or service or other standard license terms with an aggregate annual license cost of $100,000 or less; (C) Contracts between a Company Group Member and its customers entered into in the ordinary course of business in which the use of any such Company Intellectual Property is licensed on a non-exclusive basis; (D) employee invention assignment and confidentiality agreements between a Company Group Member and its employees and/or independent contractors entered into by the Company Group Member in the ordinary course of business; and (E) Contracts between a Company Group Member and its vendors or suppliers entered into in the ordinary course of business in which the Company Group Member has granted a license to the supplier or vendor (i) to use the Company Group Member’s trademarks, service marks, or other source identifiers for purposes of indicating that the Company Group Member is a customer of the vendor or supplier; (ii) to use feedback, suggestions or ideas provided by the Company Group Member to the vendor or supplier in connection with the vendor’s or supplier’s provision of goods or performance of services to or for the Company Group Member; or (iii) to use any Company Intellectual Property for purposes of providing goods or services to the Company Group Member; (xx) all Contracts under which any Company Group Member has agreed to purchase goods or services from a vendor, supplier or other Person on a preferred supplier or “most favored supplier” basis; (xxi) all Contracts under which any Company Group Member has agreed to treat any customer on a “most favored” basis; (xxii) any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which any Company Group Member will have any material to outstanding obligation after the properties, assets, business, results date of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a wholethis Agreement; and (xiixxiii) all Contracts relating to for the settlement development of Intellectual Property for the benefit of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists Company Group Member (other than employee invention assignment and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if confidentiality agreements entered into by on terms and conditions that are materially the same as the Company’s standard form of such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"agreement). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of on Schedule 4.11(b), the Target Disclosure Schedule: Company Group (i) no Target Company is not, nor has violated it received written or, to the Knowledge of the Company, oral notice that any other party to any Material Contract is, except as such may be limited the Enforceability Exceptions, in material violation or breached, material breach of or declared material default (immediately or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without upon notice or lapse of time) under or (Aii) result has not waived or failed to enforce any material rights or material benefits under any Material Contract to which it is a party or any of its properties or other assets is subject. No Material Contract is the subject of a notice to terminate delivered or communicated in a violation or breach by any Target Company accordance with the terms of any Material Contract, except for any expiration of the provisions term of any Target Contracta Material Contract following the date of this Agreement in accordance with its terms. Each Material Contract is in full force and effect and, (B) give any Target subject to the Enforceability Exceptions, is legal, valid and binding on the applicable Company Group Member, and, to the right Knowledge of the Company, each other party thereto, except as would not be material and adverse to declare a default or exercise any remedy under any Target Contract, (C) give any Target such Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Group Member. Except as set forth in Part 2.13 of on Schedule 4.11(b), there is no default under any such Material Contracts by the Target Disclosure Scheduleapplicable Company Group Member, or, to the best Knowledge of the knowledge of the ShareholdersCompany, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable forparty thereto, and no Target event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by such Company has ever pledged any Group Member, or, to the Knowledge of its assets to securethe Company, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will party thereto, in each case, except as would not result in any violation of or failure be material and adverse to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target such Company under any Target Contract or any other term or provision of any Target ContractGroup Member. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 Section 3.11(a) of the Target Merger Partner Disclosure Schedule sets forth a list of all of lists the following Contracts ("Material Contracts") to which any Target Company is a party or by or to which their properties or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are Merger Partner in effect as of the date hereofof this Agreement (in each case, excluding Excluded Contracts): (i) any Contract (or group of related Contracts) for the purchase or sale of products or for the furnishing or receipt of services (A) which expressly requires aggregate payments by or to Merger Partner of more than $200,000 or (B) in which Merger Partner has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any products or territory, or has agreed to purchase goods or services exclusively from a particular party or to a right of first offer, right of first refusal, right of first negotiation in favor of any third party; (ii) any Contract under which ▇▇▇▇▇▇ Partner has granted to a third party a license under, or option or covenant not to sue with respect to, any consultants Merger Partner Intellectual Property; (iii) any Contract under which Merger Partner is prohibited from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the market or line of business; (iv) any (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other agents involving payment special remuneration) that provides for base salary and target bonus, when taken together, of at least $200,000 and (B) individual independent contractor or consulting Contract that involves or could involve payments in excess of $10,000 or more per annum and are in effect as of the date hereof, or with 150,000 within any current stockholder of the Company or with any Affiliate of any of the foregoing Personstwelve (12) month period; (v) Contracts with any Person to sellContract, distribute plan, policy or otherwise market any Target Company's products program providing for severance, termination compensation, retention or servicesstay pay, change in control payments or transaction-based bonuses; (vi) Contracts for the sale of any services settlement Contract or properties other than settlement-related Contract (including any Contract in the Ordinary Course of Business or for the grant to connection with which any Person of any option or preferential rights to purchase any propertiesemployment-related claim is settled) under which either side has remaining financial obligations; (vii) partnership any dealer, distribution, joint marketing, joint venture, joint development, partnership, strategic alliance, collaboration, development agreement or joint venture agreementsoutsourcing arrangement; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with Contract for the sale conduct of the Company's products research studies, pre-clinical or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) clinical studies, manufacturing, distribution, supply, marketing or to share or guarantee any liability co-promotion of any party (excluding Contracts relating to Off the Shelf Software);products in development by or which has been or which is being marketed, distributed, supported, sold or licensed out, in each case by or on behalf of Merger Partner; and (ix) Contracts containing covenants any Contract that involved or would reasonably be expected to result in (A) the grant or transfer to any third party of any Target Company new license or other interest under, the abandonment, assignment to any third party, or modification or loss of any right with respect to, or the creation of any Lien (excluding a Permitted Lien) on any Merger Partner Intellectual Property, (B) the grant or transfer to any third party of any license or other interest under, or any covenant not to compete in sue with respect to, any line of business Public Company Intellectual Property; or with any Person in any geographical area (C) Merger Partner, Public Company or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities their respective Affiliates being obligated to pay any penalty or new or increased royalty or fee to any individual or entity under any federal or state securities laws); (xi) agreement governing any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts")Merger Partner Intellectual Property. (b) The Target Companies have delivered Merger Partner has made available to the Purchaser Public Company a complete and accurate copy of each Contract listed in Sections 3.10(a), 3.10(g), 3.10(h), and complete copies of all Contracts identified in Part 2.13 3.11(a) of the Target Merger Partner Disclosure Schedule, including all amendments thereto. Each Target With respect to each Contract so listed or that should be listed: (i) the Contract is valid legal, valid, binding and enforceable and in full force and effect. effect against Merger Partner, as applicable, and, to the knowledge of Merger Partner, against each other party thereto, as applicable, subject to the Bankruptcy and Equity Exception; and (cii) Except as set forth none of Merger Partner, nor, to the knowledge of Merger Partner, any other party, is in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated material breach or breachedviolation of, or declared or committed any default under, any Target such Contract; (ii) , and no event has occurred, and no circumstance or condition existsis pending or, that might (to the knowledge of Merger Partner, is threatened, which, with or without notice or lapse of time) (A) result in , or both, would constitute a violation material breach or breach default by ▇▇▇▇▇▇ Partner or, to the knowledge of Merger Partner, any Target Company of any of the provisions of any Target other party under such Contract, (B) give any Target Company except for such breaches, violations or defaults that, individually or in the right aggregate, have not had, and are not reasonably likely to declare have, a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target ContractMerger Partner Material Adverse Effect. (dc) Except as set forth in Part 2.13 For purposes of this Agreement, the Target Disclosure Scheduleterm “Contract” shall mean, with respect to the best any Person, any written, oral or other agreement, contract, subcontract, lease (whether for real or personal property), mortgage, understanding, arrangement, instrument, note, option, warranty, license, sublicense, insurance policy, benefit plan or commitment or undertaking of the knowledge of the Shareholders, each any nature to which such Person against is a party or by which any Target Company has such Person or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company are bound under any Target Contract or any other term or provision of any Target Contractapplicable Law. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 Section 4.14 of the Target Company Disclosure Schedule Letter sets forth a list of all of the following Contracts ("Material Contracts") to which the Company or any Target Company of its Subsidiaries is a party or is bound by or to which their properties or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director and that are remain in effect as of the date hereofhereof (collectively, the "MATERIAL CONTRACTS"): (i) any Advisory Contract or Strategic Financing Agreement; (ii) any Contract relating to (x) the engagement of any financial institution (other than with any consultants rating agency, trustee or other agents involving payment routine service provider) in respect of $10,000 engagements not yet completed or more per annum and are (y) the warehousing of securities, in effect as each case, in connection with the formation or offering of any securities of any CDO the date hereof, or with any current stockholder closing of which has not yet occurred under which it is reasonably likely that the Company or with any Affiliate of its Subsidiaries has any continuing material obligations; (iii) any Contract for the purchase of any data, assets, material or equipment, other than any such Contract entered into in the ordinary course of business or in an amount not exceeding $250,000 annually; (iv) any other Contract under which the foregoing PersonsCompany and its Subsidiaries have paid or are required to pay in excess of $250,000 annually; (v) Contracts with any Person to sell, distribute Contract for the sale of all or otherwise market any Target Company's products material assets of the Company or servicesany of its Subsidiaries other than in the ordinary course of business; (vi) Contracts for any Contract relating to the sale acquisition (by merger, purchase of stock or assets or otherwise) by the Company or any of its Subsidiaries of any services operating business or properties material assets or the capital stock or other than in the Ordinary Course of Business or for the grant to any Person equity interests of any option or preferential rights to purchase any propertiesother Person; (vii) partnership any partnership, strategic alliance, sharing of profits or joint venture agreementsagreements or other similar Contracts; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of the Company or any Target Company of its Subsidiaries not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with the Company or any Target Company of its Subsidiaries in any line of business or in any geographical area; (ix) any Contract relating to Debt of the Company or any of its Subsidiaries; (x) Contracts containing obligations any Contracts, excluding any Benefit Plan, with any (A) current officer, director, stockholder or liabilities of any kind to holders Affiliate of the capital stock of any Target Company as such (including, without limitation, an obligation to register or any of such securities under its Subsidiaries or (B) any federal former officer, director, stockholder or state securities laws)Affiliate of the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries has any material continuing obligations thereunder; (xi) any other Contract that is material to the properties, assets, business, results of operations Contracts with any labor union or condition (financial or otherwise) association representing any Employee of the Company or the Subsidiary, taken as a whole; andany of its Subsidiaries; (xii) any Contracts relating imposing a Lien (other than Permitted Liens) on any of the assets of the Company or any of its Subsidiaries; (xiii) any Contracts, excluding any Benefit Plan, under which the Company or any of its Subsidiaries has made advances or loans to any other Person; (xiv) any outstanding Contracts of guaranty, direct or indirect, by the settlement Company or any of its Subsidiaries under which the Company or any Claim of its Subsidiaries may be required to pay in excess of $25,000. Part 2.13 250,000; or (xv) any Contracts with any investment or research consultant, solicitor or sales agent, or otherwise with respect to the referral of business to either of the Target Disclosure Schedule also lists and describes the status Company or any of all material Contracts currently its Subsidiaries (including any agreement with respect to solicitation of prospective investors in negotiation any CDOs or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"Hedge Funds). (b) The Target Companies Except as would not have delivered to the Purchaser accurate and complete copies of all Contracts identified a Company Material Adverse Effect or as disclosed in Part 2.13 Section 4.14(b) of the Target Company Disclosure ScheduleLetter, including all amendments (i) each Material Contract, assuming such Material Contract has been duly authorized, executed and delivered by the other parties thereto. Each Target Contract is , constitutes the legal, valid and binding obligation of the Company or the applicable Subsidiary of the Company, enforceable against the Company or the applicable Subsidiary of the Company in full force accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors' rights and effectto general equity principles and (ii) neither the Company nor any of the Subsidiaries has received written notice of any uncured or unwaived material default by the Company or any of the Subsidiaries. (c) Except as set forth Nothing in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed this Section 4.14 is intended to address any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (matters with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, respect to the best of the knowledge of the Shareholders, each Person against which any Target Company has Buyer or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target ContractSubsidiaries. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 of the Target Disclosure Schedule sets forth 3.12(a), contains a true and complete list of all of the following Contracts in effect or pursuant to which any party thereto has any obligations ("Material Contracts"excluding policies of insurance written by the Company, Plans and Company Insurance Policies which are the subject of Sections 3.16 and 3.18, respectively) to which any Target the Company is a party or by or to which their properties or assets may be bound or subjectparty: (i) Contracts which call for payments by any Target Company of more than $25,000 material partnership or which cannot be canceled without liability, premium or penaltyjoint venture Contracts; (ii) Contracts pursuant containing any covenant of the Company not to compete with any Person or in any location or geographic area or any limitation or restriction on the terms ability of the Company to engage in any line of business or the manner in which there is either a current or future right of any Target Company receive payments in excess of $25,000conducts business; (iii) Contracts relating to the borrowing of money, or the direct or indirect guaranty of any obligation for borrowed money by the Company, or Contracts to service the repayment of borrowed money or any other Liability in respect of indebtedness for borrowed money of any other Person; (iv) lease, sublease, rental, licensing, use or similar Contracts with any current or former officer or director that are in effect as of the date hereofrespect to Property providing for annual rental, license, or with use payments or the guaranty of any consultants such lease, sublease, rental, licensing or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing PersonsContracts; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (viA) Contracts for the purchase, acquisition, sale or disposition of any services assets or properties Properties or the Shares or equity interests of the Company or any Person, other than in connection with the management of the Company’s investment portfolio in the Ordinary Course of Business Business, or (B) for the grant to any Person (excluding the Company) of any option or preferential rights to purchase any propertiesShares, other equity interests, assets or Properties of the Company; (vi) any Contract that provides for the indemnification of any officer, director, Employee or agent and any employment or other similar Contracts with any current officer, director, Employee or agent; (vii) partnership or joint venture agreementsReinsurance Contracts to which the Company is a party; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products material agency, broker, selling, marketing or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software)similar Contracts; (ix) Contracts containing covenants of any Target Company not to compete in any line of business or asset management agreements with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical areaPerson; (x) Contracts containing obligations under which Persons provide material information, technology products or liabilities of any kind information technology services to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws)Company; (xi) Contracts providing for indemnification of any special purpose vehicle or other Contract financing entity, including off balance sheet entities; (xii) Any contract providing for future payments that is material to the propertiesare conditioned on, assetsor an event of default as a result of, business, results a change of operations or condition (financial or otherwise) control of the Company or the Subsidiary, taken as a whole; andany similar event; (xiixiii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all other material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be not listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts")above. (b) The Target Companies have Seller has heretofore delivered or made available to the Purchaser accurate Buyer true and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments theretoMaterial Contracts whether or not listed on Schedule 3.12(a). Each Target Contract of such Material Contracts is a valid and binding obligation of the Company and, to the Seller’s Knowledge, is a valid and binding obligation of any other Person party thereto, and is in full force and effect. (c) effect enforceable against the parties thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ right generally, general principles of equity and the discretion of courts in granting equitable remedies. Except as set forth specified in Part 2.13 of Schedule 3.12(b), neither the Target Disclosure Schedule: (i) no Target Company has violated or breachednor, or declared or committed any default underto the Seller’s Knowledge, any Target Contract; (ii) no event has occurredother Person party thereto, and no circumstance is in breach or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; Material Contract whether or not listed on Schedule 3.12(a), except for such breaches, violations and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Scheduledefaults that have not had and could not reasonably be expected to have a Material Adverse Effect and, to the best Knowledge of the knowledge Seller no condition or event exists which with the giving of notice or the Shareholderspassage of time, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Scheduleboth, no Target Company has ever guaranteed would constitute a violation or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment default of any obligation Material Contract by the Company or other Liability of any other Person. The party thereto or permit the termination, modification, cancellation or acceleration of performance of the Target Contracts by obligations of the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target party to the Material Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 of Except as set forth on Schedule 2.14, the Target Disclosure Schedule sets forth a list of all of the following Contracts ("Material Contracts") to which any Target Company is not a party to or bound by or to which their properties or assets may be bound or subjectany written: (i) Contracts which call for payments by collective bargaining agreement or other Contract with any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penaltylabor union; (ii) Contracts pursuant to containing covenants (including confidentiality provisions if applicable) limiting the terms of which there is either a current or future right freedom of any Target employee, consultant, manager, member or Affiliate of the Company, to engage in any line of business, compete with any person or that otherwise have the effect of restricting in any material respect the employee, consultant, manager, member or Affiliate of the Company receive payments in excess from the development, manufacture, marketing or distribution of $25,000products and/or services, including without limitation, non-competition, non-solicitation and standstill obligations; (iii) Contracts Contract relating to Indebtedness or to the borrowing mortgaging or pledging of, or otherwise placing a Lien on, any of moneyits assets or any of its securities; (iv) Contracts Contract which prohibits it from freely engaging in business or competing with any current Person anywhere in the world during any period of time without any limitation or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing PersonsAdverse Consequences; (v) Contracts with Contract under which it has advanced or loaned any other Person any amounts; (vi) Contract creating an obligation of the Company to sellpurchase goods, distribute or otherwise market any Target Company's products materials or services; (vivii) Contracts for Contract requiring the sale of any services Company to indemnify or properties other than in the Ordinary Course of Business or for the grant to hold harmless any Person of any option whereby the Company is, or preferential rights could reasonably be anticipated to purchase any properties; (vii) partnership or joint venture agreementsbe, responsible for indemnification obligations; (viii) Contracts under which any Target Company agrees warranty Contract with respect to indemnify any party (other than on customary terms in connection with the sale of the Company's its services rendered or its products sold, leased or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software)licensed; (ix) Contracts containing covenants of any Target Company not to compete in any line of business or Contract with any Person in any geographical area of the Members, the Company or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical areatheir respective Affiliates; (x) Contracts containing obligations Contract that provides any customer with pricing, discounts or liabilities of any kind benefits that change based on the pricing, discounts or benefits offered to holders other customers of the capital stock of Company, including any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws)Contract which contains a “most favored nation” provision; (xi) Contract providing for the provision of free products to any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; andPerson; (xii) Contracts relating Contract which contains performance guarantees; (xiii) Contract with a license of Intellectual Property to or from the Company; (xiv) Contract involving the settlement of any Claim in excess Action or Proceeding or threatened Action or Proceeding; (xv) Contract appointing any agent to act on its or their behalf or any power of $25,000. Part 2.13 attorney; (xvi) Contract relating to the acquisition or sale of the Target Disclosure Schedule also lists and describes Business (or any material portion thereof), whether or not consummated; (xvii) Contract with any Governmental or Regulatory Authority; (xviii) partnership, joint venture or other similar Contract involving a share of profits, losses, costs, or liabilities with any other Person; (xix) any lease for operating equipment or other personal property; or (xx) other Contract material to the status of all material Contracts currently in negotiation Company, whether or proposed by any Target Company of a type which if not entered into by such Target Company would be required to be listed on Part 2.13 in the ordinary course of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts")business. (b) The Target Companies have delivered Company has no and is not bound by any oral Contracts. A true, correct and complete copy of each written Material Contract (as defined below) has been made available to Buyer. With respect to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 Company’s obligations thereunder and, with respect to the obligations of the Target Disclosure Scheduleother parties thereto, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as of the Contracts set forth or required to be set forth on Schedule 2.14 or Schedule 2.15 (each a “Material Contract”) are valid, binding and enforceable against the Company (to the extent party thereto) and enforceable by the Company (to the extent party thereto) against the other parties thereto, in Part 2.13 accordance with their respective terms. The Company (to the extent party thereto) has performed all obligations required to be performed by them under such Contracts and the Company has not received any notice that it is in default under or in breach of any such Contract. Prior to the Target Disclosure Schedule: date hereof, (i) no Target event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company has violated or breached, or declared or committed under any default under, any Target such Contract; (ii) to the Company’s knowledge, no event has occurred, other party to any such Contract is in breach thereof or default thereunder and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any none of the provisions of Company or any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company Member has received any written notice regarding any actualof termination, allegedcancellation, possible or potential violation or breach of, or default under, under any Target such Contract; and (iviii) there are no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedulerenegotiations of, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right attempts to renegotiate, or outstanding rights to renegotiate any amount material amounts paid or payable to any Target the Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all Material Contracts with any Person and no such Person has made written demand for such renegotiation. The Company (to the extent party thereto) shall have the benefit of each Material Contract and shall be entitled to enforce each such Contract immediately following the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conductedClosing.

Contracts. (a) Part 2.13 of the Target Disclosure Except as set forth on Schedule sets forth a list of all of the following Contracts ("Material Contracts"‎3.22(a) to which any Target Company is a party or by or to which their properties or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability3.17(a), premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, none of the Companies is a party or subject to any of the following: (i) any Contract, understanding or obligation with respect to severance, termination, retention or change in control, to pay liabilities or fringe benefits, with any consultants present or other agents involving payment of $10,000 or more per annum and are in effect as former directors of the date hereofBoard, officers or with any current stockholder of the Company or with any Affiliate employees of any of the foregoing PersonsCompanies, or any such agreement, understanding or obligation, the assumption of which has been approved by the Bankruptcy Court or that is a Postpetition Contract; (ii) any Contract providing for bonuses, pensions, options, deferred compensation, retirement payments, royalty payments, profit sharing or similar payment or benefit with respect to any present or former Representative of any of the Companies, the assumption of which has been approved by the Bankruptcy Court or that is a Postpetition Contract; (iii) any Contract under which any of the Companies has created, incurred, assumed or guaranteed indebtedness for borrowed money or that is an outstanding guarantee, letter of comfort, letter of assurance, keepwell, letter of credit, performance bond, surety bond, indemnity agreement or other form of assurance or guarantee, the assumption of which has been approved by the Bankruptcy Court or that is a Postpetition Contract; (iv) any Contract under which any of the Companies is a lessee or lessor of the Companies’ aircraft; (v) any Contracts with under which any Person of the Companies has committed to sell, distribute purchasing or otherwise market any Target Company's products leasing aircraft or services;aircraft engines; and (vi) Contracts for any Contract required pursuant to Item 601 of Regulation S K under the sale of any services or properties other than in the Ordinary Course of Business or for the grant Securities Act to be filed as an exhibit to any Person of any option or preferential rights to purchase any properties; SEC Report, which has not been so filed (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale each of the Company's products or services agreements described in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Groupclauses ‎(i) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software- ‎(vi); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed “Material Contracts"Contract”). (b) The Target None of the Companies have is in material breach or material violation of, or in default under or with respect to, any Material Contract. (c) As of the date of this Agreement, none of the Companies is a party to or is bound by any non-competition Contract or other Contract the assumption of which has been approved by the Bankruptcy Court or that is a Postpetition Contract that (i) purports to limit in any material respect either the type of business in which the Companies may engage or the manner or locations in which any of them may so engage in any business, or (ii) other than in the ordinary course of business, could require the disposition of any material assets or line of business of any of the Companies. (d) A true and complete copy of each Material Contract to which any of the Companies is a party has previously been delivered or made available to the Purchaser accurate Investor (subject to applicable confidentiality restrictions) and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract each such contract is a valid and binding agreement of such Company, as the case may be, and is in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, except to the best of the knowledge of the Shareholders, each Person against which extent any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunderpreviously expired in accordance with its terms. (e) Except as set forth in Part 2.13 As of the Target Disclosure Scheduledate hereof, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, since the performance or payment of any obligation or other Liability of any other Person. The performance commencement of the Target Contracts by Cases, none of the Target Companies will not result in any violation of or failure has rejected and failed to comply with any Legal Requirement. No Person is renegotiatingreplace, or has the contractual right on terms that are no less favorable to renegotiatesuch Company, any amount paid or payable Contract that is necessary to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 conduct the business of the Target Disclosure Schedule collectively constitute all of Companies in substantially the Contracts necessary same manner as presently conducted and as proposed to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being be conducted.

Contracts. Section 5.16 to the BLP Disclosure Schedule lists, as of the date of this Agreement, all written or oral contracts, agreements, guarantees, leases and executory commitments, other than Plans that BLP or any of its subsidiaries is a party (each, a “Contract”) and that fall within any of the following categories: (a) Part 2.13 Contracts not entered into in the ordinary course of BLP’s or any of its subsidiaries business other than those that are not material to the Target Disclosure Schedule sets forth a list business of all BLP or any of the following Contracts its subsidiaries, ("Material Contracts"b) to which any Target Company is a party or by or to which their properties or assets may be bound or subject: joint venture, partnership and similar agreements, (ic) Contracts which call for that are service contracts or equipment leases involving payments by BLP and any Target Company of its subsidiaries, in the aggregate, of more than $25,000 or which cannot be canceled without liability200,000 per year, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ixd) Contracts containing covenants purporting to limit the freedom of BLP or any Target Company not of its subsidiaries to compete in any line of business or with any Person in any geographical geographic area or covenants to hire any individual or group of individuals, (e) Contracts that, after the Effective Time, would have the effect of limiting the freedom of Cardinal or any of its subsidiaries (other Person not than BLP and any of its subsidiaries) to compete with any Target Company in any line of business in any geographic area or to hire any individual or group of individuals, (f) Contracts that contain minimum purchase conditions in excess of $200,000 or requirements or other terms that restrict or limit the purchasing relationships of BLP or any of its affiliates, or any customer, licensee or lessee thereof, (g) Contracts relating to any outstanding commitment for capital expenditures in excess of $200,000, (h) Contracts relating to the lease or sublease of or sale or purchase of real or personal property not cancelable by BLP or any of its subsidiaries (without premium or penalty) within one month, (i) Contracts with any labor organization or union, (j) indentures, mortgages, promissory notes, loan agreements, guarantees of borrowed money in excess of $100,000, letters of credit or other agreements or instruments of BLP or any of its subsidiaries or commitments for the borrowing or the lending of amounts in excess of $100,000 by BLP or any of its subsidiaries or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of BLP or any of its subsidiaries, (k) individual Contracts involving annual revenues to the businesses of BLP and any of its subsidiaries in excess of 2.5% of BLP’s 2001 annual revenues, (l) Contracts providing for “earn-outs,” “savings guarantees,” “performance guarantees,” or other contingent payments by BLP or any of its subsidiaries involving more than $100,000 over the term of the Contract, (m) Contracts with or for the benefit of any of BLP’s affiliates or immediate family member thereof (other than BLP’s subsidiaries) involving more than $100,000 in the aggregate per affiliate, and (n) Contracts involving payments by BLP or any of its subsidiaries of more than $500,000 per year. All such Contracts and all other Contracts that are material to the business or operations of BLP or any of its subsidiaries are valid and binding obligations of BLP or of such subsidiary, and, to the knowledge of BLP or such subsidiary, the valid and binding obligation of each other party thereto, except such Contracts that, if not so valid and binding, would not, individually or in any geographical area; (x) Contracts containing obligations or liabilities the aggregate, have a Material Adverse Effect on BLP. None of any kind to holders of the capital stock of any Target Company as such (includingBLP, without limitation, an obligation to register any of its subsidiaries, and, to the knowledge of BLP or any of its subsidiaries, any other party thereto, is in violation of or in default in respect of, nor has there occurred an event or condition that with the passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any such securities under any federal Contract or state securities laws); (xi) of any other Contract that is material to the properties, assets, business, results business or operations of operations BLP or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to securesubsidiaries, the performance except such violations or payment of any obligation defaults under or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of terminations which, individually or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conductedaggregate, would not have or reasonably be expected to have a Material Adverse Effect on BLP.

Contracts. (aSection 4(q) Part 2.13 of the Target Sellers Disclosure Schedule sets forth a list of all of lists the following Contracts ("Material Contracts") to which any Target Company is a party or by or to which their properties any Target or any of its respective assets may be is bound or subject:, or which are Assigned Contracts (each, whether or not set forth in Section 4(q) of the Sellers Disclosure Schedule, a “Material Contract”): (i) Contracts which call any Contract (or group of related Contracts) for the lease of personal property to or from any Person providing for lease payments by any Target Company in excess of more than $25,000 or which cannot be canceled without liability, premium or penalty50,000 per annum; (ii) Contracts pursuant to any Contract (or group of related Contracts) for the terms purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which there is either will extend over a current period of more than 1 year or future right of any Target Company receive payments involve consideration in excess of $25,00050,000, in either case, as of the date of this Agreement; (iii) Contracts relating any Contract that relates to the borrowing acquisition or disposition by any Target of moneyany business or operations, capital stock or assets of any Person or any real estate as to which there are any material ongoing obligations of such Target; (iv) Contracts with any current or former officer or director that are in effect as of the date hereofContract concerning a partnership, or with any consultants joint venture, limited liability company, strategic alliance or other agents involving payment of $10,000 similar agreement or more per annum and are in effect as of the date hereofarrangement (including any agreement providing for joint research, development or with any current stockholder of the Company or with any Affiliate of any of the foregoing Personsmarketing); (v) Contracts with any Person to sellContract (or group of related Contracts) under which it has created, distribute incurred, assumed, or otherwise market guaranteed any Target Company's products indebtedness for borrowed money, or servicesany capitalized lease obligation, in excess of $50,000 or under which it has suffered a Lien on any of its assets, tangible or intangible; (vi) Contracts for any Contract that (A) limits the sale freedom of any Target to engage in any line or type of business in any particular geographic area or any particular medium, to compete with any Person, to solicit for employment, hire or obtain the services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option Person, (B) contains exclusivity obligations or preferential rights to purchase restrictions binding on any propertiesTarget or that would be binding on Buyer or any of its Affiliates after the Closing, or (C) provides for a preferred or “most favored nations” status for any party thereto; (vii) partnership any agreement (A) restricting, granting, transferring, indemnifying or joint venture agreementsotherwise relating to Intellectual Property that is material to the Business (other than licenses for commercially available “off-the-shelf” software involving license fees of less than $50,000 per annum), (B) pursuant to which any third Person creates, develops or customizes for or on behalf of the Targets any Intellectual Property that is material to the Business, or (C) pursuant to which any third Person provides support or maintenance for software material to the Business; (viii) Contracts under which any Target Company agrees Contract granting a right of first refusal or first offer or similar rights to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software)Person; (ix) Contracts containing covenants of any Target Company not investment advisory Contract or other Contract relating to compete in any line of business investment management, investment advisory or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical areasubadvisory services; (x) Contracts containing obligations or liabilities any Contract for the provision of administrative services with respect to any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws)Insurance Contract; (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; andReinsurance Agreement; (xii) Contracts relating to any material Contract concerning confidentiality; (xiii) any Intercompany Agreement, Shared Contract or Multiparty Contract; (xiv) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan, program, Contract or arrangement for the settlement benefit of any Claim current or former directors, officers, employees, or independent contractors of the Business; (xv) any collective bargaining agreement or similar agreement; (xvi) any Contract for the employment or retention (A) as an employee or a contractor of any individual or entity on a full-time, part-time, consulting, or other basis, or (B) of any Business Employee; (xvii) any Contract under which it has advanced or loaned any amount to any Business Employees; (xviii) any Contract under which the consequences of a default or termination by any party thereto could have a Material Adverse Effect; (xix) any Contract with any Governmental Authority; (xx) any Contract under which any Target has advanced or loaned any Person an amount exceeding $50,000; or (xxi) any other Contract (or group of related Contracts) the performance of which involves consideration in excess of $25,00050,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies Sellers have delivered to the Purchaser accurate Buyer a correct and complete copies copy of all Contracts identified each written agreement (as amended to date) listed in Part 2.13 Section 4(q) of the Target Sellers Disclosure Schedule and a written summary setting forth the material terms and conditions of each oral agreement referred to in Section 4(q) of the Sellers Disclosure Schedule. With respect to each such agreement: (A) the agreement is a legal, including all amendments thereto. Each Target Contract valid, and binding obligation of each party thereto and is valid enforceable against each such party in accordance with its terms and is in full force and effect. ; (cB) Except as set forth in Part 2.13 neither the applicable Target nor, to the Knowledge of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default underSellers, any Target Contractother party to such agreement is in violation or breach of or in default under the agreement (or is alleged to be in violation or breach of or in default under the agreement); (iiC) no event has occurred, and no circumstance or condition exists, occurred that might (with or without notice or lapse of time) (A) result in time would constitute a violation material breach or breach default thereunder by any Target Company of any party, or permit termination, modification, or acceleration of the provisions of agreement by any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or party; (D) give no party thereto has provided any Target Company notice of any intention to terminate the right to cancel, terminate or modify any Target Contractagreement; (iiiE) no Target Company has received the agreement does not contain any written notice regarding any actual, alleged, possible provisions providing that the agreement may be terminated or potential violation modified or breach of, that performance thereunder may be accelerated by reason of the transactions contemplated by this Agreement or default under, any Target Contractthe Ancillary Agreements; and (ivF) no neither the applicable Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedulenor, to the best Knowledge of Sellers, any other party to such agreement has repudiated any material provision of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunderagreement. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 to the Companies' Disclosure Schedule lists all contracts, agreements, guarantees, leases and executory commitments that exist as of the Target Disclosure Schedule sets forth date hereof other than Plans (each a list of all of the following Contracts ("Material ContractsContract") to which any Target Company of the Companies is a party or by or to and which their properties or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of fall within any of the foregoing Persons; following categories: (va) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than not entered into in the Ordinary Course of Business or for other than those that are not material to the grant to any Person of any option or preferential rights to purchase any properties; Businesses, (viib) partnership or joint venture and partnership agreements; , (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ixc) Contracts containing covenants purporting to limit the freedom of any Target Company not of the Companies to compete in any line of business or with any Person in any geographical geographic area or covenants to hire any individual or group of any other Person not individuals, (d) Contracts which after the Closing Date would have the effect of limiting the freedom of the Purchaser or its subsidiaries to compete with any Target Company in any line of business in any geographic area or to hire any individual or group of individuals, (e) Contracts which contain minimum purchase conditions in excess of $1,000,000 with respect to inventory purchases for resale, and $500,000 in the case of everything else, or requirements or other terms that restrict or limit the purchasing relationships of any of the Companies, or any customer, licensee or lessee thereof, (f) Contracts relating to any outstanding commitment for capital expenditures in excess of $250,000, (g) indentures, mortgages, promissory notes, loan agreements or guarantees of borrowed money in excess of $1,000,000, letters of credit or other agreements or instruments of any of the Companies or commitments for the borrowing or the lending of amounts in excess of $1,000,000 by any of the Companies or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of any of the Companies with an aggregate value in excess of $100,000, (h) Contracts providing for "earn-outs" or other contingent payments by any of the Companies involving more than $100,000 over the term of the Contract, and (i) Contracts with or for the benefit of any Affiliate of any of the Companies or immediate family member thereof (other than subsidiaries of the Company) involving more than $60,000 in the aggregate per Affiliate. All such Contracts and all contracts to which Companies is a party and which involve annual revenues to the Businesses of the Companies in excess of 2.5% of the Companies' consolidated annual revenues (each, a "Material Contract") are valid and binding obligations of one or more of the Companies and, to the knowledge of the Company and the Sellers, the valid and binding obligation of each other party thereto except such Contracts or Material Contracts which if not so valid and binding would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change with respect to the Companies taken as a whole. Neither any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (includingCompanies nor, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) knowledge of the Company or the SubsidiarySellers, any other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any such Contract or Material Contract except such violations or defaults under or terminations which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change with respect to the Companies taken as a whole; and (xii. Set forth in Section 3.17(j) Contracts relating to the settlement Companies' Disclosure Schedule is a description of any Claim in excess of $25,000. Part 2.13 material changes to the amount and terms of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company indentures of any of the provisions of any Target Contract, (B) give any Target Company Companies from the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company descriptions thereof in the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, notes to the best of financial statements previously delivered to the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunderPurchaser. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 As of the Target Disclosure Schedule sets date of this Agreement, except as set forth a list of all in Section 4.11(a) of the following Contracts ("Material Contracts") to which Parent Disclosure Letter, neither Parent nor any Target Company of its Subsidiaries is a party to or bound by or to which their properties or assets may be bound or subjectany: (i) Contracts which call for payments “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act), whether or not filed by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penaltyParent with the SEC; (ii) Contracts pursuant employment or consulting Contract (in each case with respect to which Parent has continuing obligations as of the terms of which there is either a date hereof) with any current or future right former (x) executive officer of any Target Company receive payments Parent, (y) member of Parent Board, or (z) Parent Employee providing for an annual base salary in excess of $25,00050,000; (iii) Contract providing for indemnification or any guaranty by Parent or any Subsidiary thereof, in each case that is material to Parent and its Subsidiaries, taken as a whole, other than (x) any guaranty by Parent or a Subsidiary thereof of any of the obligations of (A) Parent or another wholly owned Subsidiary thereof or (B) any Subsidiary (other than a wholly owned Subsidiary) of Parent that was entered into in the ordinary course of business pursuant to or in connection with a customer Contract, or (y) any Contract providing for indemnification of customers or other Persons pursuant to Contracts relating to entered into in the borrowing ordinary course of moneybusiness; (iv) Contracts Contract that purports to limit in any material respect the right of Parent or any of its Subsidiaries (or, at any time after the consummation of the Merger, Parent or any of its Subsidiaries) (x) to engage in any line of business, or (y) to compete with any current Person or former officer or director that are operate in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Personsgeographical location; (v) Contracts Contract relating to the disposition or acquisition, directly or indirectly (by merger or otherwise), by Parent or any of its Subsidiaries after the date of this Agreement of assets with any Person to sell, distribute or otherwise a fair market any Target Company's products or servicesvalue in excess of $50,000; (vi) Contracts Contract that contains any provision that requires the purchase of all of Parent’s or any of its Subsidiaries’ requirements for the sale of any services a given product or properties other than in the Ordinary Course of Business service from a given Third Party, which product or for the grant service is material to any Person of any option or preferential rights to purchase any propertiesParent and its Subsidiaries, taken as a whole; (vii) partnership Contract that obligates Parent or joint venture agreementsany of its Subsidiaries to conduct business on an exclusive or preferential basis with any Third Party or upon consummation of the Merger will obligate Parent, the Surviving Corporation or any of their respective Subsidiaries to conduct business on an exclusive or preferential basis with any Third Party; (viii) Contracts under which relating to Indebtedness for borrowed money or any Target Company agrees to indemnify guarantee of any party Indebtedness for borrowed money (other than on customary terms in connection with the sale respect of the Company's products or services in the Ordinary Course Indebtedness for borrowed money of Business and the Company has provided copies a wholly owned Subsidiary of such Contracts to the Purchaser GroupParent) or loans or other advances to share or guarantee any liability Person in excess of any party (excluding Contracts relating to Off the Shelf Software)$50,000; (ix) Contracts containing covenants where Parent or any of any Target Company not its Subsidiaries has received or expects to compete receive $50,000 or more in any line of business or with any Person revenues pursuant to such agreements in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical areathe current fiscal year; (x) Contracts containing obligations or liabilities with respect to the receipt of any kind to holders goods and services involving a payment of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal $50,000 or state securities laws)more per annum; (xi) any Employee collective bargaining agreement or other Contract with any labor union; (xii) Joint venture, alliance, partnership or limited liability company agreements or similar Contracts relating to the formation, creation, operation, management or control of any joint venture, alliance, partnership or limited liability company that (A) is material to Parent, any of its Subsidiaries or any of its Subsidiaries; (B) is material to any investment in, or other commitment to, any Related Entity of Parent; or (C) would reasonably be expected to require Parent or its Subsidiaries to make expenditures in excess of $50,000 or more in the current fiscal year; (xiii) Contract which is not otherwise described in clauses (i)-(xii) above that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the SubsidiaryParent and its Subsidiaries, taken as a whole; andor (xiixiv) Contracts relating material to the settlement Parent’s or any of its Subsidiaries' Intellectual Property owned or used by Parent or any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts")its Subsidiaries. (b) The Target Companies have delivered All Contracts to which Parent or any of its Subsidiaries is a party to or bound by as of the date of this Agreement that are of the type described in clause (a) above are referred to herein as the “Parent Material Contracts.” Except, in each case, as has not, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all Parent Material Contracts are valid and binding on Parent and/or the relevant Subsidiary of Parent that is a party thereto and, to Parent’s Knowledge, each other party thereto, subject to the Purchaser accurate Bankruptcy and complete copies of Equity Exception, (ii) all Parent Material Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and are in full force and effect. , (ciii) Except as set forth in Part 2.13 Parent and each of the Target Disclosure Schedule: its Subsidiaries has performed all material obligations required to be performed by them under Parent Material Contracts to which they are parties, (iiv) to Parent’s Knowledge, each other party to a Parent Material Contract has performed all material obligations required to be performed by it under such Parent Material Contract and (v) no Target Company party to any Parent Material Contract has violated given Parent or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions its Subsidiaries written notice of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right its intention to cancel, terminate terminate, change the scope of rights under or modify fail to renew any Target Parent Material Contract and neither Parent nor any of its Subsidiaries, nor, to Parent’s Knowledge, any other party to any Parent Material Contract; (iii) no Target Company , has received repudiated in writing any written notice regarding material provision thereof. Since January 1, 2013, neither Parent nor any actual, alleged, possible or potential violation or breach of its Subsidiaries has Knowledge of, or default underhas received written notice of, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under or permit termination, modification or acceleration under) any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Parent Material Contract or any other term Contract to which Parent or provision any of its Subsidiaries is a party or by which Parent, any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all its Subsidiaries or any of the Contracts necessary to enable the Target Companies to conduct their respective businesses material properties or assets is bound, except for violations or defaults that are not, individually or in the manner aggregate, reasonably likely to result in which such businesses are currently being conducteda Parent Material Adverse Effect.

Contracts. (a) Part 2.13 Section 3.16(a) of the Target Company Disclosure Schedule sets forth a list Letter, together with the Contracts identified on the lists of all exhibits to the Company SEC Documents, lists each Contract of the following Contracts ("Material Contracts") types to which the Company or any Target Company of its Subsidiaries is a party or by or to which any of their respective properties or assets may be is bound or subjectas of the date hereof: (i) Contracts which call for payments any Contract that would be required to be filed by any Target the Company as a “material contract” pursuant to Item 601(b)(10) of more than $25,000 or which cannot be canceled without liability, premium or penaltyRegulation S-K under the Exchange Act; (ii) Contracts pursuant to any Contract that (A) materially limits the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder ability of the Company or with any Affiliate of any of its Subsidiaries (or, following the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale consummation of the Transactions, would reasonably be expected to materially limit the ability of Parent or any of its Subsidiaries, including the Surviving Company or the Opco Surviving Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical geographic area (including any Contract containing any area of mutual interest (but excluding areas of mutual interest under joint operating agreements), joint bidding area, joint acquisition area or non-compete or similar type of restriction), (B) materially restricts the right of the Company or any of its Subsidiaries (or, following the consummation of the Transactions, would reasonably be expected to materially limit the ability of Parent or any of its Subsidiaries, including the Surviving Company or the Opco Surviving Company) to sell to or purchase from any Person any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets, or (C) grants the other party or any third Person “most favored nation” status with respect to any material obligation (other than pursuant to customary royalty pricing provisions in Oil and Gas Leases or customary preferential rights in joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company or any of its Subsidiaries); (iii) any material joint venture, partnership or limited liability agreement, other than any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company or any of its Subsidiaries; (iv) any Contract that constitutes a commitment of the Company or any of its Subsidiaries relating to Indebtedness and having an outstanding principal amount in excess of $35,000,000, other than agreements solely between or among the Company and its Subsidiaries; (v) any Contract involving any pending acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests for aggregate consideration (in one or a series of transactions) under such Contract of $35,000,000 or more (other than acquisitions or dispositions of inventory or the purchase or sale of Hydrocarbons, in each case, in the ordinary course of business consistent with past practice); (vi) any Contract that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $35,000,000 over the remaining term of such Contract; (vii) any Contract pursuant to which the Company or any of its Subsidiaries has continuing indemnification, guarantee, “earn-out” or other similar contingent payment obligations, in each case that would reasonably be expected to result in payments in excess of $35,000,000; (viii) any Contract that obligates the Company or any of its Subsidiaries to make any future capital commitment, loan or expenditure in an amount in excess of $35,000,000, other than customary joint operating agreements, unit operating agreements or continuous development obligations under Oil and Gas Leases; (ix) any Contract between the Company or any of its Subsidiaries, on the one hand, and any Affiliate thereof other than any Subsidiary of the Company, on the other hand; provided, that, solely for purposes of clause (ix) of this Section 3.16(a), the term “Affiliate” shall exclude any portfolio company of Quantum Energy Partners or any of its affiliated investment funds; (x) Contracts containing obligations or liabilities any Contract that requires the consent of any kind to holders a third party in connection with the consummation of the capital stock Transactions or that would or would reasonably be expected to prevent, materially delay or impair, or otherwise be affected by, the consummation of any Target Company as such the Transactions (including, without limitationin each case, an obligation due to register any a provision relating to a “change of such securities under any federal or state securities lawscontrol”); (xi) each joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar contract requiring the Company or any of its Subsidiaries to make expenditures that would reasonably be expected to exceed $35,000,000 in the aggregate during the 12-month period following the date of this Agreement, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (xii) each Contract for any Derivative Transaction with a notional value in excess of $35,000,000; (xiii) any Contract that contains a “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor; (xiv) each Contract that is material a transportation, gathering, processing, purchase, sale, storage or other arrangement downstream of the wellhead to which the Company or any of its Subsidiaries is a party involving (A) the transportation, gathering, processing, purchase, sale or storage of more than 75 MMcf of gaseous Hydrocarbons per day, or 5,000 barrels of liquid Hydrocarbons per day, or (B) that provides for (i) an acreage dedication in excess of 5,000 gross surface acres, (ii) a minimum volume commitment in excess of 50 MMcf of gaseous Hydrocarbons per day or 5,000 barrels of liquid Hydrocarbons per day or (iii) a capacity reservation fee (x) that has a remaining term of greater than 60 days and does not allow the Company or such Subsidiary to terminate it without penalty on 60 days’ (or less) notice and (y) that could reasonably be expected to result in the payment by the Company or any of its Subsidiaries of an amount in excess of $35,000,000 over the remaining term of such agreement; (xv) each Contract to which the Company or any of its Subsidiaries is a party for the purchase, sale, swap or exchange of minerals or mineral rights having a value in excess of $35,000,000, in each case, for which such purchase, sale, swap or exchange of minerals or mineral rights remain pending (and excluding, for the avoidance of doubt, the purchase and sale of Hydrocarbons in the ordinary course of business consistent with past practices); (xvi) any Contract (other than Oil and Gas Leases) pursuant to which the Company or any of its Subsidiaries has paid amounts associated with any Production Burden in excess of $35,000,000 in the aggregate during the immediately preceding fiscal year which will be binding on the Company or any of its Subsidiaries following the consummation of the Transactions or with respect to which the Company reasonably expects that it and/or one of its Subsidiaries will make payments associated with any Production Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $35,000,000 in the aggregate in any such year; or (xvii) each Contract for lease of personal property or real property (other than Oil and Gas Properties) involving payments in excess of $35,000,000 in any calendar year or aggregate payments in excess of $125,000,000 that is not terminable without penalty or other liability to the propertiesCompany (other than any ongoing obligation pursuant to such contract that is not caused by any such termination) within 90 days, assetsother than Contracts related to drilling rigs. Each contract of the type described in clauses (i) through (xvii) is referred to herein as a “Company Material Contract.” (b) Except for matters which, businessindividually or in the aggregate, results have not had and would not reasonably be expected to have a Company Material Adverse Effect (provided, that clause (D) of operations the definition of “Material Adverse Effect” shall be disregarded for purposes of this Section 3.16(b)) (i) each Company Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and (ii) there is no pending or unresolved default under any Company Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition (financial has occurred that remains pending or otherwise) unresolved that constitutes, or, after notice or lapse of time or both, would reasonably be expected to constitute, a default on the part of the Company or the Subsidiaryany of its Subsidiaries or, taken as a whole; and (xii) Contracts relating to the settlement knowledge of the Company, any other party thereto under any such Company Material Contract, nor has the Company or any of its Subsidiaries received any notice of any Claim in excess of $25,000such default, event or condition. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target The Company of a type which if entered into by such Target Company would be required has made available to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate Parent true and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effectCompany Material Contracts. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 of the Target Disclosure Except as set forth on Schedule sets forth a list of all of the following Contracts ("Material ContractsG") to which any Target Company , neither Chem-Con nor its Subsidiaries is a party to or by or to which their properties or assets may be bound or subjectby: (i) Contracts which call for payments by 4.9.1.1 any Target Company of more than $25,000 collective bargaining agreements or which cannot be canceled without liability, premium any agreements that contain any severance pay liabilities or penaltyobligations; (ii) Contracts pursuant 4.9.1.2 any bonus, deferred compensation, pension, profit-sharing or retirement plans, programs or other similar employee benefit arrangements; 4.9.1.3 any employment agreement, contract or commitment with an employee; 4.9.1.4 any agreement of guaranty or indemnification running from Chem-Con or its Subsidiaries to any person or entity, including, but not limited to, any Affiliate, other than guarantees or indemnifications issued in the ordinary course of Chem-Con's business relating solely to the terms indemnification of which there is either a current or future right certain of any Target Company receive payments in excess its customers due to Chem-Con's disposal of $25,000waste generated by such customers at permitted disposal facilities not affiliated with Chem-Con; (iii) Contracts relating 4.9.1.5 any agreement, contract or commitment which would reasonably be expected to have a material adverse impact on the borrowing business of moneyChem-Con or its Subsidiaries; (iv) Contracts with 4.9.1.6 any current or former officer or director that are in effect as of the date hereofagreement, or with any consultants indenture or other agents involving instrument which contains restrictions with respect to payment of $10,000 dividends or more per annum and are any other distribution in effect as respect of the date hereof, Chem-Con or with its Subsidiaries or any current stockholder other outstanding securities of the Company Chem-Con or with any Affiliate of any of the foregoing Personsits Subsidiaries; (v) Contracts with 4.9.1.7 any Person agreement, contract or commitment containing any covenant limiting the freedom of Chem-Con or its Subsidiaries to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete engage in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical areaperson; 4.9.1.8 any agreement, contract or commitment relating to capital expenditures in excess of ten thousand dollars (x$10,000.00) Contracts containing obligations and involving future payments; 4.9.1.9 any agreement, contract or liabilities commitment relating to the acquisition of any kind to holders of the assets or capital stock of any Target Company as such (includingbusiness enterprise; 4.9.1.10 any contract with the Department of Defense or any other department or agency of the United States Government, without limitation, an obligation or to register any of such securities subcontract under any federal such contract, which is subject to renegotiation under the Renegotiation Act of 1951, as amended; or 4.9.1.11 any agreement, contract or state securities laws); commitment not made in the ordinary course of business which involves Ten Thousand Dollars (xi$10,000) any other Contract that or more or has a remaining term of one (1) year or more from December 31, 1998, or is material to the properties, assets, business, results of operations not cancelable on thirty (30) days or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000less notice without penalty. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company Neither Chem-Con nor its Subsidiaries has violated or breached, or declared or committed and there is not any default underclaim, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Scheduleor, to the best of Chem-Con's or the knowledge Sullivans or the ▇▇▇▇▇▇▇▇ Trusts' knowledge, any claim that Chem-Con or its Subsidiaries have breached any of the Shareholdersterms or conditions of any agreement, each Person against which any Target Company has contract or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as commitment set forth in Part 2.13 this Agreement or in any of the Target Disclosure Schedule, no Target Company has ever guaranteed Schedules attached hereto or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of agreement, contract or commitment, if any such breach or breaches in the Target Contracts by the Target Companies will not aggregate could result in any violation the imposition of damages or failure the loss of benefits in an amount or of a kind material to comply with any Legal Requirement. No Person is renegotiating, Chem-Con or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contractits Subsidiaries. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 Neither the Company nor any of its Subsidiaries is a party to, and none of their respective properties or other assets is subject to, any Contract that is of a nature required to be filed as an exhibit to a report or filing under the Securities Act or the Exchange Act, other than any Contract that is filed as an exhibit to the Filed Company SEC Documents. (b) Except for Contracts filed in unredacted form as exhibits to the Filed Company SEC Documents, Section 3.10(b) of the Target Company Disclosure Schedule Letter sets forth a correct and complete list of all as of the following date of this Agreement, and the Company has made available to Parent correct and complete copies (including all amendments, modifications, extensions, renewals, guaranties or other Contracts ("Material Contracts") to which any Target Company is a party or by or to which their properties or assets may be bound or subjectwith respect thereto, but excluding all names, terms and conditions that have been redacted in compliance with applicable Laws governing the sharing of information), of: (i) all Contracts which call for (other than Contracts of the category required to be disclosed in either clause (xiv) or clause (xv) of this Section 3.10(b), regardless of value) of the Company or any of its Subsidiaries having an aggregate value per Contract, or involving payments by or to the Company or any Target Company of its Subsidiaries, of more than $25,000 or which cannot be canceled without liability, premium or penalty50,000 on an annual basis; (ii) all Contracts pursuant to which the terms Company or any of its Subsidiaries is a party, or by which there the Company, any of its Subsidiaries or any of its Affiliates is either bound, that contain a current covenant restricting the ability of the Company or future right any of its Subsidiaries (or which, following the consummation of the Merger, would restrict the ability of Parent or any Target Company receive payments of its Subsidiaries, including the Surviving Corporation and its Subsidiaries) to compete in excess of $25,000any business or with any person or in any geographic area; (iii) all Contracts relating to of the borrowing Company or any of moneyits Subsidiaries with any Affiliate of the Company (other than any of its Subsidiaries); (iv) all Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of to which the Company or with any Affiliate of any of its Subsidiaries is a party granting any license to Intellectual Property, and any other license (other than real estate) having an aggregate value per license, or involving payments by the foregoing PersonsCompany or any of its Subsidiaries, of more than $50,000 on an annual basis; (v) Contracts with all confidentiality agreements (other than in the ordinary course of business), agreements by the Company or any Person of its Subsidiaries not to sell, distribute acquire assets or otherwise market securities of a third party or agreements by a third party not to acquire assets or securities of the Company or any Target Company's products or servicesof its Subsidiaries; (vi) Contracts for any Contract having an aggregate value per Contract, or involving payments by or to the sale Company or any of any services its Subsidiaries, of more than $50,000 on an annual basis that requires consent of or properties other than notice to a third party in the Ordinary Course event of Business or for with respect to the grant Merger, including in order to avoid a breach or termination of or loss of benefit under any Person of any option or preferential rights to purchase any propertiessuch Contract; (vii) all joint venture, profit sharing, partnership or joint venture agreementsother similar agreements involving co-investment with a third party to which the Company or any of its Subsidiaries is a party; (viii) Contracts under which any Target Company agrees to indemnify any party Contract with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which imposes any material obligation or restriction on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software)its Subsidiaries; (ix) all leases, subleases, licenses or other Contracts containing covenants pursuant to which the Company or any of its Subsidiaries use or hold any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical areamaterial property; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws)all material outsourcing Contracts; (xi) all Contracts with investment bankers, financial advisors, attorneys, accountants or other advisors retained by the Company or any other of its Subsidiaries; (xii) all Contracts providing for the indemnification by the Company or any of its Subsidiaries of any person, except for any such Contract that (i) is not material to the properties, assets, Company or any of its Subsidiaries and (ii) was entered into in the ordinary course of business, results of operations or condition ; (financial or otherwisexiii) all Contracts pursuant to which any indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred and all guarantees of or by the SubsidiaryCompany or any of its Subsidiaries of any indebtedness of any other person (other than the Company or any of its Subsidiaries) (except for such indebtedness and guarantees the aggregate principal amount of which does not exceed $50,000 on an annual basis and excluding trade payables arising in the ordinary course of business); (xiv) any customer Contract that involves (1) annual payments of greater than $50,000 or annual administrative services fees or similar payments of greater than $50,000 and (2) by its terms, taken does not terminate on or before one year after the date of such Contract and is not cancelable during such period without penalty or without payment (other than customer agreements that are not terminable within one year solely as a wholeresult of the Health Insurance Portability and Accountability Act and the regulations promulgated thereunder (including 45 C.F.R. parts 160, 162, and 164) or other statutory or regulatory requirements); and (xiixv) Contracts relating any Contract with respect to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation risk sharing or proposed by any Target Company of risk transfer arrangement or that provides for a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule retroactive premium or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effectsimilar adjustment or withholding arrangement. (c) Except as set forth in Part 2.13 None of the Target Disclosure Schedule: Company or any of its Subsidiaries (ix) no Target Company has violated or breachedis, or declared has received written notice or committed has Knowledge that any other party to any of its Contracts is, in violation or breach of or default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of timetime or both) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contractmaterial respect under, or (Dy) give has waived or failed to enforce any Target Company the right to cancel, terminate material rights or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default benefits under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, Contract to the best of the knowledge of the Shareholders, each Person against which any Target Company has it is a party or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation properties or other Liability of any other Person. The performance assets is subject, and (ii) to the Knowledge of the Target Contracts Company, there has occurred no event giving to others any right of termination, amendment or cancellation of (with or without notice or lapse of time or both) any such Contract except for violations, breaches, defaults, waivers or failures to enforce rights or benefits covered by the Target Companies will not result in any violation of clauses (i) or failure to comply with any Legal Requirement. No Person is renegotiating, (ii) above that individually or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conductedaggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Contracts. (aExcept as set forth in Schedule 3.1(o) Part 2.13 and except for lessee leases, to the knowledge of Basis with respect to Basis Assets or the Business, Basis is not a party to, nor bound by, nor are any of the Target Disclosure Schedule sets forth a list of all of Basis Assets or the following Contracts ("Material Contracts") to which any Target Company is a party or by or to which their properties or assets may be bound or subjectBusiness subject to: (i) Contracts any contract which call for payments by any Target Company (A) has not been entered into or received in the ordinary course of Basis' business and is not consistent with prior practice of Basis, or (B) involves the bulk or wellhead purchase, sale or exchange of in the aggregate more than $25,000 or which cannot be canceled without liability, premium or penalty5,000 barrels of oil per day; (ii) Contracts pursuant to the terms any mortgage, pledge or other form of which there is either a current or future right of any Target Company receive payments in excess of $25,000secured indebtedness for borrowed money; (iii) Contracts any debentures, notes or installment obligations, other than accounts payable arising in the ordinary course of Basis' business, or other instruments for or relating to the any borrowing of moneymoney by Basis; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate guaranty of any obligation for borrowings or otherwise, excluding endorsements made for collection, and any other guaranty, which has not been entered into in the ordinary course of the foregoing PersonsBasis' business; (v) Contracts with any Person to sell, distribute agreement or otherwise market arrangement for the sale or lease of any Target Company's products of the Basis Assets (other than inventory and other than in the ordinary course of business) or servicesfor the sale of inventory other than in the ordinary course of business; (vi) Contracts for any contract pursuant to which Basis is obligated to make payments, contingent or otherwise, on account of or arising out of the sale prior acquisition of the business, or all or substantially all of the assets or stock, of other companies or any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties;division thereof; or (vii) partnership any other contract, agreement or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services instrument not entered into in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line ordinary course of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that which is material to the properties, assets, business, results of operations or condition (financial or otherwise) Business and not excluded by reason of the Company or the Subsidiaryprovisions of clauses (i) through (vi), taken inclusive, of this subsection. Except as would not have a whole; and (xii) Contracts relating MAE with respect to the settlement Business, all contracts referred to in Schedule 3.1(o) which are contracts assigned to Genesis OLP are legal, valid and binding obligations of any Claim Basis enforceable against it in excess accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting the rights of $25,000. Part 2.13 creditors generally or as may be limited by the availability of equitable remedies, including specific performance, subject to the discretion of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by court before which any Target Company of a type which if entered into by such Target Company would proceeding therefor may be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments theretobrought. Each Target Contract is valid and in full force and effect. (c) Except as set forth on Schedule 3.1(o), such assigned contracts have not been amended except in Part 2.13 the ordinary course of business and additions or deletions of leases pursuant to such assigned contracts in the Target Disclosure Schedule: ordinary course of business. To the best knowledge of Basis, (i) Basis is not in default, and no Target Company notice of alleged default has violated or breachedbeen received by Basis, or declared or committed under any default under, any Target Contract; of such contracts which are assigned contracts and (ii) no event has occurredother party thereto is in default or alleged to be in default thereunder. Except as separately identified in Schedule 3.1(o), and no circumstance or condition exists, that might (with or each of the assigned contracts of Basis set forth on Schedule 3.1(o) may be assigned by Basis to Genesis OLP without notice or lapse of time) (A) result in a violation or breach by any Target Company the consent of any Person, except such as would not have a MAE with respect to the Business or for which consent has been obtained. To the best knowledge of Basis, the provisions rights of any Target ContractBasis under all assigned contracts that are set forth in Schedule 3.1(o) are owned or possessed by Basis free and clear of all Liens, (B) give any Target Company except such as would not have a MAE with respect to the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Business. Except as set forth in Part 2.13 on Schedule 3.1(o), Basis does not know of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable forcancellation, and no Target Company Basis has ever pledged not received any of its assets written threat to securecancel or not to renew or extend, the performance any such contract which is an assigned contract by or payment of any obligation or other Liability of from any other Personparty thereto. The performance To the extent that there are any exchange imbalances relating to assigned contracts that are contracts for the exchange of the Target Contracts by the Target Companies will not result in any violation of or failure liquid hydrocarbons, such imbalances are to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses be settled in the manner in which such businesses are currently being conductedordinary course of business and consistent with past practice and would not have a MAE on the Business.

Contracts. (a) Part 2.13 Section 6.12(a) of the Target Disclosure Schedule sets (with subparagraph references corresponding to those set forth below) contains a true and correct list of all each of the following Contracts or other arrangements ("Material Contracts") (true and correct copies or, if no such copies are available, reasonably complete and accurate written descriptions of which, together with all amendments, modifications and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement), (x) with respect to the Business, (y) to which any Target Company of the Limited Companies is a party or by or (z) to which their properties any of the Sellers is a party and by which any of the Transferred Assets, the Limited Stock or assets may be bound or subjectthe APX-Brazil Stock is bound, as applicable: (i) (x) all Contracts which call (excluding Employee Benefit Plans) involving, individually, any payment obligation on the part of any of the Sellers or the Limited Companies of an amount exceeding $75,000 and providing for a commitment of employment or consultation services for a specified or unspecified term to any employee; and (y) any written or unwritten representations, commitments, promises, communications or courses of conduct (excluding Employee Benefit Arrangements, Employee Benefit Plans and Foreign Benefit Plans and not embodied in a Contract) involving an obligation of the Sellers relating to the Business or any of the Limited Companies to make payments by in any Target Company year, other than salary or incentive compensation payments in the ordinary course of more than business, to any Employee exceeding $25,000 or which cannot be canceled without liability, premium or penalty75,000; (ii) all Contracts with any Person containing any provision or covenant that directly or indirectly prohibits or limits (x) the ability of the Sellers or any of the Limited Companies to engage in any business activity the same as or similar to, or to compete with any Person engaged in any business activity as are the same as or similar to those of, the Business or the APX Continuing Business or (y) the ability of any Person to compete with the Sellers or any of the Limited Companies or to engage in any business activity the same as or similar to those of the Business or the APX Continuing Business; (iii) all partnership, joint venture, shareholders' or other similar Contracts with any Person in connection with the Business or the APX Business; (iv) the form of all Contracts with independent contractors, distributors, dealers, manufacturer's representatives, sales agencies or franchisees; (v) all Contracts relating to (A) the future disposition or acquisition of any Transferred Assets, the Limited Stock or the APX-Brazil Stock, other than dispositions or acquisitions in the ordinary course of business consistent with past practice and in accordance with the terms of this Agreement, and (B) any Business Combination relating to the Assets, any of the Limited Companies or APX-Brazil; (vi) all Contracts relating to Indebtedness in excess of $250,000 or any guarantees of Indebtedness or other Liabilities of MSX or any Limited Company to any third Person; (vii) all material Contracts between or among any Limited Company, on the one hand, and either Seller, any officer, director, Affiliate or Associate of either Seller or any Associate of any such officer, director or Affiliate, on the other hand; (viii) all other Contracts with respect to the Business or the Assets that involve the payment or potential payment, pursuant to the terms of which there is either a current or future right any such Contract, of any Target Company receive payments in excess of more than $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software)250,000; (ix) Contracts containing covenants of any Target Company not to compete in any line of business all collective bargaining or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical areasimilar labor contracts; (x) Contracts containing obligations or liabilities of any kind to holders a list of the capital stock names of any Target Company as such (includingall employees, without limitation, an obligation independent contractors or agents who are parties to register any of such securities under any federal or state securities laws)MascoTech's Proprietary Confidential Information and Invention Assignment Agreement with respect to the Business; (xi) any other Contract that is material all Contracts relating to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a wholeIntellectual Property; and (xii) all Contracts relating to the settlement of APX Acquisition, the APX Business or APX Brazil other than any Claim in excess of $25,000. Part 2.13 Contracts or other arrangements assumed by any of the Target Disclosure Schedule also lists and describes Sellers pursuant to the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts")APX Purchase Agreement. (b) The Target Companies have delivered Each Contract required to the Purchaser accurate and complete copies of all Contracts identified be disclosed in Part 2.13 Section 6.12(a) of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract Schedule is valid and in full force and effect. (c) Except as set forth effect and constitutes a legal, valid and binding agreement, enforceable in Part 2.13 accordance with its terms of the Target Disclosure Schedule: Sellers or any of the Limited Companies, as the case may be, and (ito the knowledge of the Sellers) no Target Company has violated each other party thereto; and none of the Sellers or breachedany of the Limited Companies, nor, to the knowledge of either Seller, any other party to such Contract is, or declared has received notice that it is, in violation or committed breach of or default under any default under, any Target Contract; such Contract (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result time or both, would be in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a or default or exercise any remedy under any Target such Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract). (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 of the Target Disclosure Except as set forth on Schedule sets forth a list of all of the following Contracts ("Material Contracts"3.22(a) to which any Target Company is a party or by or to which their properties or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability3.17(a), premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, none of the Companies is a party or subject to any of the following: (i) any Contract, understanding or obligation with respect to severance, termination, retention or change in control, to pay liabilities or fringe benefits, with any consultants present or other agents involving payment of $10,000 or more per annum and are in effect as former directors of the date hereofBoard, officers or with any current stockholder of the Company or with any Affiliate employees of any of the foregoing PersonsCompanies, or any such agreement, understanding or obligation, the assumption of which has been approved by the Bankruptcy Court or that is a Postpetition Contract; (ii) any Contract providing for bonuses, pensions, options, deferred compensation, retirement payments, royalty payments, profit sharing or similar payment or benefit with respect to any present or former Representative of any of the Companies, the assumption of which has been approved by the Bankruptcy Court or that is a Postpetition Contract; (iii) any Contract under which any of the Companies has created, incurred, assumed or guaranteed indebtedness for borrowed money or that is an outstanding guarantee, letter of comfort, letter of assurance, keepwell, letter of credit, performance bond, surety bond, indemnity agreement or other form of assurance or guarantee, the assumption of which has been approved by the Bankruptcy Court or that is a Postpetition Contract; (iv) any Contract under which any of the Companies is a lessee or lessor of the Companies’ aircraft; (v) any Contracts with under which any Person of the Companies has committed to sell, distribute purchasing or otherwise market any Target Company's products leasing aircraft or services;aircraft engines; and (vi) Contracts for any Contract required pursuant to Item 601 of Regulation S K under the sale of any services or properties other than in the Ordinary Course of Business or for the grant Securities Act to be filed as an exhibit to any Person of any option or preferential rights to purchase any properties; SEC Report, which has not been so filed (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale each of the Company's products or services agreements described in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Groupclauses (i) or to share or guarantee any liability of any party - (excluding Contracts relating to Off the Shelf Softwarevi); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed “Material Contracts"Contract”). (b) The Target None of the Companies have is in material breach or material violation of, or in default under or with respect to, any Material Contract. (c) As of the date of this Agreement, none of the Companies is a party to or is bound by any non-competition Contract or other Contract the assumption of which has been approved by the Bankruptcy Court or that is a Postpetition Contract that (i) purports to limit in any material respect either the type of business in which the Companies may engage or the manner or locations in which any of them may so engage in any business, or (ii) other than in the ordinary course of business, could require the disposition of any material assets or line of business of any of the Companies. (d) A true and complete copy of each Material Contract to which any of the Companies is a party has previously been delivered or made available to the Purchaser accurate Investor (subject to applicable confidentiality restrictions) and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract each such contract is a valid and binding agreement of such Company, as the case may be, and is in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, except to the best of the knowledge of the Shareholders, each Person against which extent any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunderpreviously expired in accordance with its terms. (e) Except as set forth in Part 2.13 As of the Target Disclosure Scheduledate hereof, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, since the performance or payment of any obligation or other Liability of any other Person. The performance commencement of the Target Contracts by Cases, none of the Target Companies will not result in any violation of or failure has rejected and failed to comply with any Legal Requirement. No Person is renegotiatingreplace, or has the contractual right on terms that are no less favorable to renegotiatesuch Company, any amount paid or payable Contract that is necessary to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 conduct the business of the Target Disclosure Schedule collectively constitute all of Companies in substantially the Contracts necessary same manner as presently conducted and as proposed to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being be conducted.

Contracts. (a) Part 2.13 Section 2.18(a) of the Target Disclosure Schedule sets (with paragraph references corresponding to those set forth below) contains a true and complete list of all each of the following Contracts or other arrangements ("Material Contracts"true and complete copies of which, or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement) currently in effect, to which any Target the Company is a party or by or to which their properties or assets may be bound or subjectany of its Assets and Properties is bound: (iA) all Contracts (excluding Benefit Plans) providing for a commitment of employment or consultation services for a specified or unspecified term or otherwise relating to employment or the termination of employment of any Employee, the name, position and rate of compensation of each Employee and the expiration date of each such Contract; and (B) any written representations, commitments, promises or communications (excluding Benefit Plans and any such Contracts referred to in clause (A)) involving an obligation of the Company to make payments in any year, other than with respect to salary or incentive compensation payments in the ordinary course of business, to any Employee or former employee; (ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of the Company to engage in any business activity or compete with any Person or prohibiting or limiting the ability of any Person to compete with the Company; (iii) all partnership, joint venture, shareholders’ or other similar Contracts with any Person including, without limitation, the partnership agreement of the Company; (iv) all Contracts relating to Indebtedness of the Company (in the aggregate in excess of $10,000); (v) all Contracts with distributors, dealers, manufacturer’s representatives, sales agencies or franchisees; (vi) all Contracts relating to (A) the future disposition or acquisition of any Assets and Properties other than dispositions or acquisitions in the ordinary course of business consistent with past practice and (B) any merger or business combination; (vii) all Contracts between the Company, on the one hand, and Sellers or any Affiliate of Sellers, on the other hand; (viii) all collective bargaining or similar labor Contracts; (ix) all Contracts that (A) limit or contain restrictions on the ability of the Company to declare or make distributions on, in respect of or to issue or purchase, redeem or otherwise acquire its partnership interests, or incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of business in which call for payments it participates or engages or to engage in any business combination or (B) require the Company to maintain specified financial ratios or levels of net worth or other indicia of financial condition; and (x) all other Contracts (other than Benefit Plans, leases listed in Section 2.15(a) of the Disclosure Schedule and insurance policies listed in Section 2.20 of the Disclosure Schedule) that (A) involve the payment or potential payment, pursuant to the terms of any such Contract, by any Target or to the Company of more than $25,000 or which 10,000 annually and (B) cannot be canceled terminated within thirty (30) days after giving written notice of termination without liability, premium resulting in any material cost or penalty; (ii) Contracts pursuant penalty to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered Each Contract required to the Purchaser accurate and complete copies of all Contracts identified be disclosed in Part 2.13 Section 2.18(a) of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract Schedule is valid and in full force and effect. (ceffect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of each party thereto, except as the same may be limited by bankruptcy, insolvency, moratorium or similar rights whether in a proceeding at law or in equity, and except as disclosed in Section 2.18(b) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target , neither the Company has violated or breachednor, to the Knowledge of Sellers, any other party to such Contract is, or declared has received written notice that it is, in violation or committed breach of or default under any default under, any Target Contract; such Contract (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result time or both, would be in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a or default or exercise any remedy under any Target such Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contractmaterial respect. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 of the Target Disclosure Schedule sets SECTION 2.16(a) OF THE DISCLOSURE SCHEDULE (with paragraph references corresponding to those set forth below) contains a true and complete list of all each of the following Contracts or other arrangements ("Material Contracts"true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement) to which any Target Company Seller is a party or by or to which their properties or assets may be bound or subjectany of the Assets is bound: (iA) all Contracts which call (excluding Benefit Plans) providing for a commitment of employment or consultation services for a specified or unspecified term to, or otherwise relating to employment or the termination of employment of, any Employee, the name, position and rate of compensation of each Employee party to such a Contract and the expiration date of each such Contract; and (B) any written or unwritten representations, commitments, promises, communications or courses of conduct (excluding Benefit Plans and any such Contracts referred to in clause (A)) involving an obligation of Seller to make payments by in any Target Company year, other than with respect to salary or incentive compensation payments in the ordinary course of more than business, to any Employee exceeding $25,000 or which cannot be canceled without liability, premium or penaltyany group of Employees exceeding $100,000 in the aggregate; (ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of Seller to engage in any business activity or compete with any Person in connection with the Business or , except as provided in SECTION 4.11, prohibiting or limiting the ability of any Person to compete with Seller in connection with the Business; (iii) all partnership, joint venture, shareholders' or other similar Contracts with any Person in connection with the Business; (iv) all Contracts with distributors, dealers, manufacturer's representatives, sales agencies or franchises with whom Seller or Los Pueblos deals in connection with the Business; (v) all Contracts relating to the future disposition or acquisition of any Assets, other than dispositions or acquisitions of Inventory in the ordinary course of business consistent with past practice; (vi) all collective bargaining or similar labor Contracts covering any Employee; and (vii) all other Contracts (other than Benefit Plans, the Real Property Leases and insurance policies listed in SECTION 2.18 OF THE DISCLOSURE SCHEDULE) with respect to the Business that (A) involve the payment or potential payment, pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereofsuch Contract, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) by or to share or guarantee any liability Seller of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; more than $100,000 annually and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 Section 5.16 of the Target Company Disclosure Schedule sets forth a list of all and Section 5.20 of the following Company Disclosure Schedule with respect to Company Government Contracts ("Material Contracts") to which any Target or Company is a party or by or to which their properties or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect Government Subcontracts list as of the date hereofof this Agreement all written or oral contracts, agreements, guarantees, leases and executory commitments other than Plans (each a “Contract”) to which the Company or with any consultants or other agents involving payment of $10,000 or more per annum its subsidiaries is a party and are in effect as which fall within any of the date hereoffollowing categories and which are not disclosed as “material contracts” in the Company SEC Documents: (a) joint venture, partnership and like agreements, other than those that are, individually or with any current stockholder in the aggregate, immaterial; (b) Contracts containing covenants purporting to limit the freedom of the Company or with any Affiliate of any of its subsidiaries (or that, following the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale consummation of the Company's products Transactions, would materially restrict the ability of the Surviving Corporation or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Groupits affiliates) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical geographic area or covenants to hire any individual or group of individuals; (c) any other Person not to compete with any Target Company Government Contract or Company Government Subcontract (as such terms are defined in any line of business or in any geographical area; Section 5.20), excluding Bids; (xd) Contracts containing obligations which contain minimum purchase conditions in excess of $100,000 or liabilities of any kind to holders of requirements or other terms that restrict or limit the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) purchasing relationships of the Company or the Subsidiaryany of its subsidiaries, taken as a wholeor any customer, licensee or lessee thereof; and (xiie) Contracts relating to any outstanding commitment for capital expenditures in excess of $250,000; (f) Contracts relating to the settlement lease or sublease of or sale or purchase of real or personal property involving any Claim annual expense or price in excess of $25,000. Part 2.13 50,000 and not cancelable by the Company or its subsidiaries (without premium or penalty) within one month; (g) Contracts with any labor organization or union; (h) any Contract relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed or secured by any asset) or under which the Company or any of subsidiary of the Target Disclosure Schedule also lists Company has, directly or indirectly, made a loan, capital contribution to, or other investment in, any person (other than in the Company or any Company subsidiary and describes other than (A) extensions of credit in the status ordinary course of all material Contracts currently business and (B) investments in negotiation or proposed by any Target Company marketable securities in the ordinary course of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"business). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: ; (i) no Target Contracts involving annual revenues to the business of the Company has violated or breached, or declared or committed any default under, any Target Contractin excess of 2.5% of the Company’s annual revenues; (iij) no event has occurred, and no circumstance any Contract pursuant to which the Company or condition exists, that might any of its subsidiaries is subject to continuing indemnification or “earn-out” obligations involving more than $75,000 per year; (k) Contracts with or without notice for the benefit of any shareholder or lapse affiliate of timethe Company and/or immediate family member thereof; (l) Contracts involving payments by the Company or its subsidiaries, in the aggregate, of more than $100,000 per year; (Am) result any Contract that contains restrictions with respect to payment of dividends or any other distribution in a violation respect of the Company Common Stock or breach by any Target Company of any of the provisions equity of any Target Contract, (B) give any Target the Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contractsubsidiaries; (iiin) no Target any other Contract involving in excess of $100,000 or that is otherwise material to the Company has received and or any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contractof its subsidiaries; and (ivo) no Target Company has waived any right under any Target Contract. (d) Except as set forth Contracts not entered into in Part 2.13 the ordinary course of the Target Disclosure ScheduleCompany’s business other than those that are not material to the business of the Company or any of its subsidiaries. All such Contracts and all other contracts that are individually material to the business or operations of the Company or any of its subsidiaries are valid and binding obligations of the Company or any of its subsidiaries and, to the best of the knowledge of the ShareholdersCompany, the valid and binding obligation of each Person against other party thereto, except such Contracts which any Target Company has if not so valid and binding would not, individually or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 the aggregate, have a Material Adverse Effect. None of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets subsidiaries nor, to securethe knowledge of the Company, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result party thereto is in any violation of or failure to comply in default in respect of, nor has there occurred an event or condition which with any Legal Requirement. No Person is renegotiating, the passage of time or has giving of notice (or both) would constitute a default under or permit the contractual right to renegotiatetermination of, any amount paid Contract, except such violations or payable to any Target Company defaults under any Target Contract or any other term terminations which, individually or provision of any Target Contract. (f) The Contracts identified in Part 2.13 the aggregate, would not have a Material Adverse Effect. Set forth in Section 5.16 of the Target Company Disclosure Schedule collectively constitute all is the amount of the Contracts necessary to enable annual premium currently paid by the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conductedCompany for its directors’ and officers’ liability insurance.

Contracts. (a) Part 2.13 Except as set forth on Section 3.19(a) of the Target Disclosure Schedule sets forth a list and the Transaction Documents, the Redemption Notice, Founder Repurchase Agreement, Founder Loan Note and the Chaview Documents, neither any Group Company nor any Subsidiary is bound by: (i) any material Contract (x) providing for or relating to employment or the termination of all any Key Employee of the following Company; and (y) providing for any obligation of any Group Company to make payments, other than (i) in the ordinary course of business, (ii) any grant pursuant to the ESOP, or (iii) any payment under the Company’s bonus schemes described under Section 3.24 of the Disclosure Schedule to any Key Employee; (ii) any material Contract (other than the Transaction Documents) with any Person containing any provision or covenant prohibiting or limiting the ability of the Company or any Subsidiary to engage in any business activity or compete with any Person; (iii) any material partnership, joint venture, shareholders or other similar Contracts with any Person ("Material Contracts"excluding any Contract entered into by any Group Company in connection with the advertising business cooperation with Dragon TV and Tianjin Satellite TV); (iv) any Contract relating to Indebtedness of any Group Company or to any preferred shares issued by any Group Company, other than the incurrence of accounts payable in the ordinary course of business of the Group Companies; (v) any material Contract relating to (x) the future disposition or acquisition of any Assets and Properties and (y) any merger or other business combination; (vi) any material Contract between or among any Group Company, on the one hand, and the Founder, on the other hand; (vii) any Contract (other than the Transaction Documents) that in any material respect, (x) limits, or contains restrictions on, the ability of any Group Company to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its Equity Securities, to incur Indebtedness, to incur or suffer to exist any Encumbrance, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or engages or to engage in any business combination or (y) require any Group Company to maintain specified financial ratios or levels of net worth or other indicia of financial condition; and (viii) any other Contract that requires the payment by or to any Group Company or any Subsidiary of more than One Million Renminbi (RMB1,000,000) annually, except (x) any Contract (to which any Target Group Company is a party or by or which any Group Company is bound) made in the ordinary course of business of the Group Companies; and (y) any Contract to which their properties any Group Company is a party or assets may be by which any Group Company is bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penalty; (ii) Contracts pursuant made in relation to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts")Initial Public Offering. (b) The Target Companies have delivered Each Contract required to the Purchaser accurate and complete copies of all Contracts identified be disclosed in Part 2.13 Section 3.19(a) of the Target Disclosure Schedule constitutes a legal, valid and binding agreement of the Group Companies who are parties to such Contract, enforceable against them in accordance with its terms; and except as disclosed in Section 3.19(b) of the Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 none of the Target Disclosure Schedule: (i) no Target Company has violated or breachedGroup Companies is aware of, or declared has received any notice that it is, in violation or committed breach of or default under any default under, any Target Contract; such Contract (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result time or both, would be in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a or default or exercise any remedy under any Target such Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract). (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. Except for contracts, commitments, plans, agreements and licenses set forth on Schedule 4.12 (collectively, the "Contracts") (true and complete copies of which have been made available to the Company), Sovereign is not a party to or subject to: (a) Part 2.13 of any plan or contract providing for bonuses, pensions, options, stock (or beneficial interest) purchases (or other securities or phantom equity purchases), deferred compensation, retirement payments, profit sharing, or the Target Disclosure Schedule sets forth a list of all of the following Contracts ("Material Contracts") to which any Target Company is a party or by or to which their properties or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penaltylike; (iib) Contracts pursuant any employment contract or contract for services which is not terminable at will by Sovereign without liability for any penalty or severance payment (except for regular payments in arrears for services rendered under contracts which require payment for services rendered to the terms date of which there is either a current or future right of any Target Company receive payments in excess of $25,000such termination); (iiic) Contracts relating to any contract or agreement for the borrowing purchase of moneyany assets, material or equipment except purchase orders in the ordinary course of business exceeding Two Hundred Fifty Thousand Dollars ($250,000) each; (ivd) Contracts with any current other contracts or former officer or director that are in effect as agreements creating any obligations of the date hereof, or with any consultants or other agents involving payment Sovereign of Two Hundred Fifty Thousand Dollars ($10,000 250,000) or more per annum and are with respect to any such contract or agreement, except such contracts or agreements entered into in effect as the ordinary course of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Personsbusiness; (ve) Contracts with any Person to sellcontract or agreement not made in the ordinary course of business (including, distribute or otherwise market without limitation, any Target Company's products or services; (vi) Contracts contract for the sale of all or any services material portion of the assets of Sovereign or properties other than in the Ordinary Course of Business or any contract for the grant to purchase of all or any Person material portion of the assets of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Softwareentity); (ixf) Contracts any contract or arrangement with any solicitor or sales agent; (g) any contract or arrangement containing covenants limiting the freedom of any Target Company not Sovereign to compete in any line of business or with any Person in any geographical area person or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical areaentity; (xh) Contracts containing any license agreement (as licensor or licensee); or (i) any agreement creating any obligations (i) for borrowed money, (ii) evidenced by bonds, debentures, notes or liabilities similar instruments, (iii) to pay the deferred purchase price of property or services, (iv) under leases that would, in accordance with GAAP, appear on the balance sheet of the lessee as a liability, (v) secured by a lien, (vi) in respect of letters of credit, or bankers acceptances, contingent or otherwise, or (vii) in respect of any kind guaranty or endorsement or other obligations to holders be liable for the debts of another person or entity. Each of the capital stock of any Target Company as such (includingContracts is valid, without limitationbinding and enforceable against Sovereign, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material and, to the propertiesknowledge of Sovereign each other party thereto, assetsin accordance with its terms, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth . Sovereign and the other parties thereto have performed in Part 2.13 all material respects all obligations imposed under each contract or agreement and neither Sovereign nor, to the knowledge of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default underSovereign, any Target Contract; (ii) party to any such contract or agreement is in default and no event has occurredoccurred that, and no circumstance or condition exists, that might (with or without the giving of notice or the lapse of time) (A) result in time or both, would constitute a violation or breach default. Sovereign is not bound by any Target Company of any of the provisions of any Target Contractagreement, (B) give any Target Company the right contract or arrangement which could reasonably be expected to declare have a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target ContractMaterial Adverse Effect on Sovereign. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 of the Target Disclosure Schedule sets forth 3.14(a) contains a complete, current and correct list of all of the following types of Contracts ("Material Contracts") to which any Target a RHI Company is a party or party, by or to which their any of its properties or assets may are bound, or under which a RHI Company otherwise has material obligations (each Contract required to be bound or subject: listed on Schedule 3.14(a), a “Material Contract”): (i) any Contract or group of related Contracts which call for involve expenditures or receipts by a RHI Company that require payments by any Target Company or yield receipts of more than $25,000 in any twelve (12) month period or which cannot be canceled without liability, premium or penalty; more than $50,000 in the aggregate; (ii) any Contract with any of its officers, directors, employees or Affiliates (other than at-will employment arrangements with employees entered into the Ordinary Course of Business), including all non-competition, severance, and indemnification agreements; (iii) any partnership, joint venture, profit-sharing or similar agreement entered into with any Person; (iv) all Contracts pursuant relating to any merger, consolidation or other business combination with any other Person or the terms of which there is either a current acquisition or future right disposition of any Target other entity or its business, its equity securities or its material assets or the sale of a RHI Company, its business, its equity securities or its material assets outside of the Ordinary Course of Business; (v) any loan agreement, promissory note, security agreement, guarantee or other document relating to Indebtedness, borrowing of money or extension of credit by or to a RHI Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum ; and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than in Contract that is material to a RHI Company and entered into outside the Ordinary Course of Business Business. True and correct copies of each Material Contract (including any amendments, modifications or for supplements thereto) have been provided to Buyer. (b) Except as set forth on Schedule 3.14(b), no RHI Company is a party to or bound by any Contract containing any covenant (i) limiting in any respect the grant to any Person right of any option RHI Company or preferential rights its Affiliates to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete engage in any line of business business, to make use of any of its Intellectual Property or compete with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; geographic region, (xii) Contracts containing obligations imposing non-solicitation restrictions on any RHI Company or liabilities its Affiliates, (iii) granting to the other party any exclusivity or similar provisions or rights, including any covenant by any RHI Company that includes an organizational conflict of interest prohibition, restriction, representation, warranty or notice provision or any other restriction on future contracting, (iv) providing “most favored customers” or other preferential pricing terms for the services of a RHI Company or its Affiliates, or (v) otherwise limiting or restricting the right of any kind RHI Company to holders of the capital stock sell or distribute any Intellectual Property of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the RHI Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of purchase or otherwise obtain any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation software or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts")Intellectual Property license. (bc) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 All of the Target Disclosure ScheduleContracts to which a RHI Company is a party, including all amendments thereto. Each Target Contract is valid and by which any of its properties or assets are bound, or under which a RHI Company otherwise has material obligations are in full force and effect. (c) Except , and are valid, binding, and enforceable in accordance with their terms, subject to performance by the other party or parties to such Contract, except as set forth in Part 2.13 the enforceability thereof may be limited by the Enforceability Exceptions. There exists no breach, default or violation on the part of a RHI Company or, to the Knowledge of the Target Disclosure Schedule: (i) no Target Company, on the part of any other party to any such Contract nor has any RHI Company received written or, to the Knowledge of the Company, oral notice of any breach, default or violation. No RHI Company has violated received notice of an intention by any party to any such Contract that provides for a continuing obligation by any party thereto on the date hereof to terminate such Contract or breachedamend the terms thereof, or declared or committed other than modifications in the Ordinary Course of Business that do not adversely affect any default underRHI Company. No RHI Company has waived any rights under any such Contract. To the Knowledge of the Company, any Target Contract; (ii) no event has occurredoccurred which either entitles, and no circumstance or condition existswould, that might (with or without notice or lapse of time) (A) result in a time or both, entitle any party to any such Contract to declare breach, default or violation under any such Contract or breach by any Target Company to accelerate, or which does accelerate, the maturity of any of the provisions Indebtedness of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target RHI Company under any Target such Contract. To the Knowledge of the Company, there is no reason to believe that any such Contract or any other with a customer of a RHI Company will not remain in effect after the Closing through the remainder of its term or provision continue to generate substantially the same or more revenue after the Closing through the remainder of any Target Contractits term as it currently generates. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. Except for contracts, commitments, leases, licenses, plans and agreements described in Schedule 3.15 attached hereto, the Company is not a party to or subject to: (a) Part 2.13 of any plan or contract regarding or providing for bonuses, pensions, options, stock purchases, deferred compensation, severance benefits retirement payments, profit sharing, stock appreciation, collective bargaining or the Target Disclosure Schedule sets forth a list of all of the following Contracts ("Material Contracts") to which like, or any Target Company is a party contract or by or to which their properties or assets may be bound or subject: (i) Contracts which call for payments by agreement with any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penaltylabor union; (iib) Contracts pursuant any employment or consulting contract or contract for personal services not terminable at will by the Company without penalty to the terms of which there is either a current Company; (c) any contract or future right agreement for the purchase of any Target Company receive payments commodity, product, material, supplies, equipment or other personal property, or for the receipt of any service outside of the ordinary course of business, other than purchase orders for less than $5,000 each and which in the aggregate do not exceed $25,000; (d) any contract, arrangement or program with vendors, suppliers or customers relating to rebates, volume discounts or cooperative Advertising; (e) any contract or agreement for the purchase or lease of any fixed asset, whether or not such purchase or lease is in the ordinary course of business, for a price in excess of $25,000; (iiif) Contracts relating to any contract or agreement for the borrowing sale of moneyany commodity, product, material, equipment, or other personal property, or the furnishing by the Company of any service, other than contracts entered into in the ordinary course of business; (ivg) Contracts any contract or agreement providing for the purchase of all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (h) any contract or agreement with any current sales agent, distributor or former officer or director that are in effect as OEM of products of the date hereof, Company; (i) any contract or agreement concerning a partnership or joint venture with one or more Persons; (j) any confidentiality agreement or any non-competition agreement or other contract or agreement containing covenants limiting the Company's freedom to compete in any line of business or in any location or with any consultants Person; (k) any license agreement (as licensor or other agents involving payment licensee); or, in the case of $10,000 software generally available to the public, any license agreement entered into outside the ordinary course of business; (l) any contract or more per annum and are in effect as of agreement with the date hereofSeller or any present or former officer, director, consultant, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Personsthem; (vm) Contracts with any Person loan agreement, indenture, note, bond, debenture or any other document or agreement evidencing a capitalized lease obligation or Indebtedness to sell, distribute or otherwise market any Target Company's products or servicesPerson; (vin) Contracts for the sale any agreement of any services guaranty, indemnification, or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection similar commitment with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts respect to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders other Person outside of the capital stock ordinary course of any Target Company as such business (including, without limitation, an obligation to register any other than lawful indemnification provisions contained in the Charters and By-Laws of such securities under any federal or state securities lawsthe Company); (xio) any agreement under which the consequences of a default by the Company or termination could have a Material Adverse Effect; or (p) any other Contract that is material to agreement or contract (or group or related agreements or contracts) the properties, assets, business, results performance of operations which involves consideration paid or condition (financial or otherwise) of received by the Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 Copies of all such contracts, commitments, plans, leases, licenses and agreements have been provided to Buyer or its counsel prior to the execution of this Agreement, and all such copies are true, correct and complete and have been subject to no amendment, extension or other modification as of the Target Disclosure date hereof, except such as are described in Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto3.15. Each Target Contract is valid and in full force and effect. (c) Except as set forth listed and described in Part 2.13 of Schedule 3.15, neither the Target Disclosure Schedule: (i) no Target Company has violated or breachedCompany, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right nor to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the ShareholdersCompany and the Seller, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance , is in default under any such contract, commitment, plan, lease, license or agreement described in Schedule 3.15 (a "default" being defined for purposes hereof as an actual default or event of default or the Target Contracts by the Target Companies will existence of any fact or circumstance which would, upon receipt of notice or passage of time, constitute a default, except where such default would not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contracta Material Adverse Effect). (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 of the Target Disclosure Schedule SCHEDULE 4.13 sets forth a true, complete and correct list of all each of the following Contracts ("Material Contracts") contracts to which any Target of the Company or the Company Subsidiaries is a party or by or to which their properties or assets may be any of them is bound or subject:as of the date of this Agreement, other than the Benefit Plans (collectively, the "MATERIAL CONTRACTS"): (i) Contracts which call for payments involving the expenditure by any Target the Company or the Company Subsidiaries of more than $25,000 200,000 in calendar years 2005 or which can2006 for the purchase of materials, supplies, equipment or services, excluding any such Contracts that are terminable by the Company or the Company Subsidiaries without penalty on not be canceled without liability, premium or penaltymore than thirty (30) days notice; (ii) (A) indentures, mortgages, loan agreements, capital leases, security agreements, or other Contracts pursuant relating to Debt Obligations or (B) any Contract or other currently outstanding instrument under which any of the terms Company or the Company Subsidiaries has, directly or indirectly, made any advance, loan, extension of which there is either a current credit (other than an account receivable) or future right of capital contribution to, or other investment in, any Target Company receive payments in excess of $25,000Person; (iii) Contracts relating to that restrict the borrowing Company or the Company Subsidiaries from engaging in any line of moneybusiness in any geographic area or competing with any Person; (iv) Contracts with that restrict the declaration, set aside or payment of any current dividends or former officer or director that are in effect as of the date hereofdistributions on, or with in respect of, any consultants capital stock or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder equity interest of the Company or with any Affiliate of any of the foregoing PersonsCompany Subsidiary; (v) Contracts to sell goods or services with respect to the customers set forth on SCHEDULE 4.18 and any Person to sell, distribute other customers of the Business with annual purchases in excess of $200,000 in calendar years 2005 or otherwise market any Target Company's products or services2006; (vi) Contracts for the sale of any services or properties other than in the Ordinary Course of Business or for the grant to granting any Person of any option a first-refusal, first offer or similar preferential rights right to purchase or acquire any propertiesright, asset or property of the Company or the Company Subsidiaries; (vii) partnership any commitment to make any capital expenditure or joint venture agreementsto purchase a capital asset in each case, in excess of $250,000 not contemplated by the Capital Expenditure Budget; (viii) Contracts under which except as to the extent contemplated by the Capital Expenditure Budget, any Target Company agrees to indemnify commitment for the purchase or sale of any party (of its assets, other than on customary terms in connection with the sale ordinary course of business, or any capital stock of the Company's products Company or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software)Subsidiaries; (ix) Contracts containing covenants any lease or similar agreement under which (A) any of the Company or the Company Subsidiaries is the lessee of, or holds or uses, any Target facility, machinery, equipment, vehicle or other tangible personal property owned by any third Person for an annual rent in excess of $100,000 or (B) any of the Company not to compete or the Company Subsidiaries is the lessor of, or makes available for use by any third Person, any tangible personal property owned by any of the Company or the Company Subsidiaries for an annual rent in any line excess of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area$100,000; (x) Contracts containing obligations (i) entered into or liabilities assumed by any of the Company or the Company Subsidiaries in which it has an obligation in respect of providing for indemnification or purchase price adjustment, in connection with any disposition, sale or other transfer of any kind present or former business or commercial activity and (ii) which was either (A) entered into after October 29, 2003 or (B) pursuant to holders which there are any outstanding, unresolved or potential indemnification claims in excess of $50,000 against any of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws)Company Subsidiaries; (xi) any other Contract that is material Contracts pursuant to the properties, assets, business, results of operations or condition (financial or otherwise) of which the Company or the SubsidiaryCompany Subsidiaries have licensed the Owned Intellectual Property to, taken as or the use of the Owned Intellectual Property is otherwise permitted with respect to, any other Person; and pursuant to which the Company or the Company Subsidiaries have had Intellectual Property licensed to it, or has otherwise been permitted to use Intellectual Property, excluding non-exclusive, commercially available software licenses entered into in the ordinary course of business; (xii) partnership, limited liability company, joint venture agreements or other Contracts involving a wholesharing of profits or expenses by the Company or Company Subsidiaries; (xiii) Contracts with any directors, officers, employees or stockholders of any of the Company, the Company Subsidiaries or Affiliates of any of the Sellers; and (xiixiv) Contracts relating to involving the settlement acquisition of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation business enterprise whether via stock or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breachedasset purchase, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contractotherwise. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 of the Target Disclosure Schedule sets SECTION 2.18(a) OF THE DISCLOSURE SCHEDULE (with paragraph references corresponding to those set forth below) contains a true and complete list of all each of the following Contracts or other arrangements ("Material Contracts") true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to, or made available to, Parent prior to the execution of this Agreement), to which any Target the Company is a party or by or to which their properties or assets may be bound or subjectany of its Assets and Properties are bound: (iA) all Contracts which call providing for a commitment of employment or consultation services for a specified or unspecified term or otherwise relating to employment or the termination of employment, the name, position and rate of compensation of each Person party to such a Contract and the expiration date of each such Contract; and (B) any written or material unwritten representations, commitments, promises, communications or courses of conduct (excluding any such Contracts referred to in clause (A)) involving an obligation of the Company to make payments by in any Target Company year, other than with respect to salary or incentive compensation payments in the ordinary course of more than $25,000 or which cannot be canceled without liabilitybusiness, premium or penaltyto any employee; (ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of the Company to engage in any business activity or compete with any Person or prohibiting or limiting the ability of any Person to compete with the Company; (iii) all partnership, joint venture, Stockholders' or other similar Contracts with any Person; (iv) all Contracts relating to Indebtedness of the Company or to preferred stock issued by the Company; (v) all Contracts with distributors or resellers; (vi) all Contracts relating to (A) the future disposition or acquisition of any Assets and Properties, other than dispositions or acquisitions in the ordinary course of business consistent with past practice, and (B) any merger or other business combination; (vii) all Contracts between or among the Company, on the one hand, and any Stockholder or any Affiliate (other than the Company) or Associate of any Stockholder, on the other hand; (viii) all collective bargaining or similar labor Contracts; (ix) all Contracts that (A) limit or contain restrictions on the ability of the Company to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or engages or to engage in any Business Combination or (B) require the Company to maintain specified financial ratios or levels of net worth or other indicia of financial condition; and (x) all other Contracts (other than leases listed in SECTION 2.15 OF THE DISCLOSURE SCHEDULE and Governmental Authorizations listed in SECTION 2.19 OF THE DISCLOSURE SCHEDULE) that, pursuant to the terms of which there is either a current any such Contract, involve the payment or future right potential payment by or to the Company of any Target Company receive payments money or other monetary equivalents in excess of $25,000; 10,000 in any one (iii1) Contracts relating to year period, or $30,000 over the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as unexpired term of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (aExcept for Contracts filed as exhibits to Dianon's most recent annual report on Form 10-K or the most recent report on Form 10-Q filed with SEC or as set forth in Section 3.1(o) Part 2.13 of the Target Dianon Disclosure Schedule sets forth a list of all Schedule, as of the following Contracts ("Material Contracts") to which date of this Agreement, none of Dianon or any Target Company of its Subsidiaries is a party to or by or to which bound by, and none of their properties or assets may be are bound by or subjectsubject to, any written or oral: (i) Contracts which call for payments by any Target Company Contract not made in the ordinary course of more than $25,000 or which cannot be canceled without liability, premium or penaltybusiness; (ii) Contracts Contract pursuant to the terms which Dianon or any of its Subsidiaries has agreed not to compete with any Person or to engage in any activity or business, or pursuant to which there any benefit is either required to be given or lost as a current result of so competing or future right of any Target Company receive payments in excess of $25,000engaging; (iii) Contracts relating Contract pursuant to the borrowing of money; (iv) Contracts with any current which Dianon or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of its Subsidiaries is restricted in any material respect in the foregoing Persons; (v) Contracts with any Person to selldevelopment, distribute marketing or otherwise market any Target Company's distribution of their respective products or services; (iv) Contract with (A) any affiliate of Dianon or any of its Subsidiaries or (B) any current or former director or officer of Dianon or any of its Subsidiaries or of any affiliate of Dianon or any of its Subsidiaries or (C) any affiliate of any such Person (other than (w) contracts on arm's-length terms with companies whose common stock is publicly traded, (x) offer letters providing solely for "at will" employment, (y) invention assignment and confidentiality agreements relating to the assignment of inventions to Dianon or any of its Subsidiaries not involving the payment of money and (z) Dianon Benefit Plans referred to in Section 3.1(q)); (v) license or franchise granted by Dianon or any of its Subsidiaries pursuant to which Dianon or any of its Subsidiaries has agreed to refrain from granting license or franchise rights to any other Person; (vi) Contracts for the sale Contract under which Dianon or any of its Subsidiaries has incurred any services indebtedness that is currently owing or properties given any guarantee in respect of indebtedness, in each case having an aggregate principal amount in excess of $100,000, or granted any pledge, mortgage or other than security interest in the Ordinary Course any property or assets of Business Dianon or for the grant to any Person of any option or preferential rights to purchase any propertiesits Subsidiaries; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) conduct of the Company business of Dianon and its Subsidiaries that requires consent, approval or waiver of or notice to a third party in the Subsidiaryevent of or with respect to the Merger or any of the other transactions contemplated by this Agreement, including in order to avoid termination of or a loss of material benefit under any such Contract; (viii) Contract or other agreement, whether written or oral, that contains any guarantees as to Dianon or any of its Subsidiaries' future revenues; (ix) Contract granting a third party any license to Intellectual Property Rights that is not limited to the internal use of such third party; (x) Contract in respect of any joint venture, partnership, business alliance or similar arrangement between Dianon or any of its Subsidiaries and any third party; (xi) Except for the Confidentiality Agreement, Contract providing for a "standstill" or for confidential treatment by Dianon or any of its Subsidiaries of third party information other than non-disclosure agreements and provisions entered into by Dianon in the ordinary course of business consistent with past practice; (xii) Contract granting the other party to such Contract or a third party "most favored nation" status that, following the Merger, would in any way apply to UroCor or any of its Subsidiaries (other than Dianon and its Subsidiaries and their products or services); or (xiii) Contract which (i) has aggregate future sums due from Dianon or any of its Subsidiaries in excess of $100,000 and is not terminable by Dianon or any such subsidiary for a cost of less than $100,000 or (ii) is otherwise material to the business of Dianon and its Subsidiaries, taken as a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation , as presently conducted or as proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments theretoconducted. Each Target Contract of Dianon and its Subsidiaries is valid and in full force and effect. (c) Except effect and is a legal, valid and binding agreement of Dianon or such Subsidiary and, to the knowledge of Dianon or such Subsidiary, of each other party thereto, enforceable against Dianon or any of its Subsidiaries, as set forth the case may be, and, to the knowledge of Dianon, against the other party or parties thereto, in Part 2.13 each case, in accordance with its terms, except for such failures to be in full force and effect or enforceable that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect on Dianon. Each of the Target Disclosure Schedule: (i) no Target Company Dianon and its Subsidiaries has violated performed or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, is performing all obligations required to be performed by it under its Contracts and no circumstance or condition exists, that might is not (with or without notice or lapse of timetime or both) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default underin any -19- 24 respect thereunder, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Scheduleand, to the best of the knowledge of the Shareholders, each Person against which any Target Company has Dianon or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedulesubsidiary, no Target Company has ever guaranteed or otherwise agreed other party to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance Contracts is (with or payment without notice or lapse of any obligation time or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result both) in breach or default in any violation of respect thereunder except, in each case, for such breaches that individually or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conductedaggregate have not had and would not reasonably be expected to have a Material Adverse Effect on Dianon.

Contracts. (a) Part 2.13 of the Target Disclosure Schedule sets forth a list of all of the following Contracts ("Material Contracts") to which Excluding any Target Company obligation referenced in this Agreement, MRGE is not a party or by or to which their properties or assets may be bound or subjectany: (i) Contracts which call contracts with any current or former officer, director, employee, consultant, agent or other representative; (ii) contracts for payments by any Target Company the purchase or sale of more than $25,000 equipment or which cannot services that contain an escalation, renegotiation or re-determination clause or that can be canceled without liability, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts contracts for the sale of any services of its assets or properties other than in the Ordinary Course of Business or for the grant to any Person person of any option or preferential rights to purchase any of its or their assets or properties; (iv) other contracts (including, without limitation, leases of real property) not referenced or described in this subsection 4.10(a); (v) contracts relating to the acquisition by MRGE of any operating business of, or the disposition of any operating business by, any other person; (vi) executory contracts relating to the disposition or acquisition of any investment or any interest in any person; (vii) partnership or joint venture contracts or agreements; (viii) Contracts contracts under which any Target Company MRGE agrees to indemnify any party (party, other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course ordinary course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software)business; (ix) Contracts contracts containing covenants of any Target Company MRGE not to compete in any line of business or with any Person person in any geographical area or covenants of any other Person person not to compete with any Target Company MRGE in any line of business or in any geographical area; (x) Contracts containing obligations contracts for or liabilities relating to computers, computer equipment, computer software or computer services; or (xi) contracts relating to the borrowing of money by MRGE or the direct or indirect guarantee by MRGE of any kind obligation for, or an agreement by MRGE to holders service, the repayment of the capital stock borrowed money, or any other contingent obligations in respect of indebtedness of any Target Company as such (other Person, including, without limitation, an obligation : (A) any contract with respect to register any lines of such securities under any federal or state securities laws)credit; (xiB) any contract to advance or supply funds to any other Contract that is material person other than in the ordinary course of business; (C) any contract to the propertiespay for property, assetsproducts or services of any other person even if such property, businessproducts or services are not conveyed, results delivered or rendered; (D) any keep-well, make-whole or maintenance of operations working capital or condition earnings or similar contract; or (financial E) any guarantee with respect to any lease or otherwise) of the Company or the Subsidiary, taken as a wholeother similar periodic payments to be made by any other person; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated material contract whether or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses made in the manner in which such businesses are currently being conductedordinary course of business.

Contracts. (a) Part 2.13 Section 3.10(a) of the Target Company Disclosure Schedule Letter sets forth a list correct and complete list, as of all the date of this Agreement, of the following Contracts ("Material Contracts") to which any Target Company is a party or by or to which their properties or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, of this Agreement to which the Company is party or with by which any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereofCompany’s assets or properties are bound (collectively, the “Material Contracts”): (i) any Contract pursuant to which the Company may be entitled to receive or with obligated to pay more than $100,000 in any current stockholder calendar year; (ii) any Contract that requires the Company to purchase its total requirements of any product or service from any other Person that requires the Company to pay more than $100,000 in any calendar year; (iii) any Contract that contains a “most-favored-nation” clause or similar term that provides preferential pricing or treatment other than in favor of the Company; (iv) any Contract that limits or purports to limit the ability of the Company or to (A) compete in any line of business, with any Affiliate Person, in any geographic area or during any period of time, including by limiting the ability to sell any of the foregoing Personsparticular services or products to any Person, or (B) solicit any customers; (v) Contracts with any Person to sell, distribute or otherwise market Contract requiring any Target Company's products or servicescapital expenditures by the Company in an amount in excess of $100,000 in the aggregate over the term of the Contract; (vi) Contracts for any Contract (A) relating to the sale creation, incurrence, assumption or guarantee of any services Indebtedness or properties other than in (B) relating to the Ordinary Course lease of Business or for the grant to any Person of any option or preferential rights to purchase any propertiesmaterial personal property; (vii) partnership or joint venture agreementsany IP Contracts, separately identifying all such IP Contracts under which the Company is obligated to pay royalties thereunder and all such IP Contracts under which the Company is entitled to receive royalties thereunder; (viii) Contracts under which any Target Contract not cancellable by the Company agrees with no more than thirty (30) days’ notice if the effect of such cancellation would result in a monetary penalty to indemnify the Company in excess of $100,000 per the terms of such Contract; (ix) any party Contract that relates to the future acquisition or disposition of any business, material amount of stock or assets of any Person or any real property (other than on customary terms in connection with the whether by merger, sale of stock, sale of assets or otherwise) for a purchase price in excess of $100,000, in any single instance or $500,000, in the Company's products aggregate, except for (A) any agreement related to the transactions contemplated by this Agreement, (B) any non-disclosure, indications of interest, term sheets, letters of intent or services similar arrangements entered into in the Ordinary Course of Business and (C) any agreement for the Company has provided copies purchase of such Contracts to inventory or other assets or properties in the Purchaser Group) or to share or guarantee any liability Ordinary Course of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical areaBusiness; (x) Contracts containing obligations any Contract that provides for the establishment or liabilities operation of any kind to holders joint venture, partnership, joint development, outsourcing, strategic alliance or similar arrangement involving the sharing of the capital stock of any Target Company as such (includingrevenues, without limitationexpenses, an obligation to register any of such securities under any federal profits, production outputs or state securities laws)losses; (xi) any other Contract that is material to the propertiesbroker, assetsdistributor, businessdealer, results of operations manufacturer’s representative, original equipment manufacturer, manufacturing, value-added, remarketer, reseller or condition (financial independent software vendor, franchise, agency, sales promotion, sales representative, market research, marketing consulting or otherwise) advertising Contract, including for use or distribution of the Company Products and Processes, Company Technology or services of the SubsidiaryCompany, taken other than non-disclosure agreements and materials transfer agreements entered into in the Ordinary Course of Business; (xii) any Contract relating to the development of the Company Products and Processes or Company Technology (other than Contracts between the Company and a Contributor); (xiii) any Contract to which a Governmental Entity is a party; (xiv) any Contract involving any resolution or settlement of any actual or threatened Proceeding (A) involving payments (exclusive of attorney’s fees) in excess of $100,000 in any single instance or $500,000 in the aggregate or (B) that provides for any restriction on exploitation of Company Intellectual Property or for any injunctive or other non-monetary relief; (xv) any hedging, swap, derivative or similar Contract; (xvi) any insurance policies required to be set forth in Section 3.18 of the Company Disclosure Letter; (xvii) any collective bargaining agreement; (xviii) any Contract with any (A) Material Supplier or (B) Material Customer; (xix) any (x) Contract for the employment or engagement of any director, officer, employee or individual independent contractor (A) providing for an annual base compensation in excess of $150,000 and (B) not terminable upon one hundred and twenty (120) calendar days’ notice or less without any material liability to the Company in excess of that required under applicable law, or (y) Contract requiring the payment of any compensation by the Company that is triggered solely as a wholeresult of the consummation of the Transactions; (xx) any Contract (other than non-disclosure agreements) (A) under which a third party licenses or provides to the Company any Intellectual Property or Technology (including through covenants not to sue, non-assertion provisions, or releases or immunities from suit that relate to Intellectual Property or Technology) other than Contracts for Shrink-Wrap Code, Publicly Available Software or commercially available, non-customized Intellectual Property (other than Patents) that is licensed on a non-exclusive basis solely pursuant to non-negotiated website or mobile application terms and conditions or terms of use and Contracts between the Company and its employees; or (B) pursuant to which Company has granted, licensed, disclosed or provided any Company Intellectual Property to any Person (or granted an option to do any of the foregoing), including any Contracts containing covenants not to sue, non-assertion provisions, releases or immunities from suit or options for any of the foregoing that relate to Company Intellectual Property, other than non-exclusive licenses granted to customers in the Ordinary Course of Business; (xxi) any Contract pursuant to which any Person has guaranteed the Liabilities of the Company; and (xiixxii) Contracts relating to any Contract involving the settlement payment of any Claim in excess of $25,000. Part 2.13 earnout or similar contingent payment that has not been fully paid as of the Target Disclosure Schedule also lists and describes the status date of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts").this Agreement; and (b) The Target Companies have delivered Company has made available to the Purchaser accurate Nocturne correct and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, each Material Contract (including all amendments theretomodifications, amendments, supplements, annexes and schedules thereto and written waivers thereunder). Each Target Material Contract is valid and in full force and effect. (c) Except as set forth effect and is a valid and binding agreement enforceable against the Company, subject to the Remedies Exceptions, and, to the Company’s Knowledge, any other party thereto in Part 2.13 accordance with its terms, subject to the Remedies Exceptions. Neither the Company, nor, to the Company’s Knowledge, any other party to any Material Contract is in breach of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, or, to the Company’s Knowledge, has provided or received any Target notice, whether written or oral, of any intention to terminate or seek renegotiation of, any Material Contract; (ii) . To the Company’s Knowledge, as of the date of this Agreement, no event or circumstance has occurredoccurred that, and no circumstance or condition exists, that might (with or without notice or lapse of timetime or both, would be reasonably likely to (i) constitute a breach of or event of default by, (Aii) result in a violation or breach by any Target Company right of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contracttermination for, or (Diii) give cause or permit the acceleration of or other changes to any Target right or obligation or the loss of any benefit for, in each case, any party under any Material Contract. (c) Set forth on Section 3.10(c) of the Company Disclosure Letter is a list of each of the right Material Suppliers and the Material Customers. Since the Lookback Date through the date hereof, no such Material Supplier or Material Customer has canceled, terminated or, to the Knowledge of the Company, materially and adversely altered its relationship with the Company or threatened in writing to cancel, terminate or modify materially and adversely alter its relationship with the Company. Since the Lookback Date through the date hereof, there have been no material disputes between the Company and any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible Material Supplier or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target ContractMaterial Customer. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 Section 3.13(a) of the Target Seller Disclosure Schedule Schedules sets forth a true, correct and complete list of all of the following Contracts ("Material Contracts") to which any Target Company is a party or by or to which their properties or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are each Contract in effect as of the date hereofhereof (including all amendments and supplements thereto, but excluding any invoices, Benefit Plans and Real Property Leases) to which any Group Company or any of their respective assets (including the Transferred Assets) is a party to or bound by and which falls within any of the following categories (each, a “Company Material Contract”): (i) any joint venture, joint development agreement or partnership agreement with any consultants Person (other than between Group Companies); (ii) any material Contract with a Material Customer or other agents involving payment Material Supplier; (iii) any Contract in respect of Indebtedness of the Group Companies or any Indebtedness for which any of the Group Companies would be liable immediately after the Closing in an amount in excess of $10,000 or more per annum 100,000 (and are all related guarantees), other than any Indebtedness owed by a Group Company to another Group Company and any Indebtedness of any Group Company, in effect each case, as set forth on Section 5.6 of the date hereofSeller Disclosure Schedules and to be settled pursuant to Section 5.6; (iv) any Contract with respect to any future disposition or granting of a right of first refusal, right of first offer or right of first negotiation with any current stockholder of respect to the Company or with any Affiliate sale of any of the foregoing Persons; Equity Securities of the Group Companies (or rights thereto); (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts Contract for the sale of any services of the Group Companies or properties other than in the Ordinary Course Business or a substantial portion of the assets thereof or of the Business or the Transferred Assets (whether by merger, sale of stock, sale of assets or otherwise) or for the grant to any Person of any option or preferential rights to purchase any properties; of its assets, including the Transferred Assets (viiwhether by merger, sale of stock, sale of assets or otherwise); (vi) partnership or joint venture agreements; any Contract (viiiA) Contracts under pursuant to which any Target Group Company agrees is a licensee or licensor of (or grants or is granted rights in or to indemnify use) any party Intellectual Property Rights or IT Assets that are material to the Business (other than “off- the-shelf” or “shrink-wrap” in-licenses for commercially available software or standard commercial service offerings that are generally available on customary standard terms in connection with the sale annual license, maintenance, and other fees of the Company's products less than $4,000,000, or services non-exclusive licenses granted to customers in the Ordinary Course ordinary course of Business and the business), (B) with respect to any Intellectual Property Rights or IT Assets developed on behalf of a Group Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurredBusiness, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right with respect to accelerate the maturity a settlement, co-existence, covenant not to sue or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, similar agreement that is material to the best of Business related to Intellectual Property Rights or IT Assets (the knowledge of the Shareholdersforegoing, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.“IP Contracts”);

Contracts. (a) Part 2.13 Section 3.9(a) of the Target Company Disclosure Schedule Letter sets forth forth, as of the date of this Agreement, a correct and complete list of all of the following Contracts ("Material Contracts") to which any Target Company is a party or by or to which their properties or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, of this Agreement to which the Company is party or with by which any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereofCompany’s assets or properties are bound (collectively, the “Material Contracts”): (i) any Contract pursuant to which the Company may be entitled to receive or with obligated to pay more than $1,000,000 in any current stockholder calendar year; (ii) any Contract that requires the Company to purchase its total requirements of any product or service from any other Person or contains “take or pay” or similar provisions; (iii) any Contract that contains a “most-favored-nation” clause or similar term that provides preferential pricing or treatment other than in favor of the Company; (iv) any Contract that limits or purports to limit the ability of the Company or to (A) compete in any line of business, with any Affiliate Person, in any geographic area or during any period of time, including by limiting the ability to sell any of the foregoing Personsparticular services or products to any Person, or (B) solicit any customers; (v) Contracts with any Person to sell, distribute Contract requiring any capital expenditures by the Company in an amount in excess of $1,000,000 in any calendar year or otherwise market any Target Company's products or services$5,000,000 in the aggregate over the term of the Contract; (vi) Contracts any Contract (A) relating to the creation, incurrence, assumption or guarantee of any Indebtedness or (B) relating to the lease of material personal property; (vii) any Contract that provides for the sale indemnification or assumption of any services or properties Liability of any Person by the Company other than Contracts with suppliers, vendors or other third party service providers entered into in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreementsBusiness; (viii) Contracts under which any Target Company agrees Contract that relates to indemnify the future acquisition or disposition of any party business, material amount of stock or assets of any Person or any real property (other than on customary terms in connection with the whether by merger, sale of stock, sale of assets or otherwise) for a purchase price in excess of $1,000,000, in any single instance or $5,000,000, in the Company's products aggregate, except for (x) any agreement related to the transactions contemplated by this Agreement, (y) any non-disclosure, indications of interest, term sheets, letters of intent or services similar arrangements entered into in the Ordinary Course of Business and (z) any agreement for the Company has provided copies purchase of such Contracts to inventory or other assets or properties in the Purchaser Group) or to share or guarantee any liability Ordinary Course of any party (excluding Contracts relating to Off the Shelf Software)Business; (ix) Contracts containing covenants any Contract that provides for the establishment or operation of any Target Company not to compete joint venture, partnership, joint development, outsourcing involving aggregate payments in any line excess of business $500,000 per year, strategic alliance or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical areasimilar arrangement; (x) Contracts containing obligations or liabilities of any kind Contract to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws)which a Governmental Entity is a party; (xi) any Contract involving any resolution or settlement of any actual or threatened Proceeding (i) involving payments (exclusive of attorney’s fees) in excess of $250,000 in any single instance or $500,000 in the aggregate or (ii) that provides for any restriction on exploitation of Company Intellectual Property or for any injunctive or other non-monetary relief; (xii) any hedging, swap, derivative or similar Contract; (xiii) any insurance policies required to be set forth in Section 3.16 of the Company Disclosure Letter; (xiv) any collective bargaining agreement; (xv) any Contract with any (x) Material Supplier or (y) Material Customer; (xvi) any (x) Contract for the employment or engagement of any director, officer, employee or individual independent contractor (A) providing for an annual base compensation in excess of $300,000 and (B) not terminable upon 120 days’ notice or less without any material liability to the Company in excess of that required under applicable law, or (y) Contract requiring the payment of any compensation by the Company that is triggered solely as a result of the consummation of the Transactions; (xvii) any Contract (A) under which a third party licenses or provides to the Company any Intellectual Property or Technology (including through covenants not to ▇▇▇, non-assertion provisions, or releases or immunities from suit that relate to Intellectual Property or Technology) other than (i) Contracts for Shrink-Wrap Code, Publicly Available Software or commercially available, non-customized Intellectual Property (other than Patents) or Technology, in each case that is not material to the propertiesCompany and is licensed or otherwise made available on a non-exclusive basis pursuant to the provider’s standard terms, assetsor (ii) Contracts between the Company and its employees; or (B) pursuant to which the Company has granted, businesslicensed, results disclosed or provided any Company Intellectual Property to any Person (or granted an option to do any of operations the foregoing), including any Contracts containing covenants not to ▇▇▇, non-assertion provisions, releases or condition immunities from suit or options for any of the foregoing that relate to Company Intellectual Property, other than (financial or otherwisex) non-exclusive licenses of the Company Products or Technology to end users, and (y) non-exclusive evaluation or access agreements that do not materially differ in substance from the SubsidiaryCompany’s standard form of evaluation agreement or access agreement that was provided in the Data Room, taken as a wholein each case of (x), (y) and (z), that have been entered into in the Ordinary Course of Business; (xviii) any Contract pursuant to which any Person has guaranteed the Liabilities of the Company; and (xiixix) Contracts relating to any Contract involving the settlement payment of any Claim in excess of $25,000. Part 2.13 earnout or similar contingent payment that has not been fully paid as of the Target Disclosure Schedule also lists and describes the status date of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts")this Agreement. (b) The Target Companies have delivered Company has made available to the Purchaser accurate dMY correct and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, each Material Contract (including all amendments theretomodifications, amendments, supplements, annexes and schedules thereto and written waivers thereunder). Each Target Material Contract is valid and in full force and effect. (c) Except as set forth effect and is a valid and binding agreement enforceable against the Company subject to the Remedies Exceptions and, to the Company’s Knowledge, any other party thereto in Part 2.13 accordance with its terms subject to the Remedies Exceptions. Neither the Company, nor, to the Company’s Knowledge, any other party to any Material Contract is in breach of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, or, to the Company’s Knowledge, has provided or received any Target notice, whether written or oral, of any intention to terminate or seek renegotiation of, any Material Contract; (ii) no . No event or circumstance has occurredoccurred that, and no circumstance or condition exists, that might (with or without notice or lapse of timetime or both, would (i) constitute a breach of or event of default by, (Aii) result in a violation or breach by any Target Company right of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contracttermination for, or (Diii) give result in any Target change in rights or obligations in a manner that is adverse to the Company, in each case, by the Company under any Material Contract, nor, to the right Company’s Knowledge, any other party, under any Material Contract, except in each case, as would not, individually or in the aggregate, be material to the Company. (c) Set forth on Section 3.9(c) of the Company Disclosure Letter is a list of each of the Material Suppliers and the Material Customers. Since the Latest Balance Sheet Date, no such Material Supplier or Material Customer has canceled, terminated or, to the Knowledge of the Company, materially and adversely altered its relationship with the Company or threatened in writing to cancel, terminate or modify materially and adversely alter its relationship with the Company. There have been no material disputes between the Company and any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible Material Supplier or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target ContractMaterial Customer since the Latest Balance Sheet Date. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 of the Target Disclosure Except as otherwise disclosed in this Schedule sets forth a list of all of the following Contracts ("Material Contracts") 5.14 to which any Target Company this Agreement, ENERGY is not a party or by or to which their properties or assets may be bound or subjectany: (i) Contracts which call for payments by contracts with any Target Company of current or former officer, director, employee, consultant, agent or other representative having more than three (3) months to run from the date hereof or providing for an obligation to pay and/or accrue compensation of $25,000 100,000 or more per annum, or providing for the payment of fees or other consideration in excess of $100,000 in the aggregate to any officer or director of ENERGY, or to any other entity in which cannot ENERGY has an interest; (ii) contracts for the purchase or sale of equipment or services that contain an escalation, renegotiation or re-determination clause or that can be canceled cancelled without liability, premium or penalty; penalty only on ninety (ii90) Contracts pursuant to the terms of which there is either a current days’ or future right of any Target Company receive payments in excess of $25,000more notice; (iii) Contracts relating to the borrowing of money; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Persons; (v) Contracts with any Person to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts contracts for the sale of any services of its assets or properties other than in the Ordinary Course of Business or for the grant to any Person person of any option or preferential rights to purchase any of its assets or properties; (iv) contracts (including with limitation, leases of real property) calling for an aggregate purchase price or payments in any one year of more than $100,000 in any one case (or in the aggregate, in the case of any related series of contracts); (v) contracts relating to the acquisition by ENERGY of any operating business of, or the disposition of any operating business by, any other person; (vi) executory contracts relating to the disposition or acquisition of any investment or of any interest in any person; (vii) partnership or joint venture contracts or agreements; (viii) Contracts contracts under which any Target Company ENERGY agrees to indemnify any party (party, other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course ordinary course of Business and the Company has provided copies business or in amounts in excess of such Contracts to the Purchaser Group) $100,000, or to share or guarantee any tax liability of any party (excluding Contracts relating to Off the Shelf Software)party; (ix) Contracts contracts containing covenants of any Target Company ENERGY not to compete in any line of business or with any Person person in any geographical area or covenants of any other Person person not to compete with any Target Company ENERGY in any line of business or in any geographical area; (x) Contracts containing obligations or liabilities contracts relating to the making of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws)loan by ENERGY; (xi) contracts relating to the borrowing of money by ENERGY or the direct or indirect guarantee by ENERGY of any obligation for, or an agreement by ENERGY to service, the repayment of borrowed money, or any other Contract that is material contingent obligations in respect of indebtedness of any other Person, including, without limitation: (A) any contract with respect to lines of credit; (B) any contract to advance or supply funds to any other person other than in the propertiesordinary course of business; (C) any contract to pay for property, assetsproducts or services of any other person even if such property, businessproducts or services are not conveyed, results delivered or rendered; (D) any keep-well, make-whole or maintenance of operations working capital or condition earnings or similar contract; or (financial E) any guarantee with respect to any lease or otherwise) of the Company or the Subsidiary, taken as a wholeother similar periodic payments to be made by any other person; and (xii) Contracts contracts for or relating to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation computers, computer equipment, computer software or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on computer services; or (xiii) any other Schedule ("Proposed Material Contracts"). (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Contract is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated material contract whether or breached, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses made in the manner in which such businesses are currently being conductedordinary course of business.

Contracts. (a) Part 2.13 Section 3.12(a) of the Target Company Disclosure Schedule sets forth a list of all lists each of the following Contracts written or oral contracts and agreements of the Company as of the date hereof ("such contracts and agreements being the “Material Contracts"”): (i) each contract and agreement for the purchase or lease of personal property with any supplier or for the furnishing of services to the Company with payments greater than $50,000 per year; (ii) all broker, exclusive dealing or exclusivity, distributor, dealer, manufacturer’s representative, franchise, agency and sales promotion contracts to which any Target the Company is a party or any other contract that compensates any person based on any sales by or to which their properties or assets may be bound or subject: (i) Contracts which call for payments by any Target Company of more than $25,000 or which cannot be canceled without liability, premium or penalty; (ii) Contracts pursuant to the terms of which there is either a current or future right of any Target Company receive payments in excess of $25,000Company; (iii) Contracts relating to the borrowing all leases and subleases of moneyreal property; (iv) Contracts with any current or former officer or director that are in effect as all contracts and agreements relating to Indebtedness other than trade indebtedness of the date hereofCompany, or with including any consultants or other agents involving payment of $10,000 or more per annum contracts and are agreements in effect as of the date hereof, or with any current stockholder of which the Company or with any Affiliate is a guarantor of any of the foregoing PersonsIndebtedness; (v) Contracts with any Person all contracts and agreements that limit or purport to sell, distribute or otherwise market any Target Company's products or services; (vi) Contracts for limit the sale of any services or properties other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreements; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale ability of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business person or in any geographical areageographic area or during any period of time; (vi) all contracts and agreements between the Company and any of its stockholders relating to the voting of the stock of the Company and any other rights or obligations of a stockholder of the Company; (vii) all contracts regarding the acquisition, issuance or transfer of any securities of the Company and each contract affecting or dealing with any securities of the Company, including, without limitation, any restricted stock agreements or escrow agreements (but excluding individual stock option agreements and restricted stock agreements between the Company and its officers, employees or consultants to the extent they conform to the general template of such agreements delivered to the Parent or one or more of its representatives); (viii) any agreement of guarantee, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any person other than software licenses or professional services contracts entered into in the ordinary course of business; (ix) all contracts and agreements between the Company and any of its officers, directors, or affiliates (excluding individual stock option agreements and restricted stock agreements between the Company and its officers, employees or consultants to the extent they conform to the general template of such agreements delivered to the Parent or one or more of its representatives); (x) Contracts containing obligations all contracts and agreements that involve the license, assignment or liabilities transfer of any kind Intellectual Property to holders or from the Company (other than licenses to the Company arising from the purchase of “off the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal shelf” or state securities lawsother standard products); (xi) any other Contract all contracts and agreements that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of involve indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the Subsidiary, taken as a wholeordinary course of business); and (xii) Contracts relating to all contracts and agreements that involve obligations (contingent or otherwise) of, or payments to, the settlement of any Claim Company in excess of $25,000. Part 2.13 50,000 (excluding those contracts that may be extinguished on thirty (30) days’ notice or less) or that are otherwise material to the business of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts")Company. (b) The Target Companies have delivered to the Purchaser accurate and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure Schedule, including all amendments thereto. Each Target Material Contract (i) is valid and binding on the Company, and, to the knowledge of the Company, on the other parties thereto, and is in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; and (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any upon consummation of the provisions of transactions contemplated by this Agreement, shall continue in full force and effect without penalty or other adverse consequence that could reasonably be expected to have a Company Material Adverse Effect. The Company is not, in any Target Contractmaterial respect, (B) give any Target Company the right to declare a default in breach or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure ScheduleMaterial Contract and, to the best of the knowledge of the ShareholdersCompany, each Person against which no other party to any Target Material Contract is, in any material respect, in breach or violation thereof or default thereunder. The Company has made available to Parent or may acquire one or more of its representatives correct and complete copies of each Material Contract. No Material Contract includes or incorporates any rights under provision the effect of which would be to enlarge or accelerate any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure ScheduleCompany or give additional rights to any other party thereto or will in any other way be adversely affected by, no Target Company has ever guaranteed or otherwise agreed to cause, insure terminate or become liable for, and no Target Company has ever pledged any of its assets to securelapse by reason of, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts transactions contemplated by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contractthis Agreement. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 Section 3.12(a) of the Target Disclosure Schedule sets forth a list of all of the following Contracts ("Material Contracts") to which the Company or any Target Company of its Subsidiaries is a party or by which it or to which any of their properties or assets may be are bound or subject:of the types described below and categorized accordingly (the “Material Contracts”): (i) Contracts which call for payments by with any Target Company of more than $25,000 grower, harvester or which cannot be canceled without liability, premium or penalty▇▇▇▇▇▇; (ii) Contracts pursuant to for the terms of which there is either a current warehousing or future right storage of any Target Company receive payments in excess of $25,000fruits, vegetables or food products, or for any Inventory; (iii) Contracts relating to the borrowing of moneyReal Property Leases; (iv) Contracts with any current or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing PersonsPersonal Property Leases; (v) Contracts with relating to the employment or engagement of any Person to sellPerson, distribute or otherwise market any Target Company's products bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement, retention, severance, or serviceschange of control arrangement; (vi) Contracts for the sale of any services or properties other than those described in clause (i) with any current or former officer, director or employee of the Ordinary Course Company or any of Business its Subsidiaries, or for any Affiliate of the grant to Company or any Person of its Subsidiaries or any option or preferential rights to purchase any propertiessuch Person; (vii) partnership Contracts with any employee or joint venture agreementslabor union or association representing any employee; (viii) Contracts under which any Target Company agrees to indemnify any party (other than on customary terms in connection with the sale of the Company's products or services in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software)capital expenditures; (ix) Contracts containing covenants entered into within the last five years relating to the acquisition or disposition of any Target equity interests in or, except in the ordinary course of business, assets of any Person; (x) Contracts creating or otherwise related to any joint venture or partnership; (xi) Contracts limiting the ability of the Company not or any of its Subsidiaries to compete engage in any line of business or to compete with any Person or to conduct business in any geographical area or covenants of to solicit any other Person not to compete with any Target Company in any line of business or in any geographical areafor employment; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition (financial or otherwise) of the Company or the Subsidiary, taken as a whole; and (xii) Contracts relating to the settlement confidentiality or limitation on use of any Claim information; (xiii) Contracts relating to any Indebtedness of the Company or any of its Subsidiaries (other than accounts payable to trade creditors in the ordinary and usual course of business consistent with past custom and practice), including credit facilities, promissory notes, security agreements, and other credit support arrangements, and Contracts under which the Company or any of its Subsidiaries have imposed or incurred a Lien on any of their assets; (xiv) Contracts granting a power of attorney, revocable or irrevocable, to any Person for any purpose whatsoever; (xv) Contracts that provide for the indemnification by the Company or any of its Subsidiaries of any Person or the assumption of any Tax, environmental or other Liability of any Person; (xvi) Contracts relating to any loan (other than accounts receivable from trade debtors in the ordinary and usual course of business consistent with past custom and practice) or advance to (other than ordinary course travel allowances to the employees of the Company or any of its Subsidiaries), or investments in, any Person; (xvii) Contracts relating to any guarantee or other contingent Liability in respect of any Indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for collection in the ordinary and usual course of business consistent with past custom and practice); (xviii) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which the Company or any of its Subsidiaries is a party; (xix) Contracts with any Governmental Body; (xx) Contracts, loans and/or lease arrangements involving, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, to or from any Affiliate or to or from any customer, supplier, employee or agent of the Company or any of its Subsidiaries; and (xxi) all other Contracts (i) which are reasonably likely to involve the receipt or payment of an amount in excess of $25,000. Part 2.13 of 125,000 in any 12-month period or (ii) which 26 cannot be cancelled by the Target Disclosure Schedule also lists Company or its applicable Subsidiary without penalty and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule without more than ninety ("Proposed Material Contracts")90) days’ notice. (b) The Target Companies have delivered to the Purchaser accurate and complete Complete copies of all Contracts identified the items required to be set forth in Part 2.13 Section 3.12(a) of the Target Disclosure Schedule have previously been provided to Purchaser by Sellers. Except as set forth in Section 3.12(b) of the Disclosure Schedule, including all amendments of the Contracts disclosed in Section 3.12(a) of the Disclosure Schedule shall, following the Closing, remain enforceable by the Company and its Subsidiaries subject to the Enforceability and Equity Exceptions, and, to the Knowledge of Sellers, binding on the other parties thereto, without the Consent of any Person. Neither the Company nor any of its Subsidiaries is in default, and no event has occurred which, with the giving of notice or the passage of time or both, would reasonably be expected to constitute a default, under any such Contract or any other obligation owed by the Company or any of its Subsidiaries, and, to the Knowledge of Sellers, no event has occurred which, with the giving of notice or the passage of time or both, would reasonably be expected to constitute a default by any other party to any such Contract. Each Target Contract of the Material Contracts disclosed in Section 3.12(a) of the Disclosure Schedule is valid and in full force and effect. (c) Except as set forth , is valid and enforceable in Part 2.13 of accordance with its terms subject to the Target Disclosure Schedule: (i) no Target Company has violated or breachedEnforceability and Equity Exceptions, or declared or committed any default under, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Contract; and (iv) no Target Company has waived any right under any Target Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Scheduleand, to the best Knowledge of the knowledge of the ShareholdersSellers, is not subject to any claims, charges, setoffs or defenses. There are no disputes pending or, to Sellers’ Knowledge, threatened under any such Contract. The Company, each Person against which any Target Company has or may acquire any rights under any Target Contract of its Subsidiaries, and to the Knowledge of Sellers, each other party thereto is solvent and is able to satisfy in material compliance with all of its obligations under each such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 Except as set forth in Section 3.12 of the Target XNY Disclosure Schedule sets forth and except for the Acquisition Agreement, the Divestiture Agreement and Contracts disclosed in or filed as exhibits to the SEC Reports, XNY is not a list of all party to or otherwise is bound by any of the following Contracts ("Material Contracts") that will not have been fully performed or terminated on or prior to which any Target Company is a party or by or to which their properties or assets may be bound or subjectthe Closing: (i) Contracts which call for payments any Contract that would be required to be filed by any Target Company XNY pursuant to Item 4 of more than $25,000 or which cannot be canceled without liability, premium or penaltythe Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) Contracts pursuant to any joint venture contracts, strategic cooperation or partnership arrangements, or other agreements outside the terms ordinary course of which there is either business involving a current sharing of profits, losses, costs or future right liabilities by XNY with any third party of any Target Company receive payments in excess of $25,000more than US$1,000; (iii) Contracts relating to any Contract for the borrowing acquisition, sale or lease (including leases in connection with financing transactions) of moneymaterial properties or assets of the Company for aggregate consideration in excess of US$1,000, except for those or entered into in the ordinary course of business; (iv) Contracts with any current Contract involving the payment or former officer or director that are receipt of amounts by XNY of more than US$1,000 annually, except for those entered into in effect as the ordinary course of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate of any of the foregoing Personsbusiness; (v) Contracts with any Person Contract relating to sell, distribute or otherwise market any Target Company's products or servicesIndebtedness having an outstanding amount of more than US$1,000 in the aggregate; (vi) Contracts for any Contract that restricts the sale ability of XNY to compete in any services geographic area, industry or properties other than in the Ordinary Course line of Business or for the grant to any Person of any option or preferential rights to purchase any propertiesbusiness; (vii) partnership any Contract that contains a put, call or joint venture agreementssimilar right pursuant to which XNY could be required to purchase or sell, as applicable, any equity interests or assets of any Person of more than US$1,000; (viii) Contracts under which any Target Company agrees Contract that contains restrictions with respect to indemnify (A) payment of dividends or any party distribution with respect to equity interests of XNY; (other than on customary terms in connection with the sale B) pledging of the Company's products share capital of XNY or services in the Ordinary Course (C) issuance of Business and the Company has provided copies of such Contracts to the Purchaser Group) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software)guaranty by XNY; (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with Contract between XNY, on the one hand, and any Person in beneficially owning five percent (5%) or more of the Ordinary Shares (or their respective Affiliates), on the other hand, other than any geographical area Contracts with respect to employment or covenants directorship arrangement entered into the ordinary course of any other Person not to compete with any Target Company in any line of business or in any geographical area;business; and (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) any other Contract that is material to the properties, assets, business, results of operations or condition XNY. Each such Contract described in clauses (financial or otherwisei) of the Company or the Subsidiary, taken to (x) above is referred to herein as a whole; and “Material XNY Contract,” provided that neither Contracts (xiiA) Contracts relating that will be fully performed or satisfied as of or prior to the settlement of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation Closing or proposed by any Target Company of a type which if (B) entered into by such Target Company would pursuant to the Divestiture, nor the Divestiture Agreement shall be deemed to be a Material XNY Contract or required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts")disclosed by XNY. (b) The Target Companies Except as would not reasonably be expected to have delivered a XNY Material Adverse Effect, (i) each Material XNY Contract constitutes the valid and legally binding obligation of XNY and, to the Purchaser accurate XNY’s knowledge, the other parties thereto, is enforceable in accordance with its terms, subject to the Bankruptcy and complete copies of all Contracts identified in Part 2.13 of the Target Disclosure ScheduleEquity Exception, including all amendments thereto. Each Target Contract and is valid and in full force and effect. (c) Except as set forth in Part 2.13 of the Target Disclosure Schedule: (i) no Target Company has violated or breached, or declared or committed any default under, any Target Contract; and (ii) no event has occurredneither XNY nor, and no circumstance to XNY’s knowledge, any other party thereto, is in breach or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach by any Target Company of any of the provisions of any Target Contract, (B) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company has received any written notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Target Material Contract; , and (iv) no Target Company event has waived occurred or not occurred through XNY’s action or inaction or, to XNY’s knowledge, the action or inaction of any right under third party, that, with or without due notice or lapse of time or both, would constitute a breach or violation of, or default under, any Target Material XNY Contract. (dc) Except as for the Acquisition Agreement, the Divestiture Agreement, this Agreement, and Contracts set forth in Part 2.13 on Section 3.12 of the Target XNY Disclosure Schedule, (i) all Contracts to which XNY is a party to or otherwise is bound by shall either have been fully performed or terminated on or prior to the best Closing, and (ii) no payment liabilities or obligations on the part of XNY under the Contracts shall exist as of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunderClosing. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.

Contracts. (a) Part 2.13 of the Target Disclosure Schedule sets forth 5.17 contains a true, correct and complete list of all of the following Contracts ("Material Contracts") to which ADMA or any Target Company of its Affiliates is a party or by or and which, in each case, relate to which their properties or assets may be bound or subject:the operation of the ADMA Business (the “ADMA Material Contracts”): (i) Contracts which call any consulting agreement or employment agreement that provides for payments by any Target Company of more than annual compensation exceeding $25,000 or 100,000 per year and which cannot be canceled terminated by ADMA or any of its Affiliates without liabilitypayment or penalty on notice of sixty (60) days or less, premium or penaltyany collective bargaining arrangement with any labor union, and any such agreements currently in negotiation or proposed; (ii) Contracts pursuant any Contract for capital expenditures or the acquisition of fixed assets, in each case, with a cost to ADMA or any of its Affiliates in excess of $100,000; (iii) any Contract for the terms of which there is either a current purchase, lease, maintenance or acquisition, or the sale or furnishing of, materials, supplies, merchandise, equipment, parts or other property or services requiring remaining aggregate future right of any Target Company receive payments in excess of $25,000; (iii) Contracts relating to 100,000, other than purchase orders entered into in the borrowing Ordinary Course of moneyBusiness; (iv) Contracts with any current Contract relating to the acquisition or former officer or director that are in effect as of the date hereof, or with any consultants or other agents involving payment of $10,000 or more per annum and are in effect as of the date hereof, or with any current stockholder of the Company or with any Affiliate disposition of any business, a material amount of the foregoing Personsstock or assets of any Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) Contracts with any Person Contract relating to sellthe guaranty of another Person’s borrowing of money or other obligation, distribute including all notes, mortgages, indentures, guarantees of performance, agreements and instruments for or otherwise market relating to any Target Company's products lending or servicesborrowing, including assumed Indebtedness, which provides for or would give rise to an Encumbrance on ADMA’s or any of its Affiliates’ assets; (vi) Contracts any Contract under which ADMA or any of its Affiliates have granted or received a material license or sublicense for any part of ADMA’s or such Affiliate’s assets (other than ADMA Intellectual Property) or under which ADMA or any of its Affiliates is obligated to pay or has the sale right to receive a royalty, license fee or similar payment in an amount in excess of $100,000 per year, with respect to ADMA’s Assets (other than ADMA Intellectual Property); (vii) any Contract related to ADMA’s or any of its Affiliates’ assets that involves the executory performance of services by ADMA on a fixed-price basis with a cost or properties value in excess of $100,000 per year, other than in the Ordinary Course of Business or for the grant to any Person of any option or preferential rights to purchase any properties; (vii) partnership or joint venture agreementsBusiness; (viii) Contracts under which any Target Company agrees to indemnify lease, rental or occupancy agreement, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any party leasehold or other interest in, any of the Purchased Assets (other than on customary terms in connection the ADMA Real Property Leases and leases of personal property with remaining obligations of more than $100,000); (ix) any Contract (i) under which ADMA or any of its Affiliates has granted or received a material license, sublicense or other right in, to or under any ADMA Intellectual Property or pursuant to which any material royalties are paid or payable with respect to any ADMA Intellectual Property, (ii) any Contract with a third party that materially limits or restricts ADMA’s or any of its Affiliates’ use of ADMA Intellectual Property or (iii) any Contract that contains a settlement, coexistence agreement or covenant not to s▇▇ with respect to ADMA Intellectual Property, other than (x) agreements with current or former employees and other Persons regarding the sale development, appropriation or the non-disclosure of the Company's products or services any ADMA Intellectual Property, (y) non-disclosure agreements entered into in the Ordinary Course of Business and the Company has provided copies of such Contracts to the Purchaser Groupor (z) or to share or guarantee any liability of any party (excluding Contracts relating to Off the Shelf Software); (ix) Contracts containing covenants of any Target Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with any Target Company in any line of business or in any geographical arealicenses for commercially available prepackaged software; (x) Contracts containing obligations any joint venture, partnership, or other Contract (other than an agreement with an employee) (however named) involving a sharing of profits, losses, costs, or liabilities by ADMA with any other Person with a cost or value in excess of any kind to holders of the capital stock of any Target Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws)$100,000 per year; (xi) any Contract to which any Governmental Authority is a party; (xii) any Contract with any current or former officer, director, stockholder or Affiliate of ADMA, with any family member of any of the foregoing or with any Affiliate of any such family member, in each case, other than employment agreements; (xiii) any Contract containing covenants that is purports to restrict the business activities of ADMA or limits the freedom of ADMA to engage in any market or line of business or to compete with any Person or that provides for “most favored nations” terms or establishes an exclusive sale or purchase obligation with respect to any Person, any product, any geographic location or during any period of time at or following the date hereof; (xiv) any written warranty, guaranty or other similar undertaking with respect to contractual performance extended by ADMA or any of its Affiliates that is, individually or in the aggregate, material to ADMA’s Assets; (xv) any Contract involving any resolution or settlement of any actual or threatened in writing Action pursuant to which ADMA or any of its Affiliates has any material unsatisfied obligations or that provides for any continuing injunctive or other non-monetary relief, in each case, other than confidentiality obligations; (xvi) any Contract under which ADMA or any of its Affiliates have continuing material indemnification obligations to any Person, other than those entered into in the properties, assets, business, results Ordinary Course of operations Business; (xvii) any Contract pursuant to which a financial grant is provided to ADMA or condition (financial or otherwise) any of its Affiliates in connection with the Company or the Subsidiary, taken as a wholeADMA Business; and (xiixviii) Contracts relating to the settlement any amendment, supplement, and modification (whether oral or written) in respect of any Claim in excess of $25,000. Part 2.13 of the Target Disclosure Schedule also lists and describes the status of all material Contracts currently in negotiation or proposed by any Target Company of a type which if entered into by such Target Company would be required to be listed on Part 2.13 of the Target Disclosure Schedule or on any other Schedule ("Proposed Material Contracts")foregoing. (b) The Target Companies have delivered Prior to the Purchaser accurate date hereof, ADMA has made available to Seller (i) a true, correct and complete copies copy of each written ADMA Material Contract and (ii) a summary of all Contracts identified in Part 2.13 of the Target Disclosure Schedulematerial terms and conditions of each oral ADMA Material Contract. With respect to each ADMA Material Contract, including all amendments thereto. Each Target (x) the ADMA Material Contract is a legal, valid and binding obligation of ADMA or its Affiliate and to ADMA’s Knowledge, the other parties thereto, enforceable against ADMA or its Affiliate and to ADMA’s Knowledge the other parties thereto, subject to the Equitable Exceptions, and in full force and effect. , (cy) Except as set forth ADMA or its Affiliate is not, and, to ADMA’s Knowledge, the other party thereto is not, in Part 2.13 breach or default in any material respect of the Target Disclosure Schedule: (i) no Target Company has violated or breachedany ADMA Material Contract, or declared or committed any default underand to ADMA’s Knowledge, any Target Contract; (ii) no event has occurred, and no circumstance or condition exists, occurred that might (with or without notice or lapse of time) (A) time or both would constitute such a breach or default by ADMA or its Affiliate, or result in a violation right of termination, modification or breach by any Target Company acceleration or the loss of any of the provisions of any Target benefit under such ADMA Material Contract, and (Bz) give any Target Company the right to declare a default or exercise any remedy under any Target Contract, (C) give any Target Company the right to accelerate the maturity or performance of any Target Contract, or (D) give any Target Company the right to cancel, terminate or modify any Target Contract; (iii) no Target Company ADMA has not provided nor received any written notice regarding of any actualintention to terminate (prior to the end of the term), alleged, possible or potential violation or breach seek material renegotiation of, or default undernot renew or has repudiated in writing any material provision of, any Target Contract; and (iv) no Target Company has waived any right under any Target such ADMA Material Contract. (d) Except as set forth in Part 2.13 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders, each Person against which any Target Company has or may acquire any rights under any Target Contract is solvent and is able to satisfy all of such Person's current and future monetary obligations and other obligations and Liabilities thereunder. (e) Except as set forth in Part 2.13 of the Target Disclosure Schedule, no Target Company has ever guaranteed or otherwise agreed to cause, insure or become liable for, and no Target Company has ever pledged any of its assets to secure, the performance or payment of any obligation or other Liability of any other Person. The performance of the Target Contracts by the Target Companies will not result in any violation of or failure to comply with any Legal Requirement. No Person is renegotiating, or has the contractual right to renegotiate, any amount paid or payable to any Target Company under any Target Contract or any other term or provision of any Target Contract. (f) The Contracts identified in Part 2.13 of the Target Disclosure Schedule collectively constitute all of the Contracts necessary to enable the Target Companies to conduct their respective businesses in the manner in which such businesses are currently being conducted.