Common use of Contracts Clause in Contracts

Contracts. (a) Schedule 4.08(a) of the Disclosure Schedules sets forth, by reference to the applicable subsection of this Section 4.08(a), all of the following Contracts to which a Seller is a party, by which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”): (i) any Contract (A) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or more; (ii) any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Person; (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby; (iv) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) Each Material Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller or, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material Contract.

Contracts. (a) Schedule 4.08(aSection 3.11(a) of the Iris Disclosure Schedules sets forth, by reference to Schedule lists the applicable subsection following Iris Contracts in effect as of the date of this Section 4.08(a), all of the following Contracts to Agreement (other than any Iris Benefit Plan) under which a Seller is a party, by which a Seller Iris or any of its assets Subsidiaries has any remaining material rights or properties are bound, or in respect of which a Seller receives revenue obligations (each, a “Iris Material Contract”): (i) a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (ii) each Contract that is material to the business or operations of Iris and its Subsidiaries, taken as a whole, containing (A) any covenant limiting the freedom of Iris or any of its Subsidiaries to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase minimum quantity of goods or services; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $100,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract providing for the creation of any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments providing for the creation of material Indebtedness of Iris or any of its Subsidiaries or creating any material Liens with respect to any material assets of Iris or any of its Subsidiaries; (vi) each Contract requiring payment by or to Iris or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Iris or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Iris or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Iris or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Iris or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of Iris or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of Iris or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (vii) each Iris Real Estate Lease; (viii) each Contract with any Governmental Entity, other than clinical trial agreements, sponsored research agreements or material transfer agreements entered into in the Ordinary Course of Business; (ix) each Iris Out-bound License and Iris In-bound License; (x) each Contract that is material to the business or operations of Iris and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Iris or any of its Subsidiaries; (xi) each Contract that is not terminable at will with no more than 60 days’ prior notice (with no penalty or payment) by Iris or its Subsidiaries, as applicable, and which involves payment or receipt by Iris or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $100,000 in the aggregate; (xii) each collective bargaining agreement or other similar Contract with any labor organization, union, group or association covering employees of Iris; or (xiii) each Contract (A) for the employment or engagement of any employee, consultant or independent contractor providing such Person with any Top Vendorannual compensation or fees in excess of $250,000, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount the payment of $15,000 or more; (ii) any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Person; (iii) any employment agreement cash or other Contract for compensation or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with benefits upon the transactions contemplated by this Agreement or the documents contemplated hereby; (iv) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from (A) engaging in any aspect consummation of the Business, (B) participating or competing in any line of business, market or geographic areaMerger, (C) freely setting prices restricting Iris’s ability to terminate the employment or services of any employee, consultant or independent contractor thereof at any time for its products (including most favored customer pricing provisions)any lawful reason or for no reason without penalty, or (D) soliciting potential employeesproviding for severance or similar termination payments, consultantsretention or change in control payments, contractors, suppliers or customers for the acceleration of vesting or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount grant of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement incentive equity or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assetscompensation. (b) Each Iris has made available to Meadow accurate and complete copies of all Iris Material Contracts, including all material amendments thereto, in each case in effect on the date hereof but excluding any purchase orders and/or work orders issued under an Iris Material Contract in the Ordinary Course of Business. There are no Iris Material Contracts that are not in written form. As of the date of this Agreement, none of Iris, any of its Subsidiaries or, to Iris’s Knowledge, any other party to an Iris Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Iris Material Contract in such manner as would permit any other party to cancel or terminate any such Iris Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Iris and its Subsidiaries, taken as a whole. As to Iris and its Subsidiaries, as of the date of this Agreement, each Iris Material Contract is valid valid, binding, enforceable and binding on a Seller in accordance with its terms and is in full force and effect, subject to the Bankruptcy and Equity Exception. No Seller orBetween the date of the Iris Balance Sheet and the date hereof, no counterparty to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Iris Material Contract or result has notified Iris in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending writing (or, to the knowledge Knowledge of SellersIris, threatened under any otherwise) that it intends to terminate or not renew an Iris Material Contract.

Contracts. (ai) Schedule 4.08(aExcept as described in the Buyer SEC Documents, there are no contracts, arrangements, commitments or understandings that are material to the business, assets, liabilities, capitalization, prospects, condition (financial or otherwise) or results of operations of Buyer and its Subsidiaries (collectively, the contracts, arrangements, commitments or understandings of the type described in this Section 4.2(j)(i), including those set forth in Section 4.2(j)(i) of the Buyer Disclosure Schedules sets forthSchedule or filed with the Buyer SEC Documents, by reference to the applicable subsection of this Section 4.08(a"BUYER CONTRACTS," and each a "BUYER CONTRACT"), all of the following Contracts to which a Seller is a party, by which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”): (i) any Contract (A) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or more;. (ii) Except as set forth in Section 4.2(j)(ii) of the Buyer Disclosure Schedule, neither the Buyer nor any Contract relating of its Subsidiaries is a party to a partnershipor is bound by any contract, joint venturearrangement, joint marketingcommitment or understanding (whether written or oral): (A) which, joint development upon the consummation or similar joint arrangement with any Person; (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement Buyer stockholder approval of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement Agreement, will (either alone or upon the documents contemplated hereby; (ivoccurrence of any additional acts or events) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts result in a Seller from (A) engaging in any aspect requirement to obtain the consent of the Businessother party to such contract, arrangement, commitment or understanding or in a termination of any such contract; or (B) participating which materially restricts the conduct of any line of business by Buyer or competing any Subsidiary thereof (including the Surviving Corporation) upon consummation of the Merger or will materially restrict the ability of Buyer or the Surviving Corporation or any Subsidiary thereof to engage in any line of business, market business or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount the sale of any product or service from any Person; (viii) any Contract thatproducts, following Closing, would or would purport to: (A) require including but not limited to those products collectively sold by Buyer and the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, Company immediately prior to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assetsEffective Time. (biii) Each Material Buyer Contract is valid and binding on Buyer and any of its Subsidiaries that is a Seller in accordance with its terms party thereto, as applicable, and is in full force and effect. No Seller , (B) Buyer and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Buyer Contract, and (C) neither Buyer nor any of its Subsidiaries knows of, or has received notice of, the existence of any event or condition which constitutes, or, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without after notice or lapse of time or both, would constitute an event will constitute, a material default on the part of default Buyer or any of its Subsidiaries under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material such Buyer Contract. (iv) Neither Buyer nor any of its Subsidiaries has received any notice, whether written or oral, from any other party to a Buyer Contract of the other party's intention to terminate any such Buyer Contract whether as a result of the announcement or consummation of the transactions contemplated hereby or otherwise.

Contracts. (a) Schedule 4.08(a) Except as set forth on Section 4.8 of the Company Disclosure Schedules sets forth, by reference Schedule or as filed as exhibits to the applicable subsection of Company SEC Documents, and except for this Section 4.08(a)Agreement, all as of the following Contracts to which a Seller date hereof, none of the Acquired Companies is a partyparty to or is bound by any Contract, by which a Seller arrangement, commitment or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”):understanding: (i) any Contract that is a “material contract” (Aas such term is defined in Item 601(b)(10) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or moreRegulation S-K of the Exchange Act); (ii) pursuant to which any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any PersonAcquired Company received customer revenues for the 2017 fiscal year in excess of $2,500,000; (iii) any employment agreement or other Contract for or relating to evidencing a Seller’s employment or engagement commitment of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller Acquired Company to make a payment capital expenditure or loan in excess of $2,000,000 (except with respect to any manager, officer, Employee or independent contractor equipment lease financing in connection with the transactions contemplated by this Agreement or the documents contemplated herebyordinary course of business); (iv) (A) containing a covenant limiting the ability of any Contract that provides forAcquired Company to compete or engage in any line of business or to compete with any Person in any geographic area, (B) requiring any Acquired Company to conduct any business on a “most favored nations” basis with any third party, or relates to, Indebtedness(C) providing for “exclusivity” or any similar requirement in favor of any third party; (v) relating to or evidencing Indebtedness or any guarantee of Indebtedness by any Acquired Company in excess of $4,000,000, other than any such Contract that restricts a Seller from (A) engaging in any aspect of between or among the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a SellerAcquired Companies; (vi) granting to an Acquired Company the right to use or register any Contract under material Intellectual Property Assets (other than standard form contracts granting rights to use readily available off-the-shelf software), restricting the right of an Acquired Company to use or register any material Intellectual Property Assets, or granting to a third party the right to use or register any material Intellectual Property Assets, including any material license agreements, coexistence agreements, and covenants not to ▇▇▇; (vii) providing for the acquisition or disposition of any assets (other than acquisitions or dispositions of assets in the ordinary course of business), businesses (whether by merger, sale of stock, sale of assets or otherwise) or capital stock or other equity interests of a third party that (A) has not yet been consummated or (B) has outstanding any material purchase price adjustment, “earn-out”, indemnification, payment or similar obligations on the part of any Acquired Company; (viii) the ultimate contracting party of which is a Seller grants any exclusive rights Governmental Entity and that is material to the Acquired Companies’ business (including any exclusive Intellectual Property licensessubcontract with a prime contractor or other subcontractor who is party to such Contract); (ix) other than with respect to any partnership that is wholly owned by the Company or any wholly owned Subsidiary of the Company, rights relating to the formation, creation, operation, management or control of first refusal any legal partnership or rights any joint venture entity pursuant to which an Subsidiary of first negotiation the Company has an obligation (contingent or otherwise) to make a material investment in or material extension of credit to any Person; (viix) prohibiting, limiting, conditioning or in any Contract containing way restricting the sale of any businesses or assets of the Company; or (xi) that is the type of contract or arrangement that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. (b) Each Contract, arrangement, commitment or understanding of the type described above in this Section 4.8, whether or not set forth in Section 4.8 of the Company Disclosure Schedule is referred to herein as a “requirements” Material Contract”. Except Material Contracts that have expired or terminated by their terms, all of the Material Contracts are valid and binding on the Acquired Companies, as the case may be, and, to the Knowledge of the Company, each other party thereto, as applicable, and in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. No Acquired Company has, and to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or other provision obligating committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a Seller to purchase or obtain a minimum or specified amount default under the provisions of any product Material Contract, except in each case for those violations and defaults which, individually or service from any Person; (viii) any Contract that, following Closingin the aggregate, would or would purport to: (A) require the Business not reasonably be expected to grant any Intellectual Property license; (B) restrict Buyer from engaging result in a Company Material Adverse Effect. No Acquired Company has received written notice of any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association foregoing or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years written notice from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against party under any claim Material Contract of infringementan intent to terminate, misappropriationcancel, misuse, dilution or violation materially change the scope of any Intellectual Propertyrights under or fail to renew such Material Contract, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller no Acquired Company or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) Each Material Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller or, to Seller’s knowledgeCompany, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract, has repudiated in writing any provision thereof. No event All contracts, agreements, arrangements and understandings by and between any of the Acquired Companies, on the one hand, and TA Associates Management, L.P. and any of its Affiliates or circumstance has occurred thattheir respective successors or permitted transferees, with on the other hand, will terminate as of the Closing without any action or without notice further liability or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit obligation on the acceleration or other changes part of any right or obligation or of the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material Contractparties thereto.

Contracts. Except: (i) with respect to contracts or agreements with the Purchaser or the Purchaser's Subsidiaries, or (ii) as set forth on Schedule 3.11 annexed hereto, to the knowledge of ▇▇▇▇▇ and Suozzi, the Company is not a party to or bound by any: (a) Schedule 4.08(a) of the Disclosure Schedules sets forth, by reference contract or agreement involving amounts payable to the applicable subsection of this Section 4.08(a), all of the following Contracts to which a Seller is a party, by which a Seller or Company during any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”): (i) any Contract (A) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an 12-month period that will aggregate amount of $15,000 100,000 or more; (iib) management, consultant or employment contract under which there are amounts payable by the Company during any Contract 12-month period that will aggregate $75,000 or more; (c) contract obligating the Company to make severance or similar payments to any employee or officer of the Company upon termination of employment or to make payments to any officer or employee of the Company in excess of the officer's or employee's regular salary and reimbursement of ordinary business expenses; (d) contract or agreement with any distributor, dealer or sales representative that is not cancelable without liability to the Company on a maximum of thirty (30) days notice and under which there are amounts payable by the Company during any 12-month period that will aggregate $100,000 or more; (e) contract or agreement of any nature whatsoever between the Company, on the one hand, and any past or present director or officer of the Company or any of its Affiliates, on the other hand; (f) contract or agreement relating to any loan, factoring or credit line; (g) lease of Real Property other than those described on Schedule 3.12 annexed hereto; (h) lease of Tangible Property under which the Company is a partnershiplessor or lessee involving payments by or to the Company in excess of $100,000 in any 12-month period; (i) purchase commitments, requirements or similar contracts (or series of related purchase commitments, requirements or similar contracts) involving amounts payable by the Company during any 12-month period that will aggregate $100,000 or more; (j) outstanding guaranty, subordination or other similar type of agreement, whether or not entered into in the ordinary course of business; (k) material contract concerning non-competition; (l) material contract concerning confidentiality, except in the ordinary course of business; (m) joint venture, joint marketingpartnership, joint development cooperative arrangement or similar joint arrangement with any Personother contract involving a sharing of profits; (iiin) material contract with any employment agreement or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby; (iv) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights Governmental Authority (including any exclusive Intellectual Property licensesconciliation agreement, consent decree or letter of commitment), rights of first refusal or rights of first negotiation to any Person;; or (viio) any Contract containing proposed arrangement or contract which the Company reasonably believes to be near consummation and of a “requirements” provision or other provision obligating type that if entered into would be a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities contract described in Section 4.08(a)(vi); subsections (a) through (n) above. Accurate and complete copies of each such documents have been delivered by the Company and/or ▇▇▇▇▇ or (C) require Buyer ▇▇▇▇▇▇ to grant the Purchaser or be bound made available to the Purchaser at the Company's offices. To the knowledge of ▇▇▇▇▇ and Suozzi, each material contract to which the Company is a party is in full force and effect and is enforceable by any exclusive rightsthe Company in accordance with its terms against all other parties thereto, subject as to enforceability to bankruptcy, insolvency and similar laws affecting creditors' rights generally. To the knowledge of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, ▇▇▇▇▇ and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to▇▇▇▇▇▇, the Liabilities or Indebtedness of Company has not received any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person notice of a Seller ordefault under any such contract listed on Schedule 3.11 or Schedule 3.12 annexed hereto and, to the knowledge of Sellers▇▇▇▇▇ and Suozzi, no event or condition has happened or presently exists which constitutes a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) Each Material Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller default or, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without after notice or lapse of time or both, would constitute an event of a default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material Contractsuch contract listed on Schedule 3.11 annexed hereto.

Contracts. (a) Schedule 4.08(a) Section 4.03 of the Disclosure Schedules sets forth, by reference to the applicable subsection forth a true and complete list of this Section 4.08(a), all Contracts of the following Contracts types (x) to which a Seller is a party, party or by which a Seller it is bound and (y) which are used or held for use in, or relate to, in whole or in part, the Business, or to which any of its assets or properties are bound, or in respect of which a Seller receives revenue the Purchased Assets is subject (eacheach such Contract, a “Material Contract”): (i) any Contract (A) of any kind with any Top Vendordirector, officer, or (B) providing for payments (whether fixedemployee of Seller or any of its Affiliates, contingent and any Assigned Contract or otherwise) by or to a Seller in an aggregate amount arrangement of $15,000 or moreany kind with any Affiliate of Seller; (ii) any Contract relating that involves performance of services or delivery of goods or materials by or to a partnership, joint venture, joint marketing, joint development Seller of an amount or similar joint arrangement with any Personvalue in excess of $75,000; (iii) any employment agreement Contract providing for capital expenditures after the Effective Date in an amount in excess of $150,000 individually or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebyaggregate; (iv) any Contract that provides forwith a sales representative, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or relates to, Indebtednessany Contract pursuant to which Seller acts as any of the foregoing on behalf of any Person; (v) any Contract that restricts a Seller from (A) engaging affecting the ownership of, leasing of, title to, use of or any material leasehold or other interest in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Sellermaterial real property; (vi) any Contract that contains a lease, sublease or other contractual arrangement under which a Seller grants is lessee of any exclusive rights equipment or other tangible property, other than Contracts that may be terminated on thirty (including 30) days or less notice (without penalty or premium) or involve payments of less than $75,000 in any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Personyear; (vii) except with respect to the Pipeline Loans, any Contract containing pursuant to which Seller has made or will make loans or advances, or has or will have incurred debts or become a “requirements” provision guarantor or other provision obligating a Seller surety or pledged its credit on or otherwise become responsible with respect to purchase any Liability of another Person (except for the negotiation or obtain a minimum or specified amount collection of any product or service from any Personnegotiable instruments in transactions in the ordinary course of business); (viii) any Contract that, following Closing, would or would purport to: (A) require the Business relating to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Personmaterial Indebtedness; (ix) any Contract with any labor unioninvolving a partnership, employee association joint venture or any collective bargaining agreement other cooperative undertaking involving a sharing of profits, losses, costs or similar Contract with Employeesliabilities between or among Seller and any other Person; (x) any settlement agreement entered into since Contract that (A) materially limits the date that is five freedom of Seller to engage in any line of business or to compete with any other Person; or (5B) years from restrains, restricts, limits or impedes the date ability of this Agreement (including Seller to compete with or conduct any agreement under which business or line of business in any employment-related claim is settled)geographic area; (Axi) any Contract that includes an obligation by is or contains a power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Seller, or Seller is granted the authority to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution act for or violation on behalf of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contractsany Contract, whether or not fully performed, relating to any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member acquisition or disposition of any such Related stock of, or any material portion of the assets of, Seller or any other Person, or any acquisition or disposition of any subsidiary, division or line of business of Seller or any other Person; (xiii) any Contract pursuant to which a Seller has acquired a business the right or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwiseobligation to sell to any Person any Mortgage Loan; (xiv) any Contract that involves (A) the sharing to which any In-Scope Employee is bound which in any manner purports to restrict such In-Scope Employee’s freedom to engage in any line of profits business or to compete with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earngrants to Seller a license or sublicense in any material Intellectual Property (other than for the use of commercially available, non-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practicecustomized software); (xvi) any Contract with under which Seller grants to any Governmental Authority, third party a license in any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution;material Intellectual Property; and (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material necessary to a Seller, operate the Business or their respective operations, financial condition, properties or assetsBusiness. (b) Each Material To Seller’s Knowledge, each Assigned Contract is binding against the other parties thereto in accordance with its respective terms and (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) is valid and binding on a Seller in accordance with its terms (except as may be limited by Laws applicable to receivership, bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies or by general principles of equity) and is in full force and effect. No Neither Seller or, to Seller’s knowledgeKnowledge, any other party thereto is in material breach of or default under (or is alleged to be in breach of or default under) ), or has provided or received any written notice of any intention to terminate, any Material Assigned Contract. No event or circumstance has occurred with respect to Seller that, with or without notice or lapse of time or both, would constitute an event of default under any Material Assigned Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies To Seller’s Knowledge, no event or circumstance has occurred with respect to any other party thereto that, with or without notice or lapse of each Material Contract have been made available to Buyer. There are no disputes pending ortime or both, to the knowledge would constitute an event of Sellers, threatened default under any Material ContractAssigned Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder.

Contracts. (a) Schedule 4.08(a3.5(a) contains a true and complete list (organized by subclause) of the Disclosure Schedules sets forth, by reference all Contracts related to the applicable subsection of this Section 4.08(a), all of the following Contracts Business to which a Seller is a party, or by which a Seller or any of its property or assets or properties are bound, that fall into one (1) or in respect more of which a Seller receives revenue the following categories (each, a the “Material ContractBusiness Contracts”): (i) any Contract (A) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) all Contracts involving aggregate payment by or to a Seller in an aggregate amount excess of $15,000 25,000 following the Closing Date or morerequiring unsatisfied performance by any party more than six (6) months from the Closing Date, which, in each case, cannot be cancelled without penalty or without more than thirty (30) days’ notice; (ii) all Contracts between or among the Seller, on the one hand, and any Contract relating stockholders, officers, directors, members, managers or Affiliate of Seller, on the other hand; (iii) all Contracts providing product or service warranties to third parties; (iv) all Contracts that require Seller to purchase or sell a partnership, joint venture, joint marketing, joint development material stated portion of the requirements or similar joint arrangement with outputs of the Business; (v) all Contracts the primary purpose of which is to indemnify any Person or the assumption of any Tax or other Liability of any Person; (iiivi) all Contracts (excluding, for the avoidance of doubt, any employment agreement or other Contract for or relating to a Seller’s employment or engagement of Permit) with any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, Governmental Authority including any Contract requiring a Seller to make a payment to any manager, officer, Employee county or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby; (iv) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Personlocal recording office; (vii) any Contract containing a “requirements” provision all Contracts that limit or other provision obligating a purport to limit the ability of Seller to purchase compete in any line of business or obtain a minimum with any Person or specified amount in any geographic area or during any period of any product or service from any Persontime; (viii) any Contract thatall joint venture, following Closing, would partnerships or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Personsimilar Contracts; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employeesall powers of attorney related to the Purchased Assets; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled)all Intellectual Property Agreements; (Axi) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any all Contracts governing the Excluded Intellectual Property, and Property (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person“Excluded Intellectual Property Agreements”); (xii) except for Contracts relating to trade receivables and the Loan Agreement, all Contracts relating to Encumbrances against the Purchased Assets; and (xiii) all other than routine employment-Contracts related to the Purchased Assets. Seller has furnished accurate and complete copies of all of the Business Contracts to Buyer. (b) The Business Contracts include each of the Assigned Contracts. Each of the Business Contracts that is a Purchased Asset is a valid and binding obligation of Seller and, to Seller’s Knowledge, the other parties thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, and insolvency laws, and to the exercise of judicial discretion in accordance with general principles of equity. Except as set forth on Schedule 3.5(b), there have not been any Contract with a Related Person of a material defaults by Seller or, to the knowledge Knowledge of SellersSeller, a Family Member material defaults or any claims of material default or claims of material non-enforceability by the other party or parties under or with respect to any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets Business Contracts that is a Purchased Asset, and to the Knowledge of a business Seller, there are no facts or entityconditions that have occurred or, whether by way of mergeras to assignability, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides except for the creation or development of any Intellectual Property transaction contemplated by Sellers for any other Personthis Agreement, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) Each Material Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller or, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred thatwhich, with or without notice or lapse the passage of time or the giving of notice, or both, would constitute an event a material default by Seller, or to the Knowledge of default Seller, by the other party or parties, under any Material Contract or result in of the Business Contracts that is a termination thereof Purchased Asset or would cause a creation or permit the acceleration or other changes imposition of any right Encumbrance upon any of the Purchased Assets or obligation or otherwise would materially and adversely affect the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material ContractPurchased Assets.

Contracts. Schedule 4.12 sets forth a true, correct and complete list of the following written contracts, agreements, leases, commitments and other instruments to which a Seller is, or is performing obligations as though it were, a party (other than the Employment Agreements set forth on Schedule 4.14 and the Seller Benefit Plans set forth on Schedule 4.15), in each case only to the extent related to, in connection with or otherwise affecting the Assets, the Business or the ownership or operation of the Assets or the Business but only to the extent they will become Assumed Contracts: (a) Schedule 4.08(aeach lease or license involving any Assets (whether real, personal or mixed, tangible or intangible) involving an annual commitment or payment of more than $2,500,000 individually by any of the Disclosure Schedules sets forth, by reference to the applicable subsection of this Section 4.08(a), Sellers; (b) all of the following Contracts contracts and agreements to which a Seller is a party, by which a Seller party that limit or restrict any of the Sellers or any Key Business Employees of its assets or properties are bound, or any of the Sellers from engaging in respect of which a Seller receives revenue (each, a “Material Contract”): (i) any Contract (A) with business in any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or morejurisdiction; (iic) all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets, in each case requiring the payment by any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Personof the Sellers after the date hereof of an amount in excess of $2,500,000; (iiid) any employment agreement all contracts that provide for an increased payment or other Contract for benefit, or relating to a Seller’s employment accelerated vesting, upon the execution hereof or engagement of any manager, officer, Employee the Closing or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby; (ive) all contracts and agreements granting any Contract that provides for, Person a Lien (other than a Permitted Lien) on all or relates to, Indebtednessany part of the Assets; (vf) all contracts and agreements for the cleanup, abatement or other actions in connection with any Contract that restricts a Seller from (A) engaging in Hazardous Materials, the remediation of any aspect existing environmental condition or relating to the performance of the Business, (B) participating any environmental audit or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Sellerstudy; (vig) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation all contracts and agreements granting to any PersonPerson an option or a first refusal, first-offer or similar preferential right to purchase or acquire any of the Assets; (viih) all contracts and agreements with any Contract containing a “requirements” provision agent, distributor or other provision obligating a Seller to purchase representative that is not terminable without penalty on 90 days’ or obtain a minimum or specified amount of any product or service from any Personfewer notice; (viiii) all contracts and agreements for the granting or receiving of a license, sublicense or franchise under which any Contract thatPerson is obligated to pay or has the right to receive a royalty, following Closinglicense fee, would franchise fee or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging similar payment in any excess of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person$100,000 annually; (ixj) all joint venture or partnership contracts and all other contracts providing for the sharing of any Contract with any labor union, employee association or any collective bargaining profits (but excluding the limited partnership agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settledHuntsman Fuels); (Ak) all customer and supplier contracts, not terminable without penalty on 90 days’ or fewer notice either by the Seller party thereto or the applicable customer or supplier, for the provision of goods or services with a value in excess of $2,500,000 in any Contract that includes an obligation year during the two-year period ended December 31, 2005 by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other PersonSellers; (xiil) other than routine employment-related Contracts, all outstanding powers of attorney empowering any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member act on behalf of any such Related Personof the Sellers that would be binding on the Purchaser as a result of the closing of the transactions under this Agreement; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (Am) the sharing of profits with other Persons or software license agreements set forth on Schedule 4.12(m) (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice“Transferred Software License Agreements”); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xixn) all existing contracts, agreements, arrangements and commitments (other than those described in subsections (a) through (m) of this Section 4.12) to which any other Contract of the Sellers is a party or by which the Assets are bound (i) involving an annual commitment or annual payment to or from such Seller of more than $2,500,000 individually or (ii) that is material to a Sellerthe Business, individually. True, correct and complete copies of the Assumed Contracts described above in this Section 4.12 have been made available to the Purchaser or its representatives or agents. Subject to the following paragraph, the Business or their respective operationsAssumed Contracts are legal, financial conditionvalid, properties or assets. (b) Each Material Contract is valid binding and binding on a Seller enforceable in all material respects in accordance with its their respective terms with respect to the Sellers that are a party to such Assumed Contracts, and to the Sellers’ Knowledge with respect to each other Person party thereto, subject in each case to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts granting equitable remedies. There is in full force and effect. No Seller or, to Seller’s knowledge, no existing material default or breach by any other party thereto is in breach of or default the Sellers under any Assumed Contract (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred condition that, with notice or without lapse of time or both could constitute a material default or breach), and to the Sellers’ Knowledge, there is no such material default (or event or condition that, with notice or lapse of time or both, would could constitute an event a material default or breach) with respect to any third party to any such Assumed Contract. As of default under the date hereof, no party to any Material Assumed Contract or result in a termination thereof or would cause or permit the acceleration is (x) repudiating any provision thereof, (y) failing to perform its obligations thereunder claiming force majeure or other changes right to suspend performance or (z) claiming any right to offset, discount or otherwise aba▇▇; ▇n each case, in respect of any right material amount or performance obligation owing thereunder, and except, in the case of clause (z), only as expressly permitted by the applicable contract. None of the rights of either Seller in the Assumed Contracts is subject to a Lien other than a Permitted Lien. Schedule 4.12 identifies with an asterisk each Assumed Contract set forth therein that requires the consent of or notice to the loss other party thereto to avoid any breach, default or violation of benefit thereundersuch contract, agreement or other instrument in connection with the transactions contemplated hereby, including the assignment of such Assumed Contract to the Purchaser. Complete The representations and correct copies warranties in this Section 4.12 in respect of each Material Contract MTBE Contracts are given only as of the date hereof. Certain of the Assumed Contracts may not in fact have been made available executed on behalf of a Seller and/or other Person party (or intended to Buyerbe party) thereto or may have expired or be beyond their term. There are no disputes pending orThe Purchaser accepts the risk that if in fact any such contract was not fully executed or has expired or is beyond its term, it may not be enforceable by the Sellers (or after the Closing, the Purchaser), against any other party thereto. Subject to the knowledge preceding sentence, all representations and warranties of Sellersthe Sellers in the paragraph immediately above shall apply with respect to each such contract as if it had been fully and validly executed, threatened under any Material Contractor was within its stated term, as applicable.

Contracts. (a) Schedule 4.08(a) Section 4.13 of the Parent Disclosure Schedules sets forthLetter contains a complete list, as of the date hereof, of all Contracts (together with each material amendment, modification, change or waiver thereto) by reference to and between any Transferred Subsidiary and one or more third parties (other than this Agreement or the applicable subsection of this Section 4.08(aAncillary Agreements), all of the following Contracts pursuant to which a Seller any Transferred Subsidiary is a party, by obligated or liable or is entitled to any rights or benefits or pursuant to which a Seller any Transferred Subsidiary or any of its properties or assets is subject, in each case, which fall within any of the following categories (such Contracts as are required to be set forth in Section 4.13 of the Parent Disclosure Letter, the "Material Contracts"): (a) each advertising and sponsorship Contract pursuant to which payment of more than $100,000 annually is required to be paid to any Transferred Subsidiary; (b) each Contract providing for the sale, lease or other disposition of a material portion of the assets of any Transferred Subsidiary other than in the ordinary course of business; (c) each material Contract relating to the production or licensing of any programming for any Network; (d) each affiliation, distribution, carriage or similar agreement between any Transferred Subsidiary (or under which any Transferred Subsidiary is bound or is liable or pursuant to which any Transferred Subsidiary or any of its properties are boundor assets is subject) and any of its affiliates, distributors, carriers, over-the-air broadcast operators and multichannel video programming distributors, in which such affiliate, distributor, carrier or operator accounts for at least 50,000 subscribers to a Network operated by such Transferred Subsidiary as of July 31, 2006; (e) each material definitive rights agreement relating to the telecast of professional, collegiate conference, university or high school sports teams or any sports related tournaments or events on any Network; (f) each Contract pursuant to which any Transferred Subsidiary is obligated (or assuming performance of any Contract in effect at the date hereof, would be obligated) to any Person for payments in respect of capital expenditures in excess of $1,000,000; (g) each currently effective joint venture or partnership or similar agreement and each Contract providing for the formation of a joint venture, limited liability company, long-term alliance or partnership or involving an equity investment; (h) each currently effective Contract (including any Employment Agreements) which a Seller receives revenue (each, a “Material Contract”):A) materially restricts the ability of any Transferred Subsidiary or any of its Affiliates or the Transferred Business to engage in any business activity in any geographic area or line of business following the Closing or (B) materially restricts the ability of any Transferred Subsidiary or any of its Affiliates or the Transferred Business to compete with any Person following the Closing; (i) any each Contract (Aor group of related Contracts) with any Top Vendorunder which there has been created, incurred, assumed, or (B) guaranteed any Indebtedness, or that relates to the lending or advancing of amounts or investment in any other Person, in each case, in excess of $100,000, or providing for payments (whether fixed, contingent or otherwise) by or the creation of any Encumbrance securing an obligation likely to a Seller in an aggregate amount exceed $100,000 upon any asset of $15,000 or moreany Transferred Subsidiary; (iij) any Contract each lease, sublease or similar agreement relating to a partnershiptangible personal property used or held for use in the Transferred Business, joint venturefor an annual rent in excess of $100,000, joint marketing, joint development or similar joint arrangement with any Personagreement regarding the purchase of real property; (iiik) each currently effective material Real Property Lease; (l) any employment agreement currently effective Contract concerning the marketing or other Contract for or relating to a Seller’s employment or engagement distribution by third parties of any manager, officer, Employee products or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, services of the Transferred Business (including any Contract requiring a Seller to make a the payment of any sales or marketing or distribution commissions or granting to any managerPerson rights to market, officer, Employee distribute or independent contractor in connection with the transactions contemplated by this Agreement sell such products or the documents contemplated herebyservices) involving sales of products of more than $100,000 annually; (ivm) any other currently effective Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement was entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor involving payments to or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for from third parties in excess of $500,000 over the creation or development remaining term of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to suesuch Contract; and (xixn) each satellite and transponder agreement to which any other Contract that Transferred Subsidiary is material a party or pursuant to a Seller, the Business which any Transferred Subsidiary or their respective operations, financial condition, under which any Transferred Subsidiary is bound or is liable or pursuant to which any Transferred Subsidiary or any of its properties or assets. assets is subject. Parent has made available to LMC or its Representatives (bas defined below) correct and complete copies of all such Material Contracts (other than such Material Contracts referenced in Section 4.13(n) pursuant to which the Transferred Subsidiaries shall have no liabilities or obligations of any kind after Closing other than pursuant to the Technical Services Agreement) with all amendments thereto. Each such Material Contract is valid valid, binding and binding on enforceable against a Seller Transferred Subsidiary and the other parties thereto in accordance with its terms and is in full force and effect, subject to expiration in accordance with its terms. No Seller orExcept as set forth in Section 4.13 of the Parent Disclosure Letter, to Seller’s knowledge, any other party thereto none of the Transferred Subsidiaries is in material default under or in material breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any such Material Contract. No , and no event or circumstance has occurred that, with or without notice or lapse of time time, or both, would constitute an event such a material default. Except as set forth in Section 4.13 of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or Parent Disclosure Letter, each of the other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, parties to the knowledge Material Contracts has performed in all material respects all of Sellersthe obligations required to be performed by it under, threatened under and is not in material default under, any such Material Contract, and to the Knowledge of Parent, no event has occurred that, with notice or lapse of time, or both, would constitute such a material default.

Contracts. (a) Schedule 4.08(a) of the Disclosure Schedules sets forthSellers have delivered to Buyer a copy of, by reference to the applicable subsection of this Section 4.08(a), all of the following Contracts to which a Seller is a party, by which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material each Applicable Contract”):: (i) any Contract (A) with any Top VendorInvolving the performance of services, delivery of goods or materials, or (B) providing for payments (whether fixed, contingent by one or otherwise) by more Acquired Companies of an amount or to a Seller value in an aggregate amount excess of $15,000 or more5,000; (ii) any Contract relating Involving the performance of services, delivery of goods or materials, or payments to a partnership, joint venture, joint marketing, joint development one or similar joint arrangement with any Person;more Acquired Companies of an amount or value in excess of $5,000 (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement That was not entered into in the Ordinary Course of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebyBusiness; (iv) any Contract that provides forWith respect to Intellectual Property Assets, including Contracts with current or former employees, consultants, or relates tocontractors regarding the ownership, Indebtednessuse, protection, or nondisclosure of any of the Intellectual Property Assets; (v) With any Contract that restricts labor union or other employee representative of a Seller from (A) engaging in any aspect group of the Businessemployees relating to wages, (B) participating hours, or competing in any line other conditions of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Selleremployment; (vi) Involving any Contract under which joint venture, partnership, or limited liability company agreement involving a Seller grants sharing of profits, losses, costs, Taxes, or other liabilities by any exclusive rights (including Acquired Company with any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any other Person; (vii) Containing covenants that in any Contract containing a “requirements” provision way purport to restrict the right or other provision obligating a Seller to purchase or obtain a minimum or specified amount freedom of any product Acquired Company or service from any other Person for the benefit of any Acquired Company to (A) engage in any business activity, (B) engage in any line of business or compete with any Person, or (C) solicit any Person to enter into a business or employment relationship, or enter into such a relationship with any Person; (viii) any Contract that, following Closing, would Providing for payments to or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rightsPerson based on sales, rights of first refusal purchases, or rights of first negotiation to any Personprofits, other than direct payments for goods; (ix) Containing an effective power of attorney granted by any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with EmployeesAcquired Company; (x) Containing or providing for an express undertaking by any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller Acquired Company to be responsible for consequential, special, or liquidated damages or penalties or to indemnify any other Person against any claim party; (xi) For capital expenditures in excess of infringement$5,000 (xii) Involving the settlement, misappropriationrelease, misusecompromise, dilution or violation waiver of any Intellectual Propertymaterial rights, and claims, obligations, duties, or liabilities; (Bxiii) Relating to any Contract loan, advance, extension of guaranteecredit or other indebtedness of any Acquired Company in excess of $5,000 (xiv) Relating to the employment of any employee of any Acquired Company; (xv) Under which any Acquired Company has loaned to, supportor made an investment in, indemnification, assumption or endorsement guaranteed the obligations of, any Person in excess of $5,000 (xvi) Relating to any bond or letter of credit; (xvii) Containing any similar commitment with respect to, obligation of confidentiality or nondisclosure between any Acquired Company and any other Person for the Liabilities or Indebtedness benefit of any Acquired Company or such other Person; (xiixviii) License, sublicense, option or other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, agreement relating in whole or in part to the knowledge of Sellers, Intellectual Property Assets (including any license or other agreement under which the Company or any Acquired Company is a Family Member licensee or licensor of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practiceIntellectual Property); (xvixix) any Lease, sublease or similar Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor person (other than the Company or reseller to a Governmental AuthoritySubsidiary) under which the Company or a Subsidiary is a lessor or sublessor of, or university, college makes available for use to any person (other than the Company or other post-secondary educational institutiona Subsidiary) any assets of the Acquired Company; (xviixx) providing for indemnification of any Contract person with respect to liabilities relating to any current or former business of the Company, a payment network Subsidiary or processorany predecessor person; (xviiixxi) any Contract that which is a confidentiality agreement; (Axxii) provides for the creation which is a currency exchange, interest rate exchange, commodity exchange or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller similar Contract; (xxiii) which has an aggregate future liability to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property person (other than licenses for Off-the-Shelf Software); the Company or (Ea Subsidiary) restricts, limits in excess of $10,000 and is not terminable by the Company or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned Subsidiary by a Seller, including any coexistence agreements and covenants notice of not to suemore than 60 days; and (xixxxiv) Constituting an amendment, supplement, or modification (whether oral or written) in respect of any other Contract that is material to a Seller, of the Business or their respective operations, financial condition, properties or assetsforegoing. (bxxv) Each Material Applicable Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller or, and is valid and enforceable in accordance with its terms; (xxvi) The completion or performance of each Applicable Contract will not result in an adverse consequence to Seller’s knowledge, any Acquired Company. (xxvii) Each Acquired Company has been in compliance with each Applicable Contract since the effective date of such Applicable Contract; (xxviii) Each other party thereto is Person that has any obligation or liability under any Applicable Contract has been in breach compliance with such Applicable Contract since the effective date of or default under such Applicable Contract; (or is alleged to be in breach of or default underxxix) or has provided or received any notice of any intention to terminate, any Material Contract. No event has occurred or circumstance has occurred that, exists that (with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or time) could result in a termination thereof Breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or accelerate the maturity or performance of or payment under, or cancel, terminate, or modify, any Applicable Contract; (xxx) No event has occurred or circumstance exists under or by virtue of any Applicable Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any assets owned or permit the acceleration used by any Acquired Company; and (xxxi) No Acquired Company has given to, or received from, any other Person any notice or other changes communication (whether oral or written) regarding any actual, alleged, or potential Breach of any right Applicable Contract. (b) There is no renegotiation of, attempt to renegotiate, or obligation or the loss of benefit thereunder. Complete outstanding rights to renegotiate any Applicable Contract with any Person, and correct copies of each Material no Person has made written demand for such renegotiation. (c) Each Applicable Contract have been made available to Buyer. There are no disputes pending or, relating to the knowledge sale, design, manufacture, or provision of Sellersproducts or services by an Acquired Company has been entered into in the Ordinary Course of Business and without the commission of any act alone or in concert with any other Person, threatened under or any Material Contractconsideration having been paid or promised, in violation of any Legal Requirement.

Contracts. (a) Schedule 4.08(a) Section 4.13 of the Company Disclosure Schedules sets forth, by reference to the applicable subsection forth a complete and accurate list of this Section 4.08(a), all of the following Contracts to which a Seller any Company Entity is a party, party or by which a Seller or any it is bound as of its assets or properties are bound, or in respect of which a Seller receives revenue the date hereof (each, a such Contracts being “Material ContractContracts”): (ia) Contracts for the sale of any Contract of the assets of any Company Entity with a value in excess of $250,000 individually or $500,000 in the aggregate, other than in the ordinary course of business, or for the grant to any Person of any preferential rights to purchase any of such assets other than in the ordinary course of business; (Ab) Contracts for joint ventures, partnerships or sharing of profits; (c) Contracts containing covenants not to compete in any line of business or with any Top VendorPerson in any geographical area; (d) Contracts containing covenants not to solicit or hire any Person with respect to employment, except for any such Contracts entered into in the ordinary course with suppliers; (e) Contracts entered into during the past three (3) years relating to the acquisition or disposition (B) providing for payments (whether fixedby merger, contingent purchase of stock or assets or otherwise) by any Company Entity of any business or to a Seller in an aggregate material amount of $15,000 stock or more; (ii) any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Person; (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby; (iv) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness assets of any other Person; (xiif) Contracts evidencing Indebtedness in excess of $500,000 (whether incurred, assumed, guaranteed or secured by any asset); (g) except for standard indemnification provisions in Contracts entered in the ordinary course of business, any Contract under which any Company Entity is required to provide continuing indemnification or a guarantee of obligations of any Person (other than any other Company Entity) or the assumption of any Tax, environmental or other Liability of any Person; (h) any Contract under which any Company Entity has advanced or loaned any amount to any of its managers, directors or executive officers and such advance or loan remains outstanding; (i) any Contract between any Company Entity, on the one hand, and any of their respective managers, directors or executive officers, on the other hand, other than the Employment Contracts; (j) the Employment Contracts; (k) collective bargaining agreements or Contracts; (l) Contracts with suppliers of any Company Entity that involve contractual commitments by a Company Entity to make annual payments in excess of $250,000 per year and that cannot be canceled by a Company Entity without penalty or without more than thirty (30) days’ notice; (m) other than routine employmentagreements with third-related Contractsparty paying agents that are owned by a Governmental Authority, any Contract with a Related Person Governmental Authority in excess of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person$100,000; (xiiin) any Contract pursuant under which any Company Entity is obligated to which a Seller has acquired a business make any capital commitment or entity, or substantially all expenditure in excess of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise$250,000 in any twelve month period; (xivo) any Contract that involves (A) Contracts with each of the sharing of profits with other Persons or (B) Top Paying Agents and the payment of royalties to any other PersonTop Depository Institutions; (xvp) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Any Contract with a payment network bank or processor; (xviii) any Contract that (A) provides other provider of transaction processing or settlement services for the creation funding of transfers initiated through services provided by the Company or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sueits Subsidiaries; and (xixq) any other Contract Contracts (other than those listed in clauses (a) through (p) of this Section 4.14 and other than the Employment Contracts) (A) that is material to a Sellerinvolve aggregate consideration in excess of $250,000 per year, and (B) that cannot be canceled by the Business Company without penalty or their respective operationswithout more than 30 days’ notice. Except as set forth in Section 4.13 of the Company Disclosure Schedules, financial condition, properties or assets. (b) Each each Material Contract is valid valid, binding and binding enforceable on a Seller the applicable Company Entity in accordance with its terms and, to the Company’s Knowledge, each other party thereto (assuming the valid execution by such party), and is in full force and effect, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No Seller orCompany Entity, nor to Sellerthe Company’s knowledgeKnowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) any material respect, or has provided or received any written notice of any intention to terminate, any Material Contract. No To the Company’s Knowledge, as of the date hereof, no event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default in any material respect under any Material Contract or result in a termination thereof or would cause or permit by the acceleration or other changes of any right or obligation or the loss of benefit thereunderCompany Entity party thereto. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto) have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material ContractParent.

Contracts. (a) Schedule 4.08(a3.11(a) of the Disclosure Schedules sets forth, is a correct and complete list (by reference to the applicable subsection hereof) of this Section 4.08(a), all each of the following Contracts to which a Seller the Company is a partyparty following completion of the Restructuring (the “Material Contracts”): (i) each continuing Contract for the purchase of goods or the supply of services that requires the Company, or is reasonably likely to result in the Company being obligated, to pay an annual amount of $50,000 or more in the aggregate after the Agreement Date (excluding Contracts with publishers), or that entitles the Company to receive an annual amount of $50,000 or more in the aggregate after the Agreement Date, excluding insertion orders entered into by which a Seller the Company with advertisers or marketers in the ordinary course of business, (ii) all Contracts that restrict the Company or any of its assets Affiliates from competing with or properties are boundengaging in any business activity anywhere in the world or soliciting for employment, hiring or in respect of which a Seller receives revenue (each, a “Material Contract”): (i) any Contract (A) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or more; (ii) any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with employing any Person; , (iii) any employment agreement all Contracts pursuant to which the Company has acquired or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby; (iv) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement disposed of, or any similar commitment with respect tois obligated to acquire or dispose of, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or an entity, or substantially all a material portion of the assets of a business or entity, whether by way of merger, consolidation, purchase or sale of equity interestsstock, purchase or sale of assets, license or otherwise; , and as to which the Company has continuing material obligations or material rights, (iv) all Contracts concerning joint venture or partnership agreements, or the sharing of profits, (v) all Contracts whereby the Company leases, subleases, licenses, or otherwise holds any rights to use or occupy any interest in real property (the “Real Property Leases”), (vi) all Contracts with respect to Indebtedness, (vii) all Contracts with any Governmental Authority, (viii) all Contracts listed on Schedule 3.10(b)(i), (ix) all Contracts listed on Schedule 3.10(b)(ii), (x) all Contracts that contain any “most-favored nation” pricing or similar pricing terms or provisions regarding minimum volumes, or rebates, excluding any Contracts with such provisions that are for the benefit of Company, (xi) any collective bargaining agreements, (xii) all Contracts with respect to the employment of any individual on a full-time, part-time, consulting, or other basis involving annual payments of more than $100,000 and that, in each case, is not immediately terminable by the Company without cost or Liability, (xiii) each Contract with any publisher that resulted in the payment by the Company to such publisher of an amount of $50,000 or more in the aggregate during the twelve month period ended December 31, 2013, and (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is all Contracts not related to a warranty or rights of indemnification granted by a Seller made in the ordinary course of business the Business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract practice and that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is are material to a Seller, the Business or their respective operations, financial condition, properties or assetsBusiness. (b) Each Except as set forth on Schedule 3.11(b), correct and complete copies of the Material Contract is valid Contracts listed on Schedule 3.11(a), together with all modifications and binding amendments thereto, have previously been delivered or made available to Buyer. Except as set forth on a Seller in accordance with its terms and Schedule 3.11(b), each of the Material Contracts is in full force and effect, is valid and enforceable in accordance with its terms, and is not subject to any claims, charges, set-offs or defenses in connection with the enforcement by the Company of any rights thereunder. No Seller orExcept as set forth on Schedule 3.11(b), the Company is not in material default under, nor has any event occurred which with the giving of notice or the passage of time or both would constitute a material default by the Company under, or which would give rise to Seller’s knowledgeany right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any other manner release any party thereto is in breach of or default under (or is alleged to be in breach of or default from any material obligation under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending orand, to the knowledge of Sellersthe Company, threatened under no other party is in material default, and no event has occurred which with the giving of notice or the passage of time or both would constitute a material default by any other party, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by the Company under, or in any manner release any party thereto from any obligation under, any such Material Contract. Except as set forth on Schedule 3.11(b), neither Seller nor the Company has been notified in writing by any counterparty to any Material Contract that such counterparty is terminating or intends to terminate such Contract.

Contracts. (a) Schedule 4.08(a4.14(a) is an accurate and complete list of all the Contracts (other than any Contract relating to any Benefit Plan) of the Disclosure Schedules sets forth, by reference to the applicable subsection of this Section 4.08(a), all of the following Contracts types to which a the Seller or Marconi IP is a party, or by which a Seller either is bound, that relate primarily to, or are material to the operation or conduct of, the Access Business or to which any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”):the Assets is subject: (i) each Contract which requires, on an annual basis, a payment by any Contract (A) with any Top Vendorparty in excess of, or a series of payments which in the aggregate exceed, $100,000 (Bas pertaining to the Access Business) providing or provides for payments (whether fixedthe delivery of goods or performance of services, contingent or otherwise) by or to any combination thereof, having a Seller value in an aggregate amount excess of $15,000 or more100,000 (as pertaining to the Access Business); (ii) each Contract with a sales representative, manufacturer's representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distribution or promotional activities, or any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with act in one of the foregoing specified capacities on behalf of any Person; (iii) any employment agreement each Contract pursuant to which the Seller or other Contract Marconi IP has made or will make loans or advances, or has incurred, or is obligated to incur, indebtedness for borrowed money or has become a guarantor or surety or pledged its credit for or relating otherwise become responsible with respect to a Seller’s employment any undertaking of another Person ("Guarantees") (except for the negotiation or engagement collection of any manager, officer, Employee negotiable instruments in transactions in the ordinary course of business) or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring granting a Seller to make a payment to Lien upon any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebyAssets other than Permitted Liens; (iv) any each Contract that provides for, or relates to, Indebtednesswith suppliers (including purchase orders) which has a commitment of more than $100,000 on an annual basis; (v) any Contract that restricts a Seller from (A) engaging in any aspect each covenant not to compete or other covenant of the Seller or any of its Affiliates restricting the development, manufacture, marketing or distribution of the products and services of the Access Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) each material Contract with any Contract under which a Affiliate of the Seller grants any exclusive rights (including any exclusive Intellectual Property licensesthe "Affiliate Contracts"), rights of first refusal or rights of first negotiation to any Person; (vii) each Contract with any Contract containing a “requirements” provision officer, director or employee of the Seller or any of its Affiliates (other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Personthan employment agreements and "at will" arrangements); (viii) each lease, sublease or similar Contract with any Contract thatPerson under which the Seller is a lessor or sublessor of, following Closingor makes available for use to any Person, would or would purport to: (A) require the Business to grant any Intellectual Property license; Assets or (B) restrict Buyer from engaging in any portion of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any PersonBedford Facility; (ix) each license, sublicense, option or other Contract relating, in whole or in part, to any Transferred Intellectual Property (including any license or other Contract with any labor union, employee association under which the Seller or any collective bargaining agreement or similar Contract with Employeesof its Affiliates granted the right to use any Transferred Intellectual Property); (x) any settlement each confidentiality agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); other than (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller confidentiality agreement entered into in the ordinary course of business consistent with past practicea Person who (together with such Person's Affiliates) does not compete in any manner with the Access Business and (B) any confidentiality agreement entered into in connection with the sale of the Access Business); (xvixi) each Contract with a customer (including sales order) that involves an obligation of the Seller to deliver products and services for payment of or having a fair market value of more than $100,000; (xii) each Contract (A) for the sale of any Asset (other than inventory sales in the ordinary course of business), (B) for the grant of any preferential rights to purchase any Asset (other than inventory in the ordinary course of business) or (C) for the grant of any exclusive right to use any Asset; (xiii) each Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xviixiv) any Contract with a payment network or processoreach Group Contract; (xviiixv) any each Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Personjoint venture, partnership or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to suesimilar arrangement; and (xixxvi) each written Contract other than as set forth above to which the Parent, the Seller or Marconi IP is a party or by which it or any other Contract of its assets or business is bound or subject that is material to a Seller, the Business or their respective operations, financial condition, properties or assetsAccess Business. (b) Each Except as set forth in Schedule 4.14(b), neither the Seller nor Marconi IP nor any Affiliate of the Seller or Marconi IP (as applicable) has since January 1, 2001 (with or without the lapse of time or the giving of notice, or both) materially breached the provisions of, or is in material default under, the terms of (i) any Contract listed on Schedule 4.14(a) that is a Purchased Contract or is material to the operation of the Access Business or (ii) any Material Personal Property Lease (collectively, the "Material Contracts"), and, to the Seller's knowledge, no other party to any Material Contract is valid and binding on a Seller in accordance with its terms and material breach of the provisions of, or is in full force and effect. No Seller or, to Seller’s knowledge, any other party thereto is in breach of or material default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminatethe terms of, any Material Contract. No event Except as set forth in Schedule 4.14(b), all Material Contracts are valid, binding and in full force and effect and are enforceable against the Seller or circumstance Marconi IP (as applicable) and, to Seller's knowledge, the other party thereto, in accordance with their terms, subject to the Enforceability Limitations. Neither the Seller nor Marconi IP nor any of their respective Affiliates has occurred that, with or without received any written notice or lapse of time or both, would constitute an event the intention of default under any party to terminate any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunderContract. Complete and correct copies of all Material Contracts have been delivered or made available to the Purchaser by the Seller, except as set forth in Schedule 4.10(b) or Schedule 4.14(a) (it being understood and agreed that certain pricing and product information related to the Other Businesses contained in the Material Contracts has not been made available or delivered to the Purchaser). (c) Schedule 4.14(c) sets forth each Material Contract have been made available with respect to Buyer. There are no disputes pending orwhich the Consent of the other party or parties thereto must be obtained by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or under the Related Agreements to avoid the invalidity of the transfer of such Material Contract, the termination thereof, a breach, violation or default thereunder or any other change or modification to the knowledge of Sellers, threatened under any Material Contractterms thereof.

Contracts. (a) Schedule 4.08(a) of the Disclosure Schedules sets forth, by reference to the applicable subsection of this Section 4.08(a), 5.10 identifies all of the following Contracts by which any of the Sold Assets are bound or affected or to which a Seller is a party, party or by which a either Seller or any of its assets or properties are bound, or is bound in respect of which a Seller receives revenue (each, a “Material Contract”):connection with the Specialty Plastics Business: (i) any Contract (A) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller not made in an the ordinary course involving aggregate amount consideration in excess of $15,000 100,000 and which cannot be cancelled without penalty or morewithout more than 60 days’ notice; (ii) any Contract relating that requires Seller to purchase or sell a partnership, joint venture, joint marketing, joint development stated portion of the requirements or similar joint arrangement with any Personoutputs of the Specialty Plastics Business or that contain “take or pay” provisions; (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement personal services or with independent contractors or consultants which by its terms is not terminable without material cost or liability to Seller on notice of 60 days or less or any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebyseverance agreement; (iv) any Contract that provides forsupplier, dealer, distributor, sales agency, or relates to, Indebtednessbrokerage Contract; (v) any Contract that restricts a Seller from (A) engaging in relating to the lease or sale to or by others of any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Sellerreal property; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights for capital expenditures in excess of first refusal or rights of first negotiation to any Person$100,000; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to for the purchase or obtain a minimum sale of materials or specified amount supplies or the performance of any product or service from any Personservices other than purchase orders in the ordinary course that involves aggregate consideration of more than $100,000; (viii) any rebate arrangement or other similar Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation given to any Personcustomer or received from any supplier; (ix) any Contract with any labor unionconsignment, employee association or any collective bargaining agreement committed inventory, ledger balance inventory, or similar Contract with Employeeseither a supplier or a customer; (x) any settlement agreement entered into since Contract restricting Sellers’ ability to conduct the date Specialty Plastics Business or use any trade names that is five (5) years from constitute Sold Assets in any place in the date world or during any period of this Agreement (including any agreement under which any employment-related claim is settled)time; (Axi) any Contract relating to indebtedness (including without limitation guarantees) that includes an obligation by a Seller to indemnify any other Person against any claim will not be satisfied or released as of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other PersonClosing Date; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member providing for indemnification of any such Related Person or the assumption of any Tax, environmental, or other Liability of any Person; (xiii) any Contract pursuant relating to which a Seller has acquired a business joint venture or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwisepartnership; (xiv) any Contract that involves (A) relates to the sharing of profits with other Persons acquisition or (B) the payment of royalties to disposition by either Seller or any other PersonPerson of any portion of the Specialty Plastics Business or a material amount of stock or assets, or any real property used or held for use primarily in the Specialty Plastics Business; (xv) any Contract that contains an earn-out with or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice)subcontract involving any Governmental Authority; (xvi) any Contract with for the sale of any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution;of the Sold Assets; or (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale collective bargaining agreements or other transfer of Contracts with any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Personlabor union, trade unions, trade associations or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assetslabor organizations. (b) Each Material A true and complete copy of each of the Sold Contracts listed on Schedule 2.01(c) has been made available to Buyers or their representatives. Except as set forth on Schedule 5.10, as of the date hereof, each Sold Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No , and is a valid and binding agreement of the Seller orthat is a party to such Sold Contract and, to the Knowledge of Sellers, each of the other parties thereto, enforceable by or against such Seller’s knowledge, any and, to the Knowledge of Sellers, each of such other party thereto parties thereto, in accordance with its terms, subject to the General Enforceability Exceptions. Each Seller has performed and is in breach of or default under (or is alleged performing all obligations required to be performed under the Sold Contracts in breach of all material respects. Except as set forth on Schedule 5.10, no condition exists or default under) or event has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred thatoccurred, with or without notice or lapse of time or both, that would constitute an event of a material default by (i) either Seller under any Material Sold Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, (ii) to the knowledge Knowledge of Sellers, any other party to any Sold Contract. To the Knowledge of Sellers, (i) no Sold Contract is subject to any impending cancellation and there are no material disputes pending or threatened under any Material ContractSold Contract and (ii) neither Seller is bound by any material commitments under any Sold Contract for the performance of services or delivery of products in connection with the Specialty Plastics Business that such Seller is unable to perform or deliver in the ordinary course of business.

Contracts. (a) Schedule 4.08(a) of the Disclosure Schedules sets forth, by reference to the applicable subsection For purposes of this Section 4.08(a)Agreement, all each of the following Contracts shall be deemed to which a Seller is a party, by which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, constitute a “Material Significant Contract”):: (i) any Contract (Athat would be required to be filed by the Company as an exhibit to any Company SEC Document pursuant to Item 601(b)(4) with any Top Vendor, or (B601(b)(10) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or moreRegulation S-K under the Securities Act; (ii) any Contract (other than Company Employment Agreements) relating to the provision of services to the Acquired Corporations, which services are material to the operations of the Acquired Corporations, taken as a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Personwhole; (iii) any employment agreement or other material Contract for or relating to a Seller’s employment the lease or engagement sublease by any of the Acquired Corporations of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebyreal property; (iv) any Contract that provides for, or relates to, Indebtednesswith the Acquired Corporations’ top 20 customers; (v) any Contract that restricts would reasonably be expected to have a Seller from (A) engaging in any aspect material effect on the ability of the BusinessCompany to perform any of its obligations under this Agreement, (B) participating or competing in to consummate the Merger or any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Sellerthe other Contemplated Transactions; (vi) any Contract under Contract: (A) pursuant to which a Seller grants any exclusive rights Acquired Corporation will acquire any real property; or (including B) for the acquisition or disposition of any exclusive Intellectual Property licenses)business containing any profit sharing arrangements or “earn-out” arrangements, rights indemnification obligations of first refusal any Acquired Corporation or rights of first negotiation to any Personother contingent payment obligations; (vii) any Contract containing that is material to the Acquired Corporations taken as a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Personwhole; (viii) any other Contract that, following Closing, would identified in Part 2.10 of the Company Disclosure Schedule (which shall include each Contract imposing any restriction on the right or would purport toability of any Acquired Corporation: (A) require the Business to grant compete with any Intellectual Property licenseother Person; (B) restrict Buyer to acquire any product or other asset or any services from engaging in any of the activities described in Section 4.08(a)(vi)other Person; (C) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (D) to perform services for any other Person; or (CE) require Buyer to grant or be bound by transact business with any exclusive rightsother Person, rights of first refusal or rights of first negotiation in each case, which is material to any Personthe Acquired Corporations taken as a whole); (ix) any Contract with any labor union, employee association that evidences or is the primary document under which there arises indebtedness of the Company or any collective bargaining agreement Company Subsidiary (other than agreements with or similar Contract with Employees;among direct or indirect wholly owned Company Subsidiaries) in excess of $20,000,000; and (x) any settlement agreement entered into since Contract listed in Part 2.9(a)(ii) of the date that is five (5) years from the date Company Disclosure Schedule. The Company has Made Available to Parent an accurate and complete copy of this Agreement (including any agreement under which any employment-related claim is settled); (A) any each Company Contract that includes an obligation by constitutes a Seller to indemnify any other Person against any claim of infringementSignificant Contract, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller those specified in the ordinary course of business consistent with past practiceSection 2.10(a)(x); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) Each Material Company Contract is that constitutes a Significant Contract is: (i) valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller or; and (ii) is enforceable in accordance with its terms, subject to: (A) laws of general application relating to Seller’s knowledgebankruptcy, insolvency and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies, except, in the case of clauses “(i)” and “(ii)” of this sentence, as would not have and would not reasonably be expected to have or result, individually or in the aggregate, in a Company Material Adverse Effect. (c) Except as set forth in Part 2.10(c) of the Company Disclosure Schedule: (i) none of the Acquired Corporations has violated or breached, or committed any default under, any Company Contract; (ii) to the Knowledge of the Company, no other party thereto is in breach of Person has violated or default under (breached, or is alleged to be in breach of or committed any default under) or has provided or received any notice of any intention to terminate, any Material Significant Contract. No ; (iii) to the Knowledge of the Company, no event has occurred, and no circumstance or circumstance has occurred thatcondition exists, that (with or without notice or lapse of time time) could reasonably be expected to: (A) result in a violation or both, would constitute an event breach of any of the provisions of any Significant Contract; (B) give any Person the right to declare a default under any Material Significant Contract; (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Significant Contract; (D) give any Person the right to accelerate the maturity or performance of any Significant Contract; or (E) give any Person the right to cancel, terminate or modify any Significant Contract, and (iv) since January 1, 2010, none of the Acquired Corporations has received any written notice or other communication regarding any actual or possible violation or breach of, or default under, any Significant Contract except, in the case of clauses “(i)” through “(iv)” of this sentence, as would not have and would not reasonably be expected to have or result result, individually or in the aggregate, in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Company Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material ContractAdverse Effect.

Contracts. (a) Schedule 4.08(aSection 5.11(a) of the Disclosure Schedules sets forthLetter lists, by reference to as of the applicable subsection of this Section 4.08(a)Relevant Time , all of the following Contracts that are in effect and to which a Seller the Company is a partyparty or to which it, by which a Seller or any of its assets and properties, is bound (each such Contract and each Contract required to be listed in Section 5.11(a) of the Disclosure Letter, whether or properties are bound, or not set forth in respect such section of which a Seller receives revenue (eachthe Disclosure Letter, a “Material Contract”): (i) any Contract (A) employment and consulting Contracts with any Top Vendorcurrent and former Company Personnel, or (B) providing for payments (whether fixed, contingent or otherwise) by or other than employment offer letters issued to a Seller in an aggregate amount of $15,000 or moreCompany Personnel on the Company’s standard form made available to Buyer without material deviation; (ii) Contracts that limit the freedom of the Company or any Contract relating Affiliate to a partnership, joint venture, joint marketing, joint development compete in any line of business or similar joint arrangement with any Persongeographic area; (iii) Contracts with or involving (A) the Seller or any employment agreement Previous Seller or any Affiliate (other Contract for than the Company) of the Company or relating to a Seller’s employment of the Seller or engagement any Previous Seller or (B) any former holder of Company Capital Stock or any manager, officer, Employee or independent contractor, and any Affiliate (other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with than the transactions contemplated by this Agreement or the documents contemplated herebyCompany) thereof; (iv) Contracts for the purchase or sale of products or the furnishing or receipt of services (other than employment) (A) calling for performance over a period of more than one year, (B) requiring or otherwise involving payment by or to the Company of more than an aggregate of US$[***], (C) in which the Company has granted “most favored nation” pricing provisions or marketing or distribution rights relating to any Contract that provides for, products or relates to, Indebtednessterritory or (D) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (v) Contracts for any Contract that restricts a Seller from (A) engaging in any aspect of the Businessjoint venture, (B) participating partnership, joint product development, strategic alliance or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Sellerco-marketing arrangement; (vi) any Contract Contracts under which a Seller grants the Company has borrowed (or may borrow) any exclusive rights money from, or issued (including or may issue) any exclusive Intellectual Property licenses)note, rights bond, debenture or other evidence of first refusal or rights of first negotiation to Indebtedness to, any Person; (vii) Contracts involving any Contract containing a “requirements” provision mortgage or other provision obligating a Seller to purchase Lien other than Permitted Liens upon any real property or obtain a minimum or specified amount of any product or service from any Personother assets; (viii) Contracts involving any Contract thatresolution or settlement of any Action, following Closing, would investigation or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Personother dispute; (ix) any Contract with any labor union, employee association or any collective bargaining agreement engagement letter or similar Contract with Employeesany broker, finder or investment banker; (x) any settlement agreement entered into since the date that is five (5all Contracts listed in Section 5.12(b)(i) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sueDisclosure Letter; and (xixxi) any other Contract that is material to a Seller, Contracts involving future payments in excess of US$50,000 and not entered into in the Business or their respective operations, financial condition, properties or assetsOrdinary Course of Business. (b) Each Material Contract is in full force and effect, and is valid and binding on a Seller and enforceable in accordance with its terms against the Company and, to the Company’s knowledge, the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and general principles of equity, and has been negotiated in good faith on an “arm’s length” transaction basis. A true, correct and complete copy of each written Material Contract and a true, correct and complete summary of each oral Material Contract have been made available to Buyer. There is in full force and effect. No Seller no material violation, breach (including anticipatory breach) or default under any Material Contract by the Company or, to Seller’s knowledgethe knowledge of the Company, by any other party thereto, and no event has occurred or condition exists that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or, to the knowledge of the Company, any other party thereto is in breach of thereto, and the Company has not received or default under (or is alleged to be in breach of or default under) or has provided or received any given notice of any intention to terminate, any Material Contract. No event default or circumstance has occurred thatclaimed or purported or alleged default or state of facts which, with or without notice or lapse of time or both, would constitute an event a default on the part of default any party in the performance or payment of any Material Contract. No notice, waiver, consent or approval is required (or the lack of which would give rise to a right of termination, cancellation or acceleration of, or entitle any party to accelerate, whether after the giving of notice or lapse of time or both, any obligation under the Material Contracts) under or relating to any Material Contract or result in a termination thereof or would cause or permit connection with the acceleration or other changes execution, delivery and performance of any right or obligation the C/C Transaction Agreements or the loss consummation of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material Contracttransactions contemplated thereby.

Contracts. Schedule 4.12 sets forth a true, correct and complete list of the following written contracts, agreements, leases, commitments and other instruments to which a Seller is, or is performing obligations as though it were, a party (other than the Employment Agreements set forth on Schedule 4.14 and the Seller Benefit Plans set forth on Schedule 4.15), in each case only to the extent related to, in connection with or otherwise affecting the Assets, the Business or the ownership or operation of the Assets or the Business but only to the extent they will become Assumed Contracts: (a) Schedule 4.08(aeach lease or license involving any Assets (whether real, personal or mixed, tangible or intangible) involving an annual commitment or payment of more than $2,500,000 individually by any of the Disclosure Schedules sets forth, by reference to the applicable subsection of this Section 4.08(a), Sellers; (b) all of the following Contracts contracts and agreements to which a Seller is a party, by which a Seller party that limit or restrict any of the Sellers or any Key Business Employees of its assets or properties are bound, or any of the Sellers from engaging in respect of which a Seller receives revenue (each, a “Material Contract”): (i) any Contract (A) with business in any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or morejurisdiction; (iic) all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets, in each case requiring the payment by any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Personof the Sellers after the date hereof of an amount in excess of $2,500,000; (iiid) any employment agreement all contracts that provide for an increased payment or other Contract for benefit, or relating to a Seller’s employment accelerated vesting, upon the execution hereof or engagement of any manager, officer, Employee the Closing or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby; (ive) all contracts and agreements granting any Contract that provides for, Person a Lien (other than a Permitted Lien) on all or relates to, Indebtednessany part of the Assets; (vf) all contracts and agreements for the cleanup, abatement or other actions in connection with any Contract that restricts a Seller from (A) engaging in Hazardous Materials, the remediation of any aspect existing environmental condition or relating to the performance of the Business, (B) participating any environmental audit or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Sellerstudy; (vig) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation all contracts and agreements granting to any PersonPerson an option or a first refusal, first-offer or similar preferential right to purchase or acquire any of the Assets; (viih) all contracts and agreements with any Contract containing a “requirements” provision agent, distributor or other provision obligating a Seller to purchase representative that is not terminable without penalty on 90 days’ or obtain a minimum or specified amount of any product or service from any Personfewer notice; (viiii) all contracts and agreements for the granting or receiving of a license, sublicense or franchise under which any Contract thatPerson is obligated to pay or has the right to receive a royalty, following Closinglicense fee, would franchise fee or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging similar payment in any excess of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person$100,000 annually; (ixj) all joint venture or partnership contracts and all other contracts providing for the sharing of any Contract with any labor union, employee association or any collective bargaining profits (but excluding the limited partnership agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settledHuntsman Fuels); (Ak) all customer and supplier contracts, not terminable without penalty on 90 days’ or fewer notice either by the Seller party thereto or the applicable customer or supplier, for the provision of goods or services with a value in excess of $2,500,000 in any Contract that includes an obligation year during the two-year period ended December 31, 2005 by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other PersonSellers; (xiil) other than routine employment-related Contracts, all outstanding powers of attorney empowering any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member act on behalf of any such Related Personof the Sellers that would be binding on the Purchaser as a result of the closing of the transactions under this Agreement; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (Am) the sharing of profits with other Persons or software license agreements set forth on Schedule 4.12(m) (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice“Transferred Software License Agreements”); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xixn) all existing contracts, agreements, arrangements and commitments (other than those described in subsections (a) through (m) of this Section 4.12) to which any other Contract of the Sellers is a party or by which the Assets are bound (i) involving an annual commitment or annual payment to or from such Seller of more than $2,500,000 individually or (ii) that is material to a Sellerthe Business, individually. True, correct and complete copies of the Assumed Contracts described above in this Section 4.12 have been made available to the Purchaser or its representatives or agents. Subject to the following paragraph, the Business or their respective operationsAssumed Contracts are legal, financial conditionvalid, properties or assets. (b) Each Material Contract is valid binding and binding on a Seller enforceable in all material respects in accordance with its their respective terms with respect to the Sellers that are a party to such Assumed Contracts, and to the Sellers’ Knowledge with respect to each other Person party thereto, subject in each case to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts granting equitable remedies. There is in full force and effect. No Seller or, to Seller’s knowledge, no existing material default or breach by any other party thereto is in breach of or default the Sellers under any Assumed Contract (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred condition that, with notice or without lapse of time or both could constitute a material default or breach), and to the Sellers’ Knowledge, there is no such material default (or event or condition that, with notice or lapse of time or both, would could constitute an event a material default or breach) with respect to any third party to any such Assumed Contract. As of default under the date hereof, no party to any Material Assumed Contract or result in a termination thereof or would cause or permit the acceleration is (x) repudiating any provision thereof, (y) failing to perform its obligations thereunder claiming force majeure or other changes right to suspend performance or (z) claiming any right to offset, discount or otherwise ▇▇▇▇▇; in each case, in respect of any right material amount or performance obligation owing thereunder, and except, in the case of clause (z), only as expressly permitted by the applicable contract. None of the rights of either Seller in the Assumed Contracts is subject to a Lien other than a Permitted Lien. Schedule 4.12 identifies with an asterisk each Assumed Contract set forth therein that requires the consent of or notice to the loss other party thereto to avoid any breach, default or violation of benefit thereundersuch contract, agreement or other instrument in connection with the transactions contemplated hereby, including the assignment of such Assumed Contract to the Purchaser. Complete The representations and correct copies warranties in this Section 4.12 in respect of each Material Contract MTBE Contracts are given only as of the date hereof. Certain of the Assumed Contracts may not in fact have been made available executed on behalf of a Seller and/or other Person party (or intended to Buyerbe party) thereto or may have expired or be beyond their term. There are no disputes pending orThe Purchaser accepts the risk that if in fact any such contract was not fully executed or has expired or is beyond its term, it may not be enforceable by the Sellers (or after the Closing, the Purchaser), against any other party thereto. Subject to the knowledge preceding sentence, all representations and warranties of Sellersthe Sellers in the paragraph immediately above shall apply with respect to each such contract as if it had been fully and validly executed, threatened under any Material Contractor was within its stated term, as applicable.

Contracts. (a) Schedule 4.08(aSection 3.15(a) of the Company Disclosure Schedules Letter sets forth, by reference to as of the applicable subsection date hereof, a true, correct and complete list of this Section 4.08(a), all each of the following Contracts to which a Seller is a party, by which a Seller the Company or any of its assets or properties are bound, or in respect of which Subsidiaries is a Seller receives revenue (each, a “Material Contract”):party: (i) any Contract “material contract” (Aas such term is defined in Item 601(b)(10) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or moreRegulation S-K of the SEC); (ii) any Contract relating to a partnershipIndebtedness of the Company or any of its Subsidiaries (other than intercompany Indebtedness) and having an outstanding principal amount in excess of $500,000 in the aggregate (collectively, joint venture, joint marketing, joint development or similar joint arrangement with any Person“Instruments of Indebtedness”); (iii) any employment agreement Contract or obligation that (A) is a non-competition or exclusive dealing Contract or that otherwise purports to limit or restrict the ability of the Company or any of its Affiliates (including, after the Closing, Parent and its Affiliates) to solicit customers or to conduct business in any market or geographic area or (B) grants or purports to grant any right of first refusal, right of first offer or similar right or (C) contains a “most favored nation” clause or other Contract for term providing preferential pricing or relating treatment to a Seller’s employment third party, the termination or engagement breach of any managerwhich would reasonably be expected to have a material and adverse impact on the Company and its Subsidiaries, officer, Employee or independent contractor, and any other Contract with taken as a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebywhole; (iv) any Contract providing for indemnification that provides forcould reasonably be expected to result in payments in excess of $500,000 by the Company or any of its Subsidiaries, other than indemnity provisions in Contracts with customers or relates to, Indebtednesssuppliers of the Company or any of its Subsidiaries entered into in the Ordinary Course of Business; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating joint venture or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Sellerpartnership Contract; (vi) any Contract under which providing for any payments that are conditioned, in whole or in part, on a Seller grants change of control of the Company or any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Personits Subsidiaries; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Personcollective bargaining agreement; (viii) any Contract thatmaterial to the Company and its Subsidiaries, following Closingtaken as a whole, would providing for the outsourcing, contract manufacturing, testing, assembly or would purport to: fabrication (Aas applicable) require of any products, technology or services of the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in Company or any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Personits Subsidiaries; (ix) any Contract with material to the Company and its Subsidiaries, taken as a whole, relating to the supply of any labor union, employee association item used by the Company or any collective bargaining agreement or similar Contract with Employeesa Subsidiary that is the sole source available to supply such item; (x) any settlement agreement entered into since Contract material to the date that is five Company and its Subsidiaries, taken as a whole, granting the Company or any of its Subsidiaries a license, or other right to use, any Intellectual Property of any third party (5) years from the date of this Agreement (including any agreement under which any employmentexcluding commercially-related claim is settledavailable, off-the-shelf software); (Axi) any Contract that includes an obligation by entered into in the last five years providing for the acquisition or divestiture of a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Personbusiness; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller any Top Supplier or Top Customer; or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any other Contract pursuant not made in the Ordinary Course of Business that would reasonably be expected to which a Seller has acquired a business materially delay or entity, or substantially all prevent the consummation of the assets Merger or any of a business or entitythe transactions contemplated by this Agreement (the Contracts described in clauses (i) through (xiii), whether by way of mergertogether with the Real Property Leases, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties being referred to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practiceherein as “Material Contracts”); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) Each Material Contract is valid True, correct and binding on a Seller in accordance with its terms and is in full force and effect. No Seller or, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct complete copies of each Material Contract have been made available to BuyerParent. There are Each Material Contract is valid and binding on the Company and each of its Subsidiaries party thereto and, to the knowledge of the Company, any other party thereto, except for such failures to be valid and binding that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, there is no disputes pending breach or default under any Material Contract by the Company or any of its Subsidiaries party thereto or, to the knowledge of Sellersthe Company, threatened any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a breach or default thereunder by the Company or any of its Subsidiaries party thereto or, to the knowledge of the Company, any other party thereto. (c) There are no provisions in any Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. “Indebtedness” means, with respect to any Person, all obligations (including all obligations in respect of principal, accrued interest, penalties, prepayment penalties, fees and premiums) of such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of property, goods or services (other than trade payables or accruals incurred in the Ordinary Course of Business), (iv) under capital leases (in accordance with GAAP), (v) in respect of letters of credit, (vi) under interest rate or currency swap or other derivative or hedging instruments and transactions (valued at the termination value thereof), (vii) secured by any Lien on property or assets owned by such Person, whether or not the obligations secured thereby have been assumed, (viii) under any Material Contractsale and lease back transaction, Contract to repurchase securities sold or other similar financing transaction and (ix) in the nature of guarantees of the obligations described in clauses (i) through (viii) above of any other Person.

Contracts. (a) Schedule 4.08(a4.19(a) of the Seller Disclosure Schedules sets forthlists, by reference as of the Agreement Date, and Seller has made available to the applicable subsection of this Section 4.08(a)Buyer correct and complete copies of, all of the following Contracts to which a Seller is a party, by which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”):: (i) each Contract or group of related Contracts with the same Person for the performance of services or the delivery of any Contract goods, equipment or materials by Seller (A) other than the Contracts or group of related Contracts with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) the same Person entered into by or to a Seller in an the Ordinary Course of Business involving aggregate amount payments to or by Seller of less than $15,000 or more25,000 during any 12-month period); (ii) each collective bargaining agreement; (iii) each Contract which provides for the payment of any severance benefits, retention bonuses or sale bonuses to any Business Employee, other than bonuses paid in the Ordinary Course of Business; (iv) agreements between Seller, on the one hand, and Parent or any other of its Affiliates, on the other; (v) each Contract or group of related Contracts with the same Person relating to the lease of tangible assets, personal property or equipment, specifying in each case whether Seller is the lessee or lessor (other than Contracts or group of related Contracts with the same Person in the Ordinary Course of Business involving aggregate payments to or by Seller of less than $25,000 during any 12-month period); (vi) each Contract relating to the license or use of Intellectual Property, specifying in each case whether the license is to or from Seller, other than licenses, terms of service agreements and similar Contracts for “shrinkwrap,” “clickwrap,” or other similar “off-the-shelf” software that is available on a retail basis; (vii) each employment or consulting Contract (other than offer letters on Seller’s standard form) which on its terms provides for annual compensation in excess of $100,000; (viii) each Contract with an Authority; (ix) each Contract involving capital expenditures in excess of $5,000 or the sale of any capital asset; (x) each Contract relating to the borrowing of money or to mortgaging, pledging or otherwise placing an Encumbrance on any of the Purchased Assets or the Business that will survive the Closing; (xi) each Contract relating to the lending of money (other than advances of expenses to employees in the Ordinary Course of Business, and player markers issued in the Ordinary Course of Business and reflected in the Business’s books and records) or to taking any mortgage, pledge or otherwise placing an Encumbrance on any assets of any Person; (xii) each Contract relating to a partnership, joint ventureventure or joint development, joint marketing, joint development sales or similar joint arrangement with arrangement; (xiii) each Contract containing exclusivity, noncompetition, nonsolicitation or other provisions that prohibit, restrict or limit to any extent Seller’s right to (1) freely engage in any business anywhere in the world, or (2) solicit or engage the services of any Person; (iiixiv) each Contract that grants to any employment agreement Person the right to occupy any portion of the Facilities; and (xv) each Assigned Contract which requires Consent to an assignment of the Contract or other Contract for or relating to a Seller’s employment or engagement sale of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby; (iv) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, all or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned the Business’s assets or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) Each Material Contract Except as set forth in Schedule 4.19(b) of the Seller Disclosure Schedules, (i) each of the Assigned Contracts is valid and binding on a Seller in accordance with its terms and, to the Knowledge of Seller, each other party thereto, and is in full force and effect. No ; (ii) no Person has given written notice or alleged in writing to Seller or(or to the Knowledge of Seller, to Seller’s knowledge, otherwise alleged) that Seller or any other party thereto to any of the Assigned Contracts is in breach Breach thereof; (iii) to the Knowledge of Seller no event has occurred, and no circumstance exists that was caused by Seller or default under (Parent, and to the Knowledge of Seller no other circumstance exists, that has resulted or is alleged would reasonably be expected to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes Breach of any right of the Assigned Contracts by Seller or obligation by any other party thereto; and (iv) no party to any of the Assigned Contracts has in writing terminated or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available purported to Buyerterminate or requested any material modification or waiver thereof. There are no disputes pending or, to Contracts other than the knowledge Assigned Contracts and the Leases which are necessary for the operation or for the continued operation by Buyer of Sellers, threatened under any Material Contractthe Business as currently conducted in the Ordinary Course of Business.

Contracts. (a) Schedule 4.08(a) Section 4.14 of the Disclosure Schedules Schedule sets forth, by reference to the applicable subsection of this Section 4.08(a), all forth a complete and accurate list of the following Contracts to which a Seller is a party, by which a Seller the Company or any of its assets or properties are bound, or in respect Subsidiaries is a party as of which a Seller receives revenue the date hereof (each, a “Material Contract” and collectively the “Material Contracts”): (i) any Contract (Aincluding purchase orders) with any Top Vendor, that involves performance of services or (B) providing for payments (whether fixed, contingent delivery of goods or otherwise) materials by or to a Seller the Company or any of its Subsidiaries of an amount or value in an aggregate amount excess of $15,000 25,000 individually or more$75,000 in the aggregate with the same counterparty; (ii) any Contract relating to a partnership, joint venture, joint marketing, joint development capital expenditures and involving future payments in excess of $10,000 individually or similar joint arrangement with any Person$25,000 in the aggregate; (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement that expires more than one year after the date of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, this Agreement (including any Contract requiring that renews automatically unless a Seller party to make a payment to any managersuch Contract gives notice of non-renewal), officerexcept for non-disclosure agreements entered into in the ordinary course of business, Employee or independent contractor in connection with employment agreements entered into on the transactions contemplated by this Agreement or the documents contemplated herebyCompany’s standard form of employee agreement, licenses for Shrink-Wrapped Code and licenses of Open Source; (iv) any Contract with support obligations that provides for, or relates to, Indebtednesscannot be terminated with ninety (90) days’ notice without penalty; (v) any Contract that restricts a Seller from providing for indemnification by the Company or any of its Subsidiaries of any Person, other than Contracts entered in the ordinary course of business the purpose of which is not indemnification and where such indemnification is ancillary to the primary purpose of such Contracts; (vi) any dealer, distributor, reseller, sales representative, affiliate, joint marketing, strategic alliance, or similar Contract; (vii) (A) engaging in any aspect Contract (other than those required to be disclosed pursuant to Section 4.14(a)(xix) hereof) with any current shareholder, officer or director of the BusinessCompany, or any “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act) (any of the foregoing, a “Related Party”), including any Contract providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to or from any Related Party, or (B) participating any other Affiliate Agreement; (viii) any Contract limiting the ability of the Company or competing any of its Subsidiaries to engage or participate, or compete with any other Person, in any line of business, market or geographic area, (C) freely setting prices for its products (including or to make use of any Intellectual Property, or any Contract granting most favored customer pricing provisions)nation pricing, (D) soliciting potential employeesexclusive sales, consultantsdistribution, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision marketing or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or refusal, rights of first negotiation or similar rights and/or terms to any Person, or any Contract otherwise materially limiting the right of the Company or any of its Subsidiaries to sell, distribute or manufacture any products or services or to purchase or otherwise obtain any Intellectual Property, software, components, parts, subassemblies or services; (ix) any Contract with any labor unionall IP Contracts, employee association or any collective bargaining agreement or similar Contract with Employees; (xexcluding licenses for only Shrink-Wrapped Code, licenses of Open Source set forth in Section 4.12(r) any settlement agreement of the Disclosure Schedule, non-disclosure Contracts entered into since the date that is five (5) years from ordinary course of business consistent with past practice, Contracts for the date sale, license, support or service of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller Company Products in the ordinary course of business consistent with past practicepractice pursuant to the Company’s or its Subsidiaries’ standard customer Contract, the form of which has been made available to Buyer; (x) all licenses, sublicenses and other Contracts pursuant to which the Company or any of its Subsidiaries has agreed to any restriction on the right of the Company or any of its Subsidiaries to use or enforce any Company Intellectual Property or pursuant to which the Company or any of its Subsidiaries agrees to encumber, transfer or sell rights in or with respect to any Intellectual Property that are, or were, Company Intellectual Property; (xi) any Contract providing for the development of any Intellectual Property, independently or jointly, by or for the Company or any of its Subsidiaries, except for any Contract between the Company or any of its Subsidiaries and any of their respective Employees and Contractors; (xii) any trust, loan agreement, indenture, note, bond, debenture or any other document or Contract evidencing Indebtedness to any Person, any capitalized lease obligation, or any commitment to provide any of the foregoing, or any agreement of guaranty, or other similar commitment with respect to the obligations or Liabilities of any other Person; (xiii) any Contract for the disposition of any material portion of the assets or business (whether by merger, sale of shares, sale of assets or otherwise) of the Company or any of its Subsidiaries; (xiv) any Contract for the acquisition of the business or capital stock of another party (whether by merger, sale of stock, sale of assets or otherwise); (xv) any hedging, futures or other derivative Contract; (xvi) any Contract with any Governmental Authorityconcerning a joint venture, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college joint development or other post-secondary educational institutionsimilar arrangement with one or more Persons; (xvii) any Contract with a payment network (A) Contract, including any stock option plan, stock appreciation rights plan, stock purchase plan or processorphantom stock plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated or may be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, and (B) Share Restriction Agreement; (xviii) any Contract that (A) provides for creating any obligation with respect to the creation or development payment of any Intellectual Property severance, retention, bonus, success, change of control or other similar payment to any Person the payment or acceleration of which is triggered by Sellers for any other Personthe Company entering into this Agreement, or provides for the assignment, sale or other transfer consummation of any interest in Intellectual Property by a Seller to of the transactions contemplated hereby or any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, subsequent transactions or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; andevents; (xix) any Contract for the employment or engagement of any director, officer, employee or consultant of the Company or any of its Subsidiaries or any other type of Contract with any officer, employee, director or consultant of the Company or any of its Subsidiaries that is not immediately terminable by the Company or such Company’s Subsidiary without cost or Liability, including any Contract requiring it to make a payment to any director, officer, employee or consultant on account of the Acquisition (other than as expressly contemplated by this Agreement and other than Company Options award agreements); (xx) any Contract with any labor union or any collective bargaining agreement or similar contract with the Company’s or its Subsidiaries’ employees; (xxi) any settlement agreement with respect to any Action; (xxii) any Contract with any investment banker, broker, advisor or similar party, or any accountant, legal counsel or other Person retained by the Company or any of its Subsidiaries, in connection with this Agreement and the transactions contemplated hereby; (xxiii) any lease of personal property or other Contract materially affecting the ownership of, leasing of, or other interest in, any personal property; (xxiv) any Real Property Lease; (xxv) any Contract that as a result of the execution of this Agreement by the Company would require the Company or any of its Subsidiaries to provide notice to another Person or take any other action not otherwise required under the terms of such Contract, or would give rise to any additional rights or obligations under such Contract; or (xxvi) any other Contract that involves $10,000 individually or $25,000 in the aggregate or more and is material to a Seller, the Business or their respective operations, financial condition, properties or assetsnot cancellable without penalty within thirty (30) days. (b) Each Material Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller orTrue, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete complete and correct copies of each Material Contract (including all amendments thereto) have been made available to Buyer. There are no disputes pending orEach Material Contract is a valid and binding agreement of the Company or one of its Subsidiaries and, to the knowledge Knowledge of Sellersthe Company, threatened under each other party thereto, enforceable against the Company or one of its Subsidiaries, and, to the Knowledge of the Company, each other party thereto, in accordance with its terms, and is in full force and effect with respect to the Company and its Subsidiaries, as applicable, and, to the Knowledge of the Company, each other party thereto, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company and each of its Subsidiaries is in material compliance with and has not materially breached, violated or defaulted under, or received written notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in material breach, violation or default thereunder. (c) The Company and each of its Subsidiaries has performed all material obligations required to have been performed by the Company or its Subsidiaries pursuant to each Material Contract. (d) All outstanding indebtedness for borrowed money of the Company or its Subsidiaries may be prepaid without penalty, premium or other costs of any kind beyond principal and accrued interest.

Contracts. (a) Schedule 4.08(aSection 3.11(a) of the Osmotica Disclosure Schedules Schedule sets forth, by reference to as of the applicable subsection of this Section 4.08(a)date hereof, all each of the following Contracts to which a Seller is a partyunexpired leases, by which a Seller subleases, licenses, bonds, debentures, notes, mortgages, indentures, guarantees, other agreements or any of its assets contracts or properties are bound, or in respect of which a Seller receives revenue other legally binding instruments (each, a “Material Contract”):) to which any Osmotica Company is a party: any Contract, (i) the performance of which is reasonably expected to involve annual payments on the part of any Contract Osmotica Company in excess of $1,000,000 and is not terminable by such Osmotica Company on 90 days’ notice or less without premium or penalty (excluding sales orders and purchase orders issued in the ordinary course of business); (ii) with respect to a joint venture, partnership, distributor, reseller or other similar agreement; (iii) which limits or purports to limit the ability of any of the Osmotica Companies to compete in any line of business or with any person or in any geographic area or during any period of time or requires that any of the Osmotica Companies provide “most favored status,” “favored pricing” (or similar terms) to any customer or other person; (iv) that grants a Lien (other than an Osmotica Permitted Lien or a Lien that will be released as of the Closing) on any material asset of any of the Osmotica Companies; (v) that is a lease of real property; (vi) that provides for the acquisition of any person or any business unit thereof or the sale of any material asset (excluding inventory) of any of the Osmotica Companies outside the ordinary course of business; (vii) under which (A) with any Top Vendorperson directly or indirectly guarantees any liabilities or obligations of any of the Osmotica Companies, (B) any of the Osmotica Companies guarantees any liabilities or obligations of any other person or (C) any of the Osmotica Companies incurs indebtedness having an outstanding principal amount (or aggregate commitments) in excess of $1,000,000; (viii) that provides for the manufacture of Osmotica Products (or any part thereof) for any of the Osmotica Companies; (ix) that is an employment Contract for any current employee and is reasonably expected to involve payments of more than $150,000 in total compensation in 2015; (x) that is a consulting Contract for any current Contractor and is reasonably expected to involve payments of more than $150,000 in total compensation per year; (xi) under which the Osmotica Companies are providing products or services to customers (other than distributors and resellers) and for which the purchase of products or services from the Osmotica Companies for the twelve month period following the date hereof is reasonably expected to exceed $500,000; (xii) under which any of the Osmotica Companies is (A) a lessee or sublessee of tangible personal property, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or more; (ii) any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Person; (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement lessor of any managertangible personal property owned by the Osmotica Companies, officer, Employee or independent contractor, and in any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby; (iv) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from single lease under (A) engaging in any aspect of the Business, or (B) participating or competing having an original value in any line excess of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license$500,000; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business for capital expenditures or entity, the acquisition or substantially all construction of the fixed assets in excess of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets$500,000. (b) Each Material Contract is valid All Contracts required to be set forth in Sections 3.11(a) and 3.10(b) of the Osmotica Disclosure Schedule (such Contracts, the “Osmotica Business Contracts”) are valid, binding on a Seller in accordance with its terms and is in full force and effect. No Seller oreffect with respect to the applicable Osmotica Company and, to Seller’s knowledgethe Knowledge of Osmotica, the other party thereto, subject, as to enforcement, to the Enforceability Exceptions. None of the Osmotica Companies is in material breach or material default under any Osmotica Business Contract, and, to the Knowledge of Osmotica, no other party to any Osmotica Business Contract is in material breach or material default thereunder. As of the date of this Agreement, none of the Osmotica Companies has received any claim or notice of any material breach of or material default under any Osmotica Business Contract. As of the date hereof, there are no material disputes under any Osmotica Business Contract and none of the Osmotica Companies has received any notice that any other party thereto is in breach to any of the Osmotica Business Contracts intends to cancel or default under (or is alleged to be in breach of or default under) or has provided or received terminate any notice of any intention to terminate, any Material Osmotica Business Contract. No event or circumstance has occurred thatPrior to the date hereof, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete complete and correct copies of each Material Contract all Osmotica Business Contracts have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material ContractVertical/Trigen.

Contracts. (ai) Except as expressly contemplated by this Agreement, or as set forth in the Schedule 4.08(aof Exceptions, the Company and each of its Subsidiaries is not, and as of each of the Closings the Company and each of its Subsidiaries will not be, a party to, or bound by, and none of their respective assets is or will be subject to, any written or oral agreement, contract, commitment, order, license, lease or other instrument and arrangement of the types described below (the "Contracts"): (A) any pension, profit sharing, stock option, employee stock purchase or other plan providing for deferred, incentive or other compensation to employees, any other employee benefit plan, or any contract with any labor union; (B) any contract for the employment or personal services of any officer, individual employee or other person or entity on a full-time, part-time, consulting, advisory or other basis providing annual compensation in excess of $125,000 or which, in any way, restricts or limits the right of the Company or any Subsidiary to terminate such contract at will; (C) any loan agreement, indenture, letter of credit, security agreement, mortgage, pledge agreement, deed of trust, bond, note, or other agreement relating to the borrowing of money in excess of $125,000 or to the mortgaging, pledging, transferring of a security interest, or otherwise placing an Encumbrance on any material asset or material group of assets (whether tangible or intangible) of the Disclosure Schedules sets forthCompany or any Subsidiary; (D) any guarantee of the payment or performance of any Person in excess of $125,000; any agreement to indemnify any Person or act as a surety for an amount in excess of $125,000; any other agreement to be contingently or secondarily liable for the obligations of any Person; or any "keep well" or similar credit support arrangements; (E) any lease or agreement under which it is the lessee of or holds or operates any property, real or personal, owned by reference any other party requiring annual payments in excess of $125,000; (F) any contract or agreement or group of related agreements with the same party or any group of affiliated parties which requires or may in the future require an aggregate payment by or to the applicable subsection Company or any Subsidiary in excess of $125,000; (G) any contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (H) any material licenses, licensing arrangements and other similar contracts providing in whole or in part for the use by a third party of, or limiting the use by the Company or any Subsidiary of, any Intellectual Property; (I) any brokerage or finder's agreements relating to this Section 4.08(aTransaction; (J) any joint venture, partnership and similar contracts involving a sharing of profits or expenses (including joint development and joint marketing contracts); (K) any asset purchase agreements, all stock purchase agreements and other acquisition or divestiture agreements, including any agreements relating to the sale, lease or disposal of any assets of the following Contracts to which a Seller is a party, by which a Seller Company or any of its assets or properties are bound, or Subsidiaries for consideration in respect of which a Seller receives revenue (each, a “Material Contract”): (i) any Contract (A) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount excess of $15,000 50,000 or moreinvolving continuing indemnity or other obligations; (iiL) any Contract relating to a partnershipmaterial sales agency, joint venture, joint marketing, joint development marketing or similar joint arrangement with any Persondistributorship agreements; (iiiM) any employment agreement contracts which contain "take or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebypay" provisions; (ivN) any Contract that provides for, or relates to, Indebtedness[Intentionally omitted]; (vO) any Contract that restricts a Seller from (A) engaging in any aspect of the Businesscontracts, (B) participating agreements or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive arrangements regarding pre-emptive rights, rights of first refusal refusal, put or call rights or obligations, anti-dilution rights or other restrictions on or with respect to the issuance, sale or redemption of first negotiation to the capital stock of the Company or any Personof its Subsidiaries; (ixP) any Contract contracts, agreements or arrangements regarding the rights, obligations, restrictions on or with respect to the voting of any labor union, employee association of the capital stock of the Company or any collective bargaining of its Subsidiaries or the registration of such stock for offering to the public pursuant to the Securities Act; and/or (Q) any other contract, agreement or similar Contract with Employees; (x) any settlement agreement entered into since commitment not the date that is five (5) years from the date subject matter of this Agreement (including any agreement under which any employment-related claim is settled); clauses (A) through (P) above which is or could be reasonably expected to be material to the Company, any Contract that includes an obligation Subsidiary or the Business. (ii) The Company and each of its Subsidiaries has performed all obligations required to be performed by a Seller it to indemnify any other Person against date and is not in material default under, or in material breach of, or in receipt of any claim of infringementmaterial default under or material breach of, misappropriationany agreement to which it is a party or to which any of its assets is subject; the Company has no present expectation or intention of not fully performing, misuseor of permitting any of its Subsidiaries not to perform fully, dilution or violation all such obligations; and the Company does not have any knowledge of any Intellectual Propertymaterial breach or anticipated material breach by the other parties to any contract or commitment to which it or any of its Subsidiaries is a party or to which any of its or their assets is subject. (iii) To the knowledge of the Company, none of the officers of the Company or any Subsidiary is a party to any oral or written contract which prohibits, restricts or limits his or her performance of his or her duties or the fulfillment of his or her obligations as an employee and an officer of the Company or any Subsidiary. (iv) Each Contract is a legal, valid, binding and enforceable obligation of the Company or a Subsidiary, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellersthe Company, a Family Member the other parties thereto, subject to applicable bankruptcy, insolvency, or other similar laws affecting the enforceability of creditors' rights generally and court decisions with respect thereto, and the discretion of courts in granting equitable remedies. Except as set forth in the Schedule of Exceptions, no Consent of any such Related Person; (xiii) Person is required under any Contract pursuant to which as a Seller has acquired a business result of or entity, in connection with the execution and delivery by the Company or substantially all any of its Subsidiaries or the performance by the Company or any of its Subsidiaries of its obligations hereunder or under any of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) Each Material Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller or, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation Other Agreements or the loss consummation by the Company or any of benefit thereunder. Complete and correct copies its Subsidiaries of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material Contracttransactions contemplated hereby or thereby.

Contracts. (a) Except for this Agreement and the Ancillary Agreements, and except as disclosed on Schedule 4.08(a) 4.11, neither Company nor any of the Disclosure Schedules sets forth, its Subsidiaries is a party to or bound by reference to the applicable subsection of this Section 4.08(a), all any of the following Contracts to which a Seller is a party, by which a Seller agreements (whether written or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”oral): (i) any Contract (A) with any Top Vendorpartnership, joint venture, or (B) providing for payments other similar Contract or arrangement, or any Contract relating to the acquisition or disposition of any business or assets (whether fixedby merger, contingent sale of stock, sale of assets, or otherwise) by or to a Seller in an aggregate amount of $15,000 or more); (ii) any Contract relating to a partnershipIndebtedness (in any case, joint venturewhether incurred, joint marketingassumed, joint development guaranteed, or similar joint arrangement secured by any asset) or any Contract, indenture, or other instrument that contains restrictions with respect to payment of any Persondistribution in respect of the Capital Stock; (iii) any employment agreement Contract that limits the freedom of the Company to market, sell, or other Contract for otherwise distribute its products or relating provide its services in any geographic area, or to a Seller’s employment compete in any line of business or engagement of geographic area or with any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebyPerson; (iv) any Contract that provides for, or relates to, Indebtednesswhich limits sub-contracting; (v) any Contract that which limits or restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Selleroffshoring; (vi) any Contract under including most-favored customer or nation, benchmarking or any other provision which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Personresets the pricing therein; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Personwhich contains limitations on assignment; (viii) any Contract that, following Closing, would or would purport to: arrangement with (Ai) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); its Affiliates, (ii) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by any of its Affiliates or (Ciii) require Buyer to grant any director or be bound by officer of Company or its Subsidiaries or with any exclusive rights, rights “associate” or any member of first refusal the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any such director or rights of first negotiation to any Personofficer; (ix) any Contract with any labor unionmanagement service, employee association consulting, or any collective bargaining agreement or other similar Contract with Employeestype of Contract; (x) any settlement agreement entered into since warranty, guaranty, or other similar undertaking with respect to a contractual performance extended by the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled)Company or its Subsidiaries; (Axi) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, with no limitation on the Company’s or any similar commitment with respect to, the Liabilities or Indebtedness of any other Personits Subsidiaries’ liability thereunder; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Personwhich does not exclude implied warranties; (xiii) any Contract pursuant to which a Seller has acquired a business includes indemnities other than for confidentiality, intellectual property infringement, bodily injury and death, tax liability or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwisecompliance with applicable Laws; (xiv) any employment, deferred compensation, severance, bonus, retirement, or other similar Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Personplan; (xv) any Contract that contains an earninvolving payments by or to the Company or any of its Subsidiaries of more than $25,000 in any consecutive 12-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice)month period; (xvi) any Contract with any Governmental Authorityagency, any prime contractordealer, higher-tier subcontractor or reseller to a Governmental Authoritysales representative, or universitydistributor for the marketing, college selling, and distribution of Company’s or other post-secondary educational institutionany of its Subsidiaries’ products and services; (xvii) any Contract with a payment network material license, franchise, or processorsimilar Contract; (xviii) any Contract that (A) provides for the creation or development leases of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; andReal Property; (xix) any Contract that would prevent consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, or the continued operation of the Business after the date of this Agreement or the Closing Date on substantially the same basis as historically operated; or (xx) any other Contract not made in the Ordinary Course that is material to a Seller, the Business Company or their respective operations, financial condition, properties or assetsany of its Subsidiaries. (b) Each Material Contract disclosed on Schedule 4.11 or any other schedule to this Agreement or required to be disclosed on Schedule 4.11 or any other schedule to this Agreement is a valid and binding on a Seller in accordance with its terms and Contract of the Company or such Subsidiary, is in full force and effect (subject to the effect. No Seller or, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunction relief and other equitable remedies), and neither the Company nor the applicable Subsidiary nor any of their respective Affiliates nor, to Seller’s knowledgethe knowledge of the Company, any other party thereto thereto, is in default or breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice the terms of any intention to terminate, any Material such Contract. No event To the knowledge of the Company, there is no event, occurrence, condition, or circumstance has occurred act (including the consummation of the transactions contemplated hereby, and assuming the satisfaction of all conditions to the parties’ respective conditions to Closing) that, with or without the giving of notice or lapse the passage of time or bothtime, would constitute an reasonably be expected to result in a default or event of default under any Material such Contract or result in a termination thereof or would cause or permit by any of the acceleration or other changes of any right or obligation or parties thereto. The Company has delivered to the loss of benefit thereunder. Complete Buyer true and correct complete copies of each Material written Contract have been made available listed or required to Buyer. There are no disputes pending orbe listed on Schedule 4.11 and true and complete summaries of all oral Contracts. (c) Neither Company nor any of its Subsidiaries has received any written, or to the knowledge of Sellersthe Company any oral, threatened under notice alleging breach of any Material Contract, terminating or threatening to terminate any Contract or of an intent not to renew a Contract.

Contracts. (a) Schedule 4.08(aSection 4.11(a) of the Seller’s Disclosure Schedules Schedule sets forth, by reference to the applicable subsection forth a complete and accurate list of this Section 4.08(a), all of the following Contracts to which a Seller is a party, by which a Seller the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of its or their assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”):subject: (i) any Contract (A) with any Top VendorContracts for the purchase or lease of materials, supplies, goods, services, equipment or (B) providing for other assets requiring aggregate payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount excess of $15,000 or more100,000; (ii) Contracts for the sale by the Company or any Contract relating to of its Subsidiaries of materials, supplies, goods, services, equipment or other assets (other than coal) having a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Personvalue in excess of $50,000; (iii) Contracts requiring the Company or any employment agreement of its Subsidiaries to purchase its total requirements of any product or service from a Third Party or that contain “take or pay” or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebyminimum purchase requirements provisions; (iv) any Contract that provides forContracts for the purchase, sale or relates totransport of coal (collectively, Indebtednessthe “Coal Supply Agreements”); (v) Contracts with coal brokers for the sale of coal; (vi) Contracts to supply or provide contract mining services and any Contract that restricts a Seller from other Contracts with coal mine operators or their Affiliates, directors, managers, officers, stockholders or partners; (Avii) engaging partnership, joint venture or similar Contracts; (viii) employment, severance, stay, bonus, termination, change in any aspect control, consulting or similar Contracts; (ix) Contracts containing covenants not to compete or other covenants restricting or purporting to restrict the right of the Business, (B) participating Company or competing any of its Subsidiaries or Affiliates to engage in any line of business, market acquire any property, develop or geographic areadistribute any product, (C) freely setting prices for its products provide any service (including most favored customer pricing provisions)geographic restrictions) or to compete with any Person, (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants granting any exclusive rights (including any exclusive Intellectual Property licenses)distribution rights, rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); market, field or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employeesterritory; (x) Contracts with the Seller or any settlement agreement entered into since Affiliate of the date that is five (5) years from Seller, the date Company or any of this Agreement (including any agreement under which any employment-related claim is settled)its Subsidiaries, other than Coal Supply Agreements; (Axi) any Contract that includes an obligation by a Seller to indemnify any Notes, debentures, bonds, equipment trusts, letters of credit, loans or other Person against any claim Contracts for or evidencing Indebtedness or the lending of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Personmoney including Bonds; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; Contracts (xiiiincluding keepwell agreements) any Contract pursuant to under which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) any Person has directly or indirectly guaranteed Indebtedness or other Liabilities of the sharing Company or any of profits with other Persons its Subsidiaries or (B) the payment Company or any of royalties to any other Person; (xv) any Contract that contains an earn-out its Subsidiaries has directly or indirectly guaranteed Indebtedness or other contingent payment or obligation Liabilities of any Third Party (which contingent payment or obligation is not related to a warranty or rights in each case other than endorsements for the purpose of indemnification granted by a Seller collection in the ordinary course of business consistent with past practice); (xiii) Contracts under which the Company or any of its Subsidiaries has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Third Party; (xiv) Contracts under which there is a continuing obligation to pay any “earn out” payment or deferred or contingent purchase price or any similar payment respecting the purchase of any business or assets; (xv) Contracts that are material to the conduct of the business of the Company or its Subsidiaries as currently conducted (i) under which any Company Intellectual Property is licensed to any Third Party, or (ii) that constitute Intellectual Property licensed by the Company or its Subsidiaries (excluding generally-commercially‑available off‑the‑shelf software programs that in each case has incurred license fees of less than $2,500), identifying in each case whether such license is exclusive or non‑exclusive; (xvi) any Contract Contracts with any Governmental AuthorityEntity with a value in excess of $50,000, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institutionthan Permits; (xvii) Contracts other than the Leases, the Contractor Mining Agreements or the Lafayette Agreements which require payment by the Company or its Subsidiaries of any Contract with a payment network or processor;royalties; and (xviii) any Contract Contracts that (Aare otherwise material to the Mining Operations and not previously disclosed pursuant to this Section 4.11. The Contracts required to be listed on Section 4.11(a) provides for of the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability Disclosure Schedule are collectively referred to useherein as the “Company Contracts.” The Seller has made available complete and accurate copies of each Company Contract (including all material amendments, enforce or otherwise exploit any Intellectual Property owned or purported modifications, extensions and renewals thereof and related notices relating thereto) to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assetsPurchaser. (b) Each Material Except as set forth on Section 4.11(b) of the Seller’s Disclosure Schedule, (i) each Company Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller oreffect and valid and enforceable in accordance with its terms, (ii) each of the Company and its Subsidiaries and, to the Knowledge of the Seller’s knowledge, all other parties thereto have complied with and are in compliance with the provisions of each Company Contract in all material respects, (iii) neither the Company nor any of its Subsidiaries is, nor to the Knowledge of the Seller, any other party thereto is is, in breach material default in the performance, observance or fulfillment of any obligation, covenant, condition or default under (or is alleged to be other term contained in breach any Company Contract, and neither the Company nor any of or default under) or its Subsidiaries has provided given or received notice to or from any Person relating to any such alleged or potential default that has not been cured, and (iv) the Company Contracts are all of the Contracts that are material to or necessary for the conduct of the Company’s and its Subsidiaries’ businesses or the Mining Operations. (c) Except as disclosed in Section 4.11(c) of the Seller’s Disclosure Schedule: (i) neither the Company nor any of its Subsidiaries has received written notice from any party to a Coal Supply Agreement threatening to suspend shipments under such Coal Supply Agreement due to an alleged breach by the Company or any of its Subsidiaries of such Coal Supply Agreement; (ii) there have been no whole or partial assignments or other transfers of any intention of the Coal Supply Agreements or of any interest therein by the Company or any of its Subsidiaries; (iii) none of the parties to terminateany of the Coal Supply Agreements has made any written claim to the Company or any of its Subsidiaries, any Material Contract. No event or circumstance has occurred that, with or without either by contractually-required notice or lapse otherwise, of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes existence of any right force majeure events, which materially affect or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract could materially affect future deliveries under such Coal Supply Agreement; (iv) no written claims have been made available or, to Buyer. There the Knowledge of the Seller, threatened under any economic hardship or similar provisions of any of the Coal Supply Agreements; (v) there have been no written demands by any of the parties to any of the Coal Supply Agreements for adequate assurance of performance, whether made pursuant to the terms of the Coal Supply Agreements or pursuant to statutory or common law; (vi) there are no disputes pending or, to the knowledge Knowledge of Sellersthe Seller, threatened material pricing disputes under the Coal Supply Agreements; (vii) no party to any of the Coal Supply Agreements has currently suspended or, to the Knowledge of the Seller, threatened to suspend its performance of the terms and conditions of the applicable Coal Supply Agreement either under the terms of such Coal Supply Agreement or otherwise; (viii) none of the customers or sellers under any Material Contractof the Coal Supply Agreements has sought to renegotiate, alter or terminate any of the terms of the Coal Supply Agreements by any means, including, but not limited to, litigation, arbitration, renegotiation under the terms of the Coal Supply Agreements or renegotiation outside of the terms of the Coal Supply Agreements; and (ix) neither the Company nor any of its Subsidiaries is obligated to deliver any quantities of coal under any Coal Supply Agreement, the consideration for which has been pre-paid.

Contracts. (a) Schedule 4.08(a) Section 4.7 of the Company Disclosure Schedules Letter sets forth, by reference to the applicable subsection of this Section 4.08(a), forth all of the following Contracts Contractual Obligations to which a Seller is a party, by which a Seller the Company or any of its assets the Retained Subsidiaries is a party or properties are boundby which any of them is bound (collectively with each of the Filed Contracts, or in respect of which a Seller receives revenue (each, a the “Material ContractContracts”):); (i) Contractual Obligations (including any Contract (Apurchase order) with any Top Vendor, or (B) undelivered balance providing for the sale of products or provision of services pursuant to which the Company and the Retained Subsidiaries are entitled to receive payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of more than $15,000 or more1,000,000; (ii) Contractual Obligations (including any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement purchase order) with any Personundelivered balance providing for an expenditure by the Company and the Retained Subsidiaries in excess of $1,000,000; (iii) any employment agreement or other Contract for or relating Contractual Obligations that relate to a Seller’s employment or engagement the sale of any managerof the Company’s or any of the Retained Subsidiaries’ assets, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor than in connection with the transactions contemplated by this Agreement or the documents contemplated herebyordinary course of business; (iv) Contractual Obligations that relate to the acquisition of any Contract that provides forbusiness, a material amount of stock or relates toassets of any other Person or any real property (whether by merger, Indebtednesssale of stock, sale of assets or otherwise); (v) Except for Contractual Obligations relating to trade receivables, Contractual Obligations relating to Indebtedness, in each case having an outstanding principal amount in excess of $1,000,000; (vi) Contractual Obligations for joint ventures, strategic alliances or partnerships; (vii) Contractual Obligations that grant to any Contract that restricts a Seller from Person other than the Company or the Retained Subsidiaries any (A) exclusive license, supply, distribution or other rights (it being understood that any requirement to conform to customer specifications will not be considered an exclusive right for purposes of this clause (A)), (B) “most favored nation” rights, (C) rights of first refusal, rights of first negotiation or similar rights or (D) exclusive rights to purchase any of the Company’s or the Retained Subsidiaries’ products or services; (viii) Distributor, sales representative, marketing or advertising Contractual Obligations; (ix) Contractual Obligations with any employee, officer or consultant of the Company or the Retained Subsidiaries, including any severance, retention, change of control or other similar Contractual Obligation pursuant to which the Company or any of the Retained Subsidiaries is or may become obligated to make any severance, bonus or other payment; (x) Contractual Obligations under which the Company or any of its Subsidiaries has made advances or loans to any other Person, except for advances of business expenses of up to $10,000 in the ordinary course of business; (xi) Contractual Obligations providing for any minimum or guaranteed payments by the Company or any of the Retained Subsidiaries to any Person in excess of $1,000,000 annually; (xii) Contractual Obligations with any customer or distributor that give any guarantee or warranty or make any representation in respect of any Company products or services, in each case valued in excess of $1,000,000, other than (A) any guarantee or warranty implied by law or (B) any standard guarantee or warranty on the form that has heretofore been made available to Parent; (xiii) Contractual Obligations containing covenants that purport to (A) restrict or limit in any respect the ability of the Company, the Retained Subsidiaries or any of the Company’s future Subsidiaries or Affiliates to compete in any geographical area, market or line of business, (B) restrict or limit the Company, the Retained Subsidiaries or any of the Company’s future Subsidiaries or Affiliates from selling products or delivering services to any Person, (C) other than confidentiality agreements with customers entered into in the Ordinary Course of Business, restrict the Company, the Retained Subsidiaries or any of the Company’s future Subsidiaries or Affiliates from hiring any Person or (D) otherwise restrict the Company, the Retained Subsidiaries or any of the Company’s future Subsidiaries or Affiliates from engaging in any aspect of the Business, (B) participating or competing in any line of its business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller;; and (vixiv) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract Contractual Obligations with any labor organization, union, employee works council, workers’ association or any collective bargaining agreement or similar Contract with Employees;other employee representative body. (xb) The Company has heretofore made available to Parent correct and complete copies of each Material Contract, together with any settlement agreement entered into since and all amendments and supplements thereto and material “side letters” and similar documentation relating thereto. Each Material Contract is in full force and effect and is valid and binding obligation of the date that Company or its Subsidiaries and, to the knowledge of the Company, each other party thereto. The Company and the Retained Subsidiaries have performed and complied in all material respects with all obligations required to be performed or complied with by it under each Material Contract. There is five (5) years from no default under any Material Contract by the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution Company or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller Retained Subsidiaries or, to the knowledge of Sellersthe Company, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Personparty, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) Each Material Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller or, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No no event or circumstance has occurred that, that with or without notice or the lapse of time or both, the giving of notice or both would constitute an event of a default under any Material Contract or result in a termination thereof or would cause or permit thereunder by the acceleration or other changes of any right or obligation Company or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending Retained Subsidiaries, or, to the knowledge of Sellersthe Company, threatened under by any Material Contractother party.

Contracts. (a) Except as set forth on Schedule 4.08(a3.11, LTC is neither a party to, nor bound by, any material lease, agreement, contract, commitment or other legally binding contractual right or obligation (whether written or oral) that is of the Disclosure Schedules sets fortha type described below (collectively, by reference to the applicable subsection of this Section 4.08(a), all of the following Contracts to which a Seller is a party, by which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”"Contracts"): (i) any Contract (A) with any Top Vendor, or (B) providing for payments lease (whether fixed, contingent of real or otherwise) by or to a Seller in an aggregate amount of $15,000 or morepersonal property); (ii) any Contract relating to a partnershipagreement for the purchase of materials, joint venturesupplies, joint marketinggoods, joint development services, equipment or similar joint arrangement with any Personother assets; (iii) any employment agreement sales, distribution or other Contract similar agreement providing for the sale by LTC of materials, supplies, goods, services, equipment or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebyassets; (iv) any Contract that provides forpartnership, joint venture or relates to, Indebtednessother similar agreement or arrangement; (v) any Contract that restricts pursuant to which any third party has rights to own or use any material asset of LTC, including, without limitation, any Intellectual Property Right of LTC; (vi) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or granting to any Person a Seller from right of first refusal, first offer or other right to purchase any of LTC's assets; (Avii) engaging any agreement relating to Indebtedness (in any aspect case, whether incurred, assumed, guaranteed or secured by any asset); (viii) any license, franchise or similar agreement; (ix) any agency, dealer, sales representative, marketing or other similar agreement; (x) any Contract that may not be terminated by LTC without payment of penalty or on 90 days' or less prior notice; (xi) any agreement that limits the Business, (B) participating or competing freedom of LTC to compete in any line of business, market geographic area or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) any agreement with (A) any stockholder of LTC or any other than routine employment-related ContractsAffiliate of LTC, or (B) any Contract director or officer of LTC or with a Related Person any "associate" or any member of a Seller or, to the knowledge "immediate family" (as such terms are respectively defined in Rules 12b-2 and 16a-1 of Sellers, a Family Member the Exchange Act) of any such Related Persondirector or officer; (xiii) any Contract pursuant to which a Seller has acquired a business management service, consulting or entity, or substantially all any other similar type of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwiseagreement; (xiv) any Contract that involves (A) the sharing of profits warranty, guaranty or other similar undertaking with other Persons or (B) the payment of royalties respect to any other product or contractual performance (or LTC's standard forms of any of the foregoing) or agreement to indemnify any Person; (xv) any Contract that contains an earn-out employment, deferred compensation, severance, bonus, retirement or other contingent payment similar agreement or obligation (which contingent payment plan in effect as of the date hereof entered into or obligation is not related to a warranty or rights of indemnification granted adopted by a Seller in the ordinary course of business consistent with past practice)LTC; (xvi) any Contract with any Governmental Authorityother agreement, any prime contractorcommitment, higher-tier subcontractor arrangement or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for plan not made in the creation or development Ordinary Course of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer Business of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract LTC that is material to a Seller, the Business or their respective operations, financial condition, properties or assetsLTC. (b) Each Material Contract disclosed in or required to be disclosed in Schedule 3.11 is a valid and binding on a Seller agreement of LTC and, to the knowledge of LTC, each other party thereto, enforceable in accordance with its terms respective terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and is in full force similar laws affecting the enforcement of creditors' rights generally and effectby general equitable principles. No Seller orNeither LTC nor, to Seller’s knowledgethe knowledge of LTC, any other party thereto to any such Contract is in default or breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without due notice or lapse of time or both) in any material respect under the terms of any such Contract. To the knowledge of LTC, there is no event, occurrence, condition or act which, with the giving of notice or the passage of time or both, or the happening of any other event or condition, would constitute an reasonably be expected to become a material default or breach or event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material such Contract.

Contracts. (a) Schedule 4.08(a) 2.11 contains a list of the Disclosure Schedules sets forth, by reference to the applicable subsection of this Section 4.08(a), all of the following Contracts: (a) Contracts to which a Seller is a party, by which a Seller or for the employment for any period of its assets or properties are boundtime whatsoever, or in respect of which a Seller receives revenue (each, a “Material Contract”): (i) any Contract (A) with any Top Vendorregard to the employment, or (B) providing for payments (whether fixedrestricting the employment, contingent of any employee of the Company or otherwise) by or the Subsidiary, other than offer letters provided to a Seller at-will employees in an aggregate amount the Ordinary Course of $15,000 or moreBusiness; (iib) collective bargaining Contracts; (c) plans and Contracts providing for bonuses, deferred compensation, stock options or synthetic equity; (d) Contracts with customers (“Material Customer Contracts”) and vendors (“Material Vendor Contracts”) for the purchase or sale of goods or services involving payments in respect of any single Contract in excess of $25,000 in any 12-month period; (e) Contracts in which the Company or the Subsidiary have granted “most favored nation” terms or exclusive marketing or distribution rights relating to a partnershipany Products or territory; (f) Personal Property Leases that provide for an annual rent in excess of $25,000; (g) the Leases; (h) Contracts restricting in any manner the right of the Company or the Subsidiary to compete with any other Person, joint venture, joint marketing, joint development to sell to or similar joint arrangement with purchase from any other Person or to solicit for employment or hire any Person; (iiii) any employment agreement Contracts of agency, representation, distribution, or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with franchise that cannot be canceled by the transactions contemplated by this Agreement Company or the documents contemplated herebySubsidiary without payment or penalty upon notice of 90 days or less; (ivj) any Contract that provides forloan or credit agreements, pledge agreements, notes, security agreements, mortgages, debentures, indentures, factoring agreements or relates to, letters of credit and all other Contracts evidencing Indebtedness; (vk) any Contract that restricts a Seller from (A) engaging in any aspect of the Businessguaranties, (B) participating performance, bid or competing in any line of business, market completion bonds or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers surety or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Sellerindemnification Contracts; (vil) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal partnership agreements or rights of first negotiation to any Personjoint venture agreements; (viim) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any PersonIntellectual Property Licenses; (viiin) any Contract that, following Closing, would all unexpired written bids or would purport to: (A) require the Business proposals to grant any Intellectual Property license; (B) restrict Buyer from engaging in enter into any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date Contracts identified above that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract a nature that includes an obligation it could be as presented, be accepted by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution third party and thereby be binding upon the Company or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sueSubsidiary; and (xixo) all other Contracts that provide for the receipt or expenditure of more than $25,000 in any other Contract that is material to a Sellersingle year, except Contracts for the Business purchase or their respective operations, financial condition, properties sale of goods or assets. (b) Each Material Contract is valid and binding on a Seller rendering of services in accordance with its terms and is in full force and effect. No Seller or, to Seller’s knowledge, any other party thereto is in breach the Ordinary Course of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material Contract.Business

Contracts. (a) Schedule 4.08(aSection 2.18(a) of the Disclosure Schedules sets forth, by reference Schedule (with paragraph ------------------------------------------ references corresponding to the applicable subsection those set forth below) contains a true and complete list of this Section 4.08(a), all each of the following Contracts or other arrangements (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 Seller is a party or by which any of the Assets is bound: (A) all Contracts (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 in any year, other than with respect to salary or incentive compensation payments in the ordinary course of business, to any Employee; (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 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 licensors, licensees, distributors, dealers, manufacturer's representatives, sales agencies or franchises with whom Seller deals in connection with the Business; (v) all Contracts to which Seller is a party, or by which a Seller or any of its assets or properties are is bound, or in respect of which a Seller receives revenue (each, a “Material Contract”): (i) any Contract (A) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or that relate to a Seller in an aggregate amount of $15,000 or more; (ii) any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Person; (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby; (iv) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a SellerAssets; (vi) to the extent relevant to the Business, the Assets or the Acquisition, all Contracts between or among Seller, on the one hand, and any Contract under which a officer, director, Affiliate of Associate of Seller grants or any exclusive rights (including Associate of any exclusive Intellectual Property licenses)such officer, rights of first refusal director or rights of first negotiation to any PersonAffiliate, on the other hand; (vii) any Contract containing a “requirements” provision to the extent relevant to the Business, the Assets or other provision obligating a Seller to purchase the Acquisition, all collective bargaining or obtain a minimum or specified amount of any product or service from any Personsimilar labor Contracts; (viii) any Contract thatto the extent relevant to the Business, following Closingthe Assets or the Acquisition, would or would purport to: (A) require the Business all Contracts relating to grant any Intellectual Property license; (B) restrict Buyer from engaging in any Indebtedness of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any PersonSeller; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller all Contracts relating to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing future disposition or acquisition of profits with any Assets, other Persons than dispositions or (B) the payment acquisitions of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller Inventory in the ordinary course of business consistent with past practice), and (B) to the extent relevant to the Business, the Assets or the Acquisition, any merger or other business combination; (xvix) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution;all Contracts containing development obligations of Seller that have not been completed; and (xviixi) any Contract all other Contracts with a payment network or processor; (xviii) any Contract respect to the Business that (A) provides for involve the creation payment or development potential payment, pursuant to the terms of any Intellectual Property such Contract, by Sellers for any other Person, or provides for the assignment, sale or other transfer to Seller of any interest in Intellectual Property by a Seller to any other Person; more than $5,000 annually and (B) provides for the creation cannot be terminated within thirty (30) days after giving notice of development of termination without resulting in any Intellectual Property for a Seller by any other Person, material cost or provides for the assignment, sale or other transfer of any interest in Intellectual Property penalty to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) Each Material Contract is valid and binding on a Seller required to be disclosed in accordance with its terms and Section 2.18(a) of the ---------------------- Disclosure Schedule is in full force and effect. No effect and constitutes a legal, valid ------------------- and binding agreement, enforceable in accordance with its terms, of each party thereto; and except as disclosed in Section 2.18(b) of the Disclosure Schedule, ------------------------------------------ neither Seller ornor, to the Knowledge of Seller’s knowledge, any other party thereto is to such Contract is, or has received notice that it is, in violation or breach of or default under any such Contract (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event be in violation or breach of or default under any Material Contract or result such Contract) in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material Contractrespect.

Contracts. (a) Schedule 4.08(aSection 3.11(a) of the Sellers' Disclosure Schedules sets forth, by reference to the applicable subsection Schedule contains an accurate and complete list of this Section 4.08(a), all each of the following Seller Contracts to be included in the Assets (other than the Seller Contracts listed on Section 3.11(a)(x) of Sellers' Disclosure Schedule which a Seller is a party, by which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”may be identified as Excluded Contracts subject to Section 5.10): (i) any each Seller Contract (A) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller that was not entered into in an aggregate amount the Ordinary Course of $15,000 or moreBusiness; (ii) any each Seller Contract relating that is a letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Seller is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business) or guarantee of a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Personthird party's obligation; (iii) any employment agreement each Seller Contract with respect to Intellectual Property (including Contracts with current or other Contract for former employees, consultants or relating to a Seller’s employment contractors regarding the appropriation or engagement the non-disclosure of any managerof the Intellectual Property) except for any license implied by the sale of a product and perpetual, officer, Employee or independent contractor, and any other Contract paid-up licenses for commonly available software programs with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring value of less than $25,000 under which a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with is the transactions contemplated by this Agreement or the documents contemplated herebylicensee; (iv) each Seller Contract with any Contract that provides for, labor union or relates to, Indebtednessother employee representative of a group of employees; (v) any each Seller Contract that restricts other than Seller Benefit Plans involving a sharing of profits, losses, costs or Liabilities by a Seller from (A) engaging in with any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Sellerother Person; (vi) each Seller Contract containing covenants that in any Contract under which a way purport to restrict the business activity of any Seller grants or limit the freedom of any exclusive rights (including Seller to engage in any exclusive Intellectual Property licenses), rights line of first refusal business or rights of first negotiation to compete with any Person; (vii) each Seller Contract providing for payments over $10,000 to or by any Contract containing a “requirements” provision Person based on or determined by reference to sales, purchases or profits, other provision obligating a Seller to purchase than direct payments for goods or obtain a minimum or specified amount of any product or service from any Personstandard form employee bonus plans; (viii) any Contract thateach power of attorney that is currently effective and outstanding, following Closingother than limited powers of attorneys issued in the Ordinary Course of Business, would or would purport to: (A) require the Business such as to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Personcustom brokers; (ix) any each Seller Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees;for capital expenditures in excess of $100,000; and (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a each Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to not a Sellervendor contract, a customer contract or a Real Property Lease, which Seller Contract provides for payments in excess of $100,000 in the Business or their respective operations, financial condition, properties or assetsaggregate. (b) Each Material Sellers have made available to Buyer a true and complete copy of each of the Seller Contracts listed in Section 3.11(a) of Sellers' Disclosure Schedule. (c) Except as may result from the Contemplated Transactions, each Seller Contract is valid and binding on a Seller listed in accordance with its terms and Section 3.11(a) of Sellers' Disclosure Schedule is in full force and effecteffect and is valid and enforceable in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium, and other laws affecting creditors' rights generally from time to time in effect and to general equitable principles. No Seller or, to Seller’s knowledge, Sellers have not given or received notice and have no Knowledge of any other party thereto is in breach of communication (written or default under (oral) regarding any actual, alleged or is alleged to be in breach of or default under) or has provided or received any notice potential Contravention of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Seller Contract or result listed in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge Section 3.11(a) of Sellers, threatened under any Material Contract' Disclosure Schedule.

Contracts. (a) Schedule 4.08(aSection 4.11(a) of the Disclosure Schedules Letter sets forth, by reference to the applicable subsection of this Section 4.08(a), all forth a correct and complete list of the following Contracts related to the Business or the Acquired Assets to which a Seller is a party, by party or under which a Seller or any of its assets or properties are bound, or has continuing Liabilities and is currently in respect of which a Seller receives revenue effect (each, a “Material Contract”): (i) any Contract (A) with any Top Vendorall Contracts involving the customers and vendors which are, or (B) providing for payments (whether fixedshould have been, contingent or otherwise) by or to a Seller in an aggregate amount listed on Section 4.23 of $15,000 or morethe Disclosure Letter; (ii) any Contract all leases, subleases and license agreements relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Personthe Leased Real Property; (iii) all Contracts with any employment agreement distributors, manufacturers’ agents or other Contract for selling agents, or relating pursuant to which Seller sells or distributes the Products or pays a commission to a Seller’s employment or engagement Person with respect to the sale of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebyProducts; (iv) leases of any Contract that provides for, or relates to, IndebtednessPersonal Property; (v) Contracts granting to any Contract that restricts Person an option or a Seller from (A) engaging in right of first refusal, first-offer or similar preferential right to purchase or acquire any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a SellerAcquired Assets; (vi) Contracts evidencing partnerships, strategic alliances or joint ventures and all other Contracts providing for the sharing of any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal profits or rights of first negotiation to any Personexpenses; (vii) any Contract containing a “requirements” provision Contracts involving the payment or other provision obligating a receipt by Seller to purchase or obtain a minimum or specified amount of any product or service from any Personroyalties; (viii) any Contract that, following Closing, would or would purport to: (A) require Contracts providing for the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any purchase of all of the activities described in Section 4.08(a)(vi); requirements of Seller for a particular product or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Personservice from a vendor; (ix) Contracts that provide any Contract customer of Seller with pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers of Seller, including any labor union, employee association or any collective bargaining agreement or similar Contract with Employeescontaining “most favored nation” provisions; (x) warranty Contracts with respect to the sale of Products which contain terms and conditions that differ in any settlement agreement entered into since the date that is five (5) years material respect from the date standard warranty terms and conditions provided to customers of this Agreement (including any agreement under which any employment-related claim is settled)Seller; (Axi) any Contract Contracts that includes an obligation by a limit, impede, interfere with or restrict or purport to limit, impede, interfere with or restrict, the ability of Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect toof its Affiliates to compete in or enter into or conduct any business or in any geographic area or to solicit for employment, the Liabilities hire or Indebtedness of employ any other Person; (xii) any stock purchase agreement, asset purchase agreement, merger agreement or other than routine employment-related Contractsacquisition or divestiture agreement to which Seller is a party or is otherwise bound and entered into by Seller during the past five (5) years, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of or any such Related Personagreement that contains any indemnification provision or obligation that is currently in effect; (xiii) any Contract pursuant Contracts relating to which a Seller has acquired a business the marketing or entity, advertising of Seller’s Products or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwiseServices; (xiv) Contracts (other than Employment Arrangements) between Seller and any Contract that involves current or former employee, officer, director or equityholder (Aor group of equityholders) the sharing of profits with other Persons or (B) the payment of royalties to any other PersonSeller; (xv) any Contract that contains an earnLicenses-out In, Licenses-Out, or other contingent payment Contracts pertaining or obligation (which contingent payment or obligation is not related to a warranty the Business Intellectual Property Rights or rights of indemnification granted by a Seller in Seller’s use thereof including coexistence agreements, consent agreements, settlement agreements, joint development agreement, assignments concerning the ordinary course of business consistent with past practice);Business Intellectual Property Rights, and co-branding or co-marketing agreements; and (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or all other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development Contracts of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assetsrelating to the Acquired Assets. (b) Each Material Assumed Contract is in full force and effect and is a legal, valid and binding on a obligation of Seller enforceable in accordance with its terms (and is will continue to be in full force and effect. No Seller oreffect following the consummation of the transactions contemplated hereby) and, to the Knowledge of Seller’s knowledge, any each other party thereto to such Assumed Contract (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally and to general principles of equity, whether considered in a Proceeding at Law or in equity), and there is in no existing default or breach of or default by Seller under any such Assumed Contract (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred condition that, with or without notice or lapse of time or both, would could constitute an a default or breach) and, to the Knowledge of Seller, there is no such default or breach (or event or condition that, with or without notice or lapse of time or both, could constitute a default under or breach) with respect to any Material Contract other party to any such Assumed Contract. To the Knowledge of Seller, there has not been any notice or result threat to terminate any Assumed Contract. No event has occurred which (with or without notice or lapse of time or both) constitutes a breach or default in a termination thereof any material respect of, or would cause permits termination, modification or permit the acceleration of payment or other changes of requires any right or obligation or the loss of benefit thereunderpayment under, any Assumed Contract. Complete Correct and correct complete copies of each (i) Material Contract Contract, (ii) each Assumed Contract, (iii) all material correspondence related to the Leased Real Property, and (iv) all material documents relating to the Acquired Assets, all Licenses, all environmental assessment reports (such as Phase I and Phase II reports) and any other environmental studies in Seller’s possession relating to the Leased Real Property or any Acquired Assets have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material Contract.

Contracts. (a) Schedule 4.08(a) Section 5.19 of the Disclosure Schedules Schedule sets forth, by reference to the applicable subsection forth a complete and accurate list of this Section 4.08(a), all Contracts in effect as of the following Contracts Closing Date (i) (A) to which a Seller the Company or the Subsidiary is a party, (B) by which a Seller the Company or the Subsidiary or any of its respective assets or properties are boundor may become bound or under which the Company or the Subsidiary has, or in respect may become subject to, any obligations or (C) under which the Company or the Subsidiary has or may acquire any right or interest and (ii) fall within any of which a Seller receives revenue the following categories (each, a the “Material ContractContracts”): (i) any Contract Contracts involving the annual payment or receipt of more than One Hundred Thousand U.S. Dollars (A) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or moreUS$100,000); (ii) any Contract relating to a partnershipContracts not terminable by the Company or the Subsidiary, joint ventureas applicable, joint marketing, joint development without penalty upon thirty (30) days or similar joint arrangement with any Personless prior notice; (iii) any employment agreement Contracts providing for the employment, retention, bonus, severance, consulting or other Contract for service relationship with any Company Employee or relating to a Seller’s employment any current or engagement of any manager, former officer, Employee director, consultant or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract Person requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with compensation by the transactions contemplated by this Agreement Company or the documents contemplated herebySubsidiary; (iv) Contracts governing Indebtedness or any Contract that provides forguarantee thereof, or relates to, Indebtednessthe imposition of a Lien on any assets of the Company or the Subsidiary; (v) any Contract that restricts a Seller from (A) engaging in any aspect of All material licensing agreements with third parties pursuant to which the Business, (B) participating Company or competing in any line of business, market the Subsidiary grants or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers obtains the right to use or customers or (E) enforcing or using any exploit Intellectual Property owned or purported (other than agreements granting rights to be owned by a Selleruse readily available commercial Software); (vi) any Contract under which a Seller grants any exclusive rights All real property leases or similar agreements (including any exclusive Intellectual Property licenses)including, rights without limitation, domicile agreements) of first refusal the Company or rights of first negotiation the Subsidiary or relating to any Persontheir respective businesses; (vii) any Contract containing Contracts establishing joint ventures or partnerships constituting a “requirements” provision portion of the Company’s or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Personthe Subsidiary’s business; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any PersonResearch and development contracts; (ix) Contracts between the Company or the Subsidiary and any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with EmployeesRelated Person; (x) any settlement agreement Contracts relating to consulting services or information technology. (xi) All powers of attorney or similar Contracts involving the Company or the Subsidiary (other than powers of attorney entered into since in the date that is five (5) years from Ordinary Course of Business with the date of this Agreement (including any agreement under which any employment-related claim is settledCompany’s or the Subsidiary’s patent agents and law firms and their lawyers); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, All Contracts under which the Company or the Subsidiary agrees to indemnify any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person;; and (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all Contracts that purport (whether as of the assets of Closing Date or on a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xivcontingent basis) any Contract that involves to (A) limit, curtail or restrict the sharing ability of profits with other Persons the Company or the Subsidiary to compete in any geographic area or line of business, (B) restrict the payment of royalties Persons to any other Person; (xv) any Contract that contains an earn-out whom the Company or other contingent payment the Subsidiary may sell products or obligation (which contingent payment deliver services or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authorityrequire exclusive dealings, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission restrict the Persons with whom the Company or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission the Subsidiary may solicit or right to use any Intellectual Property (other than licenses hire for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assetsemployment. (b) Each Material Contract is legal, valid and binding on a Seller and enforceable against the Company or the Subsidiary, as applicable, and to the Knowledge of the Sellers, against each party thereto, in each case, in accordance with its the express terms and is in full force and effectthereof. No Seller or, to Seller’s knowledge, any other party thereto is in breach of or default There does not exist under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No Contract any violation, breach or event of default, or alleged violation, breach or event of default, or event or circumstance has occurred condition that, with or without after notice or lapse of time or both, would constitute an a violation, breach or event of default under any Material Contract or result in a termination thereof or would cause or permit thereunder on the acceleration or other changes part of any right or obligation the Company or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending Subsidiary or, to the knowledge Knowledge of Sellersthe Sellers any other party thereto. No party to any of the Material Contracts has exercised any termination rights with respect thereto, threatened and no such party has given notice of any significant dispute with respect to any Material Contract. Neither the Company nor the Subsidiary has waived any of its respective material rights under any Material Contract. Sellers have delivered to Purchaser and Parent true, correct and complete copies of all of the Material Contracts. (c) Except as expressly contemplated under this Agreement, neither the Company nor the Subsidiary is contemplating any modification, waiver or termination of any Material Contract. No Material Contract is terminable or cancelable as a result of the Transactions. (d) 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 business of the Company or the Subsidiary or the use of its properties or assets or any “earn-out” agreements or arrangements (or any similar agreements or arrangements) to which any of the Sellers or the Company or the Subsidiary is a party or may be subject or bound (other than pursuant to the Transaction Documents).

Contracts. (a) Except as set forth in the Employee Benefits Schedule 4.08(aor on the “Contracts Schedule” attached hereto as Schedule 3.12(a) (all such Contracts required to be disclosed thereon or hereon, collectively, the “Company Contracts”), no Company Group Member is a party to or bound by any of the Disclosure Schedules sets forthfollowing: (i) bonus, by reference pension, profit sharing, retirement or deferred compensation plan or stock purchase, stock option, hospitalization insurance or similar plan or practice, whether formal or informal; (ii) Contract for the (A) employment of any current or former (to the applicable subsection extent of this Section 4.08(aany ongoing Liability) officer, individual employee, director or other Person on a full-time or part-time basis (other than the hiring of employees in the Ordinary Course of Business) or (B) engagement of any current or former (to the extent of any ongoing Liability) individual consultant or individual independent contractor, in either case, that provides for (1) a payment or aggregate payments by any Company Group Member in excess of Fifty Thousand Dollars ($50,000), (2) payment of any material severance benefits not in the Ordinary Course of Business or (3) any change in control, retention or other payments that would be triggered solely by the consummation of the Contemplated Transactions; (iii) Contract providing for or relating to (A) the borrowing of money or incurrence of Indebtedness by any Company Group Member, (B) mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens) on any Company Assets or (C) the guaranty by any Company Group Member of the indebtedness of any third party; (iv) Contract with respect to the lending or investing of funds to or in other Persons; (v) license (excluding license of “off-the-shelf” Software), royalty Contract or other Contract relating to any Company Proprietary Rights which individually requires a payment or aggregate payments thereunder of Fifty Thousand Dollars ($50,000) or more by or to any Company Group Member; (vi) Contract under which any Company Group Member is lessee of or holds or operates any personal property owned by any other Person, in each case which individually requires a payment or aggregate payments thereunder of One Hundred Thousand Dollars ($100,000) or more by or to such Company Group Member; (vii) Contract under which any Company Group Member is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it, in each case which individually requires a payment or aggregate payments thereunder of One Hundred Thousand Dollars ($100,000) or more by or to such Company Group Member; (viii) Contract which prohibits any Company Group Member from freely engaging in the Business or which restrains any Company Group Member’s business activities anywhere in the world, including any Contract that requires any Company Group Member to work exclusively with any Person or to provide products or services exclusively in any geographic region; (ix) Contract relating to the manufacture or distribution of any Company Group Member’s products or services, in each case which individually requires a payment or aggregate payments thereunder of One Hundred Thousand Dollars ($100,000) or more by or to such Company Group Member; (x) Contract with any director, officer, manager, member, partner, direct or indirect equityholder or other insider or Affiliate of any Company Group Member; (xi) Contract for which any Company Group Member has granted any third party any “most favored nation” or similar pricing terms; (xii) Contract that requires any Company Group Member to purchase substantially all of its requirements of any product or service from a third party or that contains “take or pay” provisions; (xiii) Contract for acquisitions or dispositions (in each case whether by merger, purchase or sale of Assets or Equity Interests or otherwise) by any Company Group Member of any Person (or all or substantially all of its Assets), business or line of business, (A) entered into during the following Contracts period commencing on January 1, 2021 (the “Lookback Date”), and ending on the Closing Date, for consideration in excess of One Hundred Thousand Dollars ($100,000) and (B) as to which such Company Group Member has any continuing indemnification or financial obligations or rights or any other material obligation or rights; (xiv) Contract granting to any Person an Option to purchase or acquire any Company Assets; (xv) Contract that relates to the formation, creation or operation of any joint venture, partnership or other arrangement based on the sharing or distribution of any profits, revenue, costs or Liabilities of any Company Group Member or any other Person; (xvi) Contract with any Governmental Authority to which a Seller Company Group Member is a party, by which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue party (each, a “Material Government Contract”): (i) any Contract (A) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or more); (iixvii) any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any PersonMaterial Customers and Material Suppliers; (iiixviii) any employment collective bargaining agreement or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring Union (each a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby“CBA”); (ivxix) any Contract that provides for, the performance of which is reasonably expected to require capital commitments or relates to, Indebtednesscapital expenditures in excess of One Hundred Thousand Dollars ($100,000); (vxx) Contract by which any Contract that restricts Company Group Member has granted a Seller from (A) engaging in any aspect continuing power of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation attorney to any Person; (viixxi) Contract that contains restrictions with respect to payment of dividends or any Contract containing a “requirements” provision other distribution in respect of the capital stock or other provision obligating a Seller to purchase or obtain a minimum or specified amount Equity Interests of any product or service from Company Group Member (other than the Constituent Documents of any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settledCompany Group Member); (Axxii) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller any Company Group Member has acquired a business agreed to assume, undertake, become subject to or entity, provide an indemnity with respect to any Liability of any Person relating to Environmental Laws or substantially all otherwise not in the Ordinary Course of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwiseBusiness; (xivxxiii) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Personevidences performance bonds, customs bonds, surety bonds, bankers acceptances and fidelity bonds; (xvxxiv) Contract with any Contract that contains an earn-out professional employer organization, staffing agency, temporary employee agency or other contingent payment similar company or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice)service; (xvixxv) Contract related to any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution;Real Property; or (xviixxvi) any Contract with that individually requires a payment network or processor; aggregate payments thereunder of Two Hundred Fifty Thousand Dollars (xviii$250,000) any Contract that (A) provides for the creation or development of any Intellectual Property more by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property Group Member (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported those Contracts required to be owned by a Seller, including any coexistence agreements and covenants not disclosed or excepted pursuant to sue; and clauses (xixi) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assetsthrough (xxv) above). (b) Each Material Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller orTrue, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete complete and correct copies of the Company Contracts, together with all amendments, exhibits, annexes or other supplements thereto, in each Material Contract case, in existence as of the Closing Date, have been made available to Buyerthe Purchaser. There Except as specifically disclosed on the Contracts Schedule, (i) the Company Group Members have performed in all material respects the obligations required to be performed by them under the Company Contracts and are not in breach of any Company Contract, (ii) no disputes pending orevent has occurred which, with the passage of time or the giving of notice or both, would result in a breach or default in any material respect under, or would give rise to a right of termination, cancellation or acceleration of any material right or material obligation under, any Company Contract, (iii) all such Company Contracts are valid, binding and enforceable against the applicable Company Group Member and, to the knowledge Knowledge of Sellersthe Company, threatened under the other Persons party thereto in accordance with their respective terms (except that such enforceability may be limited by the Enforceability Exceptions) and (iv) no Company Group Member has received written notice of breach, termination, cancellation, nonrenewal or material modification by the other party to any Material Company Contract.

Contracts. (a) Schedule 4.08(aSection 4.18(a) of the Disclosure Schedules sets forth, by reference to the applicable subsection Schedule contains a true and complete list of this Section 4.08(a), all each of the following Contracts or other arrangements (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 made available in the “Intralinks” electronic data-room to Purchaser prior to the execution of this Agreement), to which a Seller any Business Subsidiary is a party, by which a Seller or any of its assets or properties are Assets and Properties is bound, to which any Asset Seller is bound with respect to the conduct of the Business or in respect by which any of which a Seller receives revenue the Business Assets is bound (each, a “Material Contract”other than the Business Real Property Leases): (i) any Contract (A) all Contracts providing for a commitment of employment or consultation services with any Top Vendor, or an Executive Employee; and (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in all Contracts creating an aggregate amount of $15,000 or more; (ii) any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Person; (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement obligation of any manager, officer, Employee Business Subsidiary or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Asset Seller to make a payment payments (with or without notice, passage of time or both) to any manager, officer, Executive Employee or independent contractor in connection with the transactions contemplated by in this Agreement Agreement; (ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting the documents contemplated herebyability of the Business or any Business Subsidiary to engage in any business activity or compete with any Person or prohibiting or limiting the ability of any Person to compete with the Business or any Business Subsidiary; (iii) all partnership, joint venture, stockholders’ or other similar Contracts between any Business Subsidiary and any other Person; 1- NY/2171027.1 24 (iv) all Contracts relating to Indebtedness of any Contract that provides for, Business Subsidiary or relates to, Indebtednessany Asset Seller with respect to the Business; (v) any Contract that restricts a Seller from (A) engaging in any aspect all Contracts with each independent contractor, distributor, dealer, manufacturers’ representative, sales agency or franchisee that, during the fiscal year ended on the Financial Statement Date, accounted for more than 1.0% of the net sales of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) all Contracts relating to (A) the future disposition or acquisition of any Contract under which Assets and Properties, other than dispositions or acquisitions in the Ordinary Course, the provisions of this Agreement and the Operative Agreements, and other Contracts providing for the future disposition or acquisition of any item with a Seller grants value less than $1,000,000 or other dispositions in the aggregate not greater than $500,000 and for any exclusive rights individual item not greater than $50,000, and (including B) any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any PersonBusiness Combination; (vii) [Intentionally omitted.]; (viii) all collective bargaining or similar labor Contracts (the “Collective Bargaining Agreements”); (ix) all Contracts that (A) limit or contain restrictions on the ability of any Contract containing a “requirements” provision Business Subsidiary to declare or pay dividends on, to make any other provision obligating a Seller distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock (or equity interests), to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or obtain a minimum 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 business activities, or (B) require any Business Subsidiary or the Business to maintain specified amount financial ratios or levels of net worth or other indicia of financial condition; (x) all Contracts with customers or suppliers required to be disclosed in Section 4.23(a) or 4.23(b) of the Disclosure Schedule that are not purchase orders or other standard-form Contracts; (xi) all Contracts which require any Business Subsidiary or Asset Seller with respect to the Business to purchase its total requirements of any product or service from any Person; (viii) any Contract that, following Closing, would a third party or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); that contains “take or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Personpay” provisions; (xii) other than routine employment-related Contracts, all Contracts for the sale of products or provision of services to any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person;Governmental Authority; and (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers Contracts for any other Person, capital expenditure or provides for leasehold improvement in any one case in excess of $1,000,000 that are not included in a capital budget of an Asset Seller or a Business Subsidiary provided to Purchaser prior to the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assetsdate hereof. (b) The Business Contracts include valid and enforceable purchase orders from the customers required to be disclosed in Section 4.23(a) of the Disclosure Schedules for the purchase by such customers of exhaust systems or components for vehicle platforms indicated in such Section 4.23(a) of the Disclosure Schedules. (c) Each Material Contract required to be disclosed in Section 4.18(a) of the Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding on a Seller agreement, enforceable in accordance with its terms and is in full force and effect. No of each Seller oror Business Subsidiary or party thereto and, to Seller’s knowledgethe Knowledge of Sellers, the other parties thereto; and except as disclosed in Section 4.18(c) of the Disclosure Schedule, neither the Business Subsidiaries nor the Asset Sellers nor any other party thereto is in breach of is, or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time would result in, a default in the performance, observance or bothfulfillment in any material respect of any obligation, covenant, condition or other term contained in any such Contract, other than any such default which would constitute an event of default under any Material Contract or not reasonably be expected to result in a termination thereof Business Material Adverse Effect; neither the Business Subsidiaries nor any Asset Seller has given notice or would cause received written notice to or permit the acceleration from any Person relating to any such alleged or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have potential default that has not been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material Contractcured.

Contracts. (a) Schedule 4.08(aSection 4.14(a) of the Company Disclosure Schedules sets forthSchedule lists as of the date hereof the following written contracts, by reference and to the applicable subsection of this Section 4.08(a), all knowledge of the following Contracts Company, oral contracts, to which a Seller is a party, by which a Seller the Company or any of its assets subsidiaries is a party or properties are bound, or in respect of by which a Seller receives revenue it is bound (each, a “Material Contract”other than any that constitute Plans): (i) any Contract (A) contract with any Top Vendorrespect to the formation, creation, operation, management or control of a partnership, limited liability company or joint venture, or (B) providing for payments (whether fixed, contingent other similar agreement or otherwise) by or to a Seller in an aggregate amount of $15,000 or morearrangement; (ii) any Contract relating contract (or group of related contracts) involving the performance of services or the purchase of goods, materials or other assets by or to a partnershipthe Company or any of its subsidiaries, joint venturethe performance of which will involve (A) annual payments to or from the Company and its subsidiaries of $100,000 or more, joint marketing, joint development or similar joint arrangement with any Person(B) aggregate payments (including termination penalties) to or from the Company and its subsidiaries of $500,000 or more; (iii) any employment agreement contract that limits or otherwise restricts the Company or any of its subsidiaries (A) from engaging or competing in any line of business or in any geographic area, from selling to or purchasing from any person, (B) from hiring any person, (C) that grants any party any special discount or volume rights or any other form of “most favored nation” status, or (D) that provides for any standstill or similar obligations on the part of the Company or any of its subsidiaries (with respect to special discount or volume rights or other Contract for or relating to a Seller’s employment or engagement form of any manager“most favored nation” status, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment the disclosure provided in this Section 4.14(a)(iii) shall relate solely to any managercounter party who during any fiscal year 2009, officer, Employee 2010 or independent contractor in connection 2011 transacted business with the transactions contemplated by this Agreement or the documents contemplated herebyCompany in excess of $1,000,000); (iv) any Contract that provides for, or relates to, Indebtednesscontract relating to collective bargaining; (v) any Contract license, royalty or other contract concerning Intellectual Property (other than “off-the-shelf” or shrink-wrap software and databases licensed to the Company or to any of its subsidiaries under nonexclusive software licenses granted to end-user customers by third parties in the ordinary course of business of such third parties’ businesses, and other than equipment leases (other than capital leases in accordance with GAAP, entered into in the ordinary course of business and that restricts a Seller from (Aare not required to be listed on Section 4.14(a) engaging in any aspect of the Business, (B) participating or competing Company Disclosure Schedule by another clause in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisionsthis Section 4.14(a))), (D) soliciting potential employeeswith such Company Disclosure Schedule indicating, consultantsin the case of any such license, contractors, suppliers whether the Company or customers any of its subsidiaries is the licensee or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Sellerlicensor; (vi) any Contract under which contract required to be filed as an exhibit to the SEC Reports as a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights “material contract” pursuant to Item 601(b)(10) of first refusal or rights of first negotiation to any PersonRegulation S-K; (vii) any Contract containing a “requirements” provision contract relating to Indebtedness in excess of $100,000 individually or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person$250,000 in the aggregate; (viii) any Contract thatcontract currently in effect or in effect at any time within the past five years involving the acquisition or disposition, following Closingdirectly or indirectly (by merger or otherwise), would of assets or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); capital stock or (C) require Buyer to grant other equity interests or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller the Company has acquired a business or entitycontinuing indemnification, or substantially all of the assets of a business or entityguarantee, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an “earn-out out” or other contingent payment obligations (other than acquisitions or obligation (which contingent payment or obligation is not related to a warranty or rights dispositions of indemnification granted by a Seller inventory in the ordinary course of business consistent with past practice); (xviix) any Contract with contract that by its terms calls for aggregate payment or receipt by the Company or any Governmental Authority, of its subsidiaries under such contract of more than $100,000 over the remaining term of such contract; or (x) any prime contractor, higher-tier subcontractor contract that requires a consent to or reseller otherwise contains a provision relating to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development “change of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assetscontrol.” (b) Each The Company has made available to Parent a correct and complete copy, as of the date of this Agreement, of each written contract listed in Section 4.14(a) of the Company Disclosure Schedule (other than any contract referred to in Section 4.14(a)(iii)(B) as to which the Company has provided a description thereof to Parent) and a summary of each oral contract listed in Section 4.14(a) of the Company Disclosure Schedule. With respect to each such contract (except as set forth in Section 4.14(a) of the Company Disclosure Schedule or as would not reasonably be expected to have a Material Contract Adverse Effect): (i) the contract is valid legal, valid, binding and binding on a Seller in accordance with its terms enforceable against the Company and, to the Company’s knowledge, the other party thereto, and is in full force and effect. No Seller or; (ii) the Company is not in breach or default, and, to Sellerthe Company’s knowledge, any no event has occurred that with the passage of time or giving of notice would constitute a breach or default by the Company, or permit termination or acceleration by the other party, under the contract; and (iii) to the Company’s knowledge, no other party thereto to the contract is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminatedefault, any Material Contract. No and no event or circumstance has occurred that, that with or without notice or lapse the passage of time or both, giving of notice would constitute an event of a breach or default under any Material Contract or result in a termination thereof or would cause by such other party, or permit termination or acceleration by the acceleration or other changes of any right or obligation or Company, under the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material Contractcontract.

Contracts. (a) Each correspondingly lettered section of Schedule 4.08(a) of the Disclosure Schedules 4.14 sets forthforth a true, by reference to the applicable subsection of this Section 4.08(a), all correct and complete list of the following Contracts currently in force to which a Seller Flint is a party, by party or under which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue Flint has continuing liabilities and/or obligations (each, a “Material Contract”other than the insurance policies on Schedule 4.19): (a) bonds, debentures, notes, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other Contracts relating to the borrowing of money or the deferred purchase price of property or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of Flint; (b) Contracts that were not entered into in the ordinary course of business, consistent with past practice; (c) leases relating to the Leased Real Property, leases of any personal property and all other Contracts involving any properties or assets (whether real, personal or mixed, tangible or intangible), involving an annual commitment or payment of or performance having a value of more than $10,000 by Flint; (d) Contracts that (i) limit or restrict Flint or any Contract officers, directors, employees, shareholders or other equity holders, agents or representatives of Flint (Ain their capacity as such) with from engaging in any Top Vendorbusiness or other activity in any jurisdiction, (ii) create or purport to create any exclusive or preferential relationship or arrangement, or (Biii) providing for payments otherwise restrict or limit Flint's ability to operate or expand its business, or (whether fixediv) impose, contingent or otherwise) by purport to impose, any obligations or to a Seller in an aggregate amount restrictions on Affiliates of $15,000 or moreFlint; (iie) any Contract relating to a partnership, joint venture, joint marketing, joint development Contracts for capital expenditures or similar joint arrangement with any Personthe acquisition or construction of fixed assets requiring the payment by Flint of an amount in excess of $10,000; (iiif) Contracts that provide for any employment agreement payment or other Contract for benefit upon the execution hereof or relating to a Seller’s employment the Closing or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement hereby, including accelerated vesting or the documents contemplated herebyother similar rights; (ivg) Contracts granting any Contract that provides for, Person a Lien on all or relates to, Indebtednessany part of any Assets; (vh) Contracts for the cleanup, abatement or other actions in connection with any Contract that restricts a Seller from (A) engaging in Hazardous Materials, the remediation of any aspect existing environmental condition or relating to the performance of the Business, (B) participating any environmental audit or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Sellerstudy; (vii) Contracts granting to any Contract under which Person an option or a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights right of first refusal refusal, first-offer or rights similar preferential right to purchase or acquire any assets of first negotiation to any PersonFlint; (viij) Contracts with any Contract containing a “requirements” provision agent, distributor or other provision obligating a Seller to purchase representative that is not terminable without penalty on thirty (30) days' or obtain a minimum or specified amount of any product or service from any Personless notice; (viiik) Contracts for the granting or receiving of a license, sublicense or franchise or under which any Contract thatPerson is obligated to pay or has the right to receive a royalty, following Closinglicense fee, would franchise fee or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Personsimilar payment; (ixl) Contracts (i) with respect to Flint Intellectual Property licensed or transferred to any Contract with third party (other than end user Licenses in the ordinary course of business) or (ii) pursuant to which a third party has licensed or transferred any labor union, employee association or any collective bargaining agreement or similar Contract with EmployeesFlint Intellectual Property to Flint; (xm) any settlement agreement entered into since Contracts providing for the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution indemnification or violation holding harmless of any Intellectual Propertyofficer, and (B) any Contract of guaranteedirector, support, indemnification, assumption employee or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xiin) joint venture or partnership Contracts or Contracts entitling any Person to any profits, revenues or cash flows of Flint or requiring payments or other than routine employment-related Contractsdistributions based on such profits, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Personrevenues or cash flows; (xiiio) any Contract pursuant to which a Seller has acquired a business Contracts with Customers or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwiseSuppliers; (xivp) outstanding powers of attorney empowering any Contract that involves (A) the sharing Person to act on behalf of profits with other Persons or (B) the payment of royalties to any other PersonFlint; (xvq) Contracts relating to any Contract that contains an earnco-out operative organization, franchise organization or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice)similar organization; (xvir) any Contract Contracts with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institutionEntity; (xviis) any Contract with a payment network or processorEmployment Agreements; (xviiit) Contracts with any Contract that (A) provides for the creation independent contractor or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sueconsultant; and (xixu) any Contracts (other Contract than those described in subsections (a) through (t) of this Section 4.14) to which Flint is a party or by which its properties or assets are bound (i) involving an annual commitment or annual payment to or from Flint of more than $10,000 individually or (ii) that is are material to a SellerFlint, individually or in the Business or their respective operationsaggregate. True, financial conditioncorrect and complete copies of all Assumed Contracts have been provided to Semotus. The Assumed Contracts are legal, properties or assets. (b) Each Material Contract is valid valid, binding and binding on a Seller enforceable in accordance with its their respective terms and is in full force and effect. No Seller orwith respect to Flint and, to Seller’s knowledgethe Knowledge of Flint, any each other party thereto thereto. There is in no existing default or breach of or default Flint under any Assumed Contract (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred condition that, with notice or without lapse of time or both could constitute a default or breach) and, to the Knowledge of Flint, there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Assumed Contract. There is no term, obligation, understanding or agreement that would constitute modify any term of an event of default under any Material Assumed Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation of a party thereunder which is not reflected on the face of such Assumed Contract. No Assumed Contract is a contract or agreement in which, in Flint's best estimate, the loss direct labor cost, direct materials cost and applied overhead (calculated on a basis consistent with past practice) incurred or to be incurred in connection therewith (but excluding selling, general and administrative expenses) exceed the revenues derived or to be derived therefrom. Flint is not participating in any discussions or negotiations regarding termination or modification of benefit thereunder. Complete and correct copies of each Material or amendment to any Assumed Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under or entry in any Material new Contract.

Contracts. (a) Schedule 4.08(a) Set forth in SCHEDULE 5.22 is a description of the Disclosure Schedules sets forth, by reference to the applicable subsection of this Section 4.08(a), all of the following Contracts each Contract to which a Seller ▇▇▇▇▇▇▇ ▇▇▇▇▇ is a partyparty or bound thereby, by which a Seller or any of its assets or properties are boundother than those contracts set forth in another Schedule to this Agreement, or in respect of which a Seller receives revenue (each, a “Material Contract”): (i) which involves aggregate payments or expenditures by ▇▇▇▇▇▇▇ ▇▇▇▇▇ of in excess of $25,000, but excluding Sale and Purchase Contracts, Personal Property Leases, Real Property Leases and Licenses; (ii) which cannot be terminated by ▇▇▇▇▇▇▇ ▇▇▇▇▇ at any Contract time on 30 days' written notice or less without liability to ▇▇▇▇▇▇▇ ▇▇▇▇▇; (Aiii) for the purchase, sale, lease (as lessee or lessor), or mortgage (as mortgagee or mortgagor), of any Purchased Assets, except with respect to sales of Inventory made in the ordinary course of business; (iv) with any Top VendorRelated Party; (v) which limits or restrains ▇▇▇▇▇▇▇ ▇▇▇▇▇ from engaging or competing in any business or with any person or entity; (vi) which involves any arrangement relating to the borrowing or loaning of money, including, without limitation, letters of credit, warranties, guarantees, indemnification and surety agreements; (vii) which is not made in the ordinary course of the Business; (viii) for the purchase of property which, if acquired as of the Closing Date, would be a Purchased Asset and, contracts for the sale of property which, if consummated prior to the Closing Date, would be a Purchased Asset (other than Inventory sold in the ordinary course); (ix) the benefits of which are contingent or accelerated, or (B) providing for payments (whether fixedthe terms of which are materially altered, contingent or otherwise) by or to a Seller in an aggregate amount the occurrence of $15,000 or more; (ii) any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Person; (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby; (iv) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property licenseAdditional Documents; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; and (x) any settlement agreement entered into since the date that is five pursuant to which services (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, professional services) are rendered by or to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant ▇▇▇▇▇▇▇ ▇▇▇▇▇. SCHEDULE 5.22 also set forth all other material Contracts to which ▇▇▇▇▇▇▇ ▇▇▇▇▇ is a Seller has acquired a business party or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) Each Material Contract is bound. All Contracts are valid and binding on a Seller upon ▇▇▇▇▇▇▇ ▇▇▇▇▇ and enforceable against the other parties thereto in accordance with its terms their respective terms. ▇▇▇▇▇▇▇ ▇▇▇▇▇ has performed all obligations required to be performed by it under all Contracts which are Purchased Assets and has performed in all material respect all obligations required to be performed by it under all other Contracts. ▇▇▇▇▇▇▇ ▇▇▇▇▇ is not in full force and effect. No Seller ordefault under any of such Contracts, nor to Seller’s knowledge, the best knowledge of Sellers is any other party thereto is to any such Contract in breach of or default under (or is alleged to be in breach of or default under) or has provided or received thereunder, nor does any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred thatcondition exist which, with or without notice or lapse of time or both, would constitute an event of a default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending by ▇▇▇▇▇▇▇ ▇▇▇▇▇, or, to the best knowledge of Sellers, threatened under by any Material Contractother party thereunder. Without limiting the foregoing, ▇▇▇▇▇▇▇ ▇▇▇▇▇ is not a party or subject to any Contract which materially and adversely affects or, so far as Sellers can now foresee, may in the future materially and adversely affect ▇▇▇▇▇▇▇ ▇▇▇▇▇, its Business, the Purchased Assets or the prospects or financial condition of ▇▇▇▇▇▇▇ Adler's Business. SCHEDULE 5.22 further sets forth all such Contracts currently in negotiation or proposed by ▇▇▇▇▇▇▇ ▇▇▇▇▇, of a type which, if entered into by ▇▇▇▇▇▇▇ ▇▇▇▇▇, would be required to be listed in SCHEDULE 5.22 or in any other Schedule.

Contracts. (a) Schedule 4.08(aPart 2.11(a) of the Company Disclosure Schedules sets forthSchedule identifies each Company Contract that, by reference to as of the applicable subsection date of this Section 4.08(a)Agreement, all constitutes a “Material Contract.” For purposes of this Agreement, each of the following Contracts shall be deemed to which a Seller is a party, by which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, constitute a “Material Contract”):: (i) any Contract (A) with any Top VendorContract: relating to the employment of, or the performance of services by, any employee or consultant; (B1) pursuant to which any of the Acquired Corporations is or may become obligated to make any severance, termination or similar payment in excess of $25,000 to any current or former employee or director (except as required by any applicable Legal Requirements in the case of employees outside the United States and except for offer letters providing for “at will” employment with no right to severance other than in accordance with the Company’s standard severance policies as identified in reasonable detail in Part 2.18(i) of the Company Disclosure Schedule, copies of which have been made available to Parent); or (2) pursuant to which any of the Acquired Corporations is or may become obligated to make any bonus or similar payment (other than payments (whether fixed, contingent or otherwiseconstituting base salary) by or to a Seller in an aggregate amount excess of $15,000 100,000 to any current or moreformer employee or director (except for severance payments required by any applicable Legal Requirements outside of the United States); (ii) any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with under which the Company leases any Personof the Leased Real Property; (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebyCompany IP Contract; (iv) any Contract that provides forrelating to the acquisition, sale, spin-off, outsourcing or relates todisposition of any business operation or unit or any product line of any Acquired Corporation (other than Contracts for transactions consummated prior to January 1, Indebtedness2007 under which no Acquired Corporation has any obligations); (v) any Contract that restricts a Seller from (A) engaging in which another Person is appointed as an exclusive distributor, reseller or sales representative with respect to, or otherwise is authorized to exclusively market, promote, distribute, resell, sublicense, support or solicit orders for, any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a SellerCompany Product; (vi) any Contract under which a Seller grants with any exclusive rights of the top ten (including any exclusive Intellectual Property licenses)10) distributors or resellers of Company Products (based on revenue recognized from sales through, rights and to, the Company’s distributors and resellers) for each of fiscal year 2009 and the first refusal or rights six (6) months of first negotiation to any Personfiscal year 2010; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount that provides for indemnification of any product or service from any PersonCompany Associate (an “Indemnification Contract”); (viii) any Contract that, following Closing, would imposing any restriction on the right or would purport toability of any Acquired Corporation: (A1) require the Business to grant compete with any Intellectual Property licenseother Person; (B2) restrict Buyer to acquire any product or other asset or any services from engaging in any of the activities described in Section 4.08(a)(vi)other Person; (3) to solicit, hire or retain any Person as an employee, consultant or independent contractor; (4) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (5) to perform services for any other Person; or (C6) require Buyer to grant transact business or be bound by deal in any exclusive rights, rights of first refusal or rights of first negotiation to other manner with any other Person; (ix) any Contract (other than Contracts evidencing Company Options): (1) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities; (2) providing any Person with any labor unionpreemptive right, employee association or any collective bargaining agreement right of participation, right of maintenance or similar Contract right with Employeesrespect to any securities; or (3) providing any of the Acquired Corporations with any right of first refusal with respect to, or right to repurchase or redeem, any securities; (x) any settlement agreement entered into since Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity or similar obligation, except for (1) Contracts substantially similar in all material respects to the date that is five (5) years from standard forms of end-user licenses previously delivered by the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller Company to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, Parent and (B2) any Contract of guarantee, support, indemnification, assumption product or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller service warranties in the ordinary course of business consistent with past practice; (xi) any Contract relating to any currency hedging; (xii) any Contract: (1) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations; or (2) directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between any Acquired Corporation and any contractor or subcontractor to any Governmental Body); (xiii) any Contract requiring that any of the Acquired Corporations give any notice or provide any information to any Person prior to considering or accepting any Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to any Acquisition Transaction or similar transaction; (xiv) any Contract that provides for the payment or delivery of cash or other consideration in an amount or having a value in excess of $250,000 in fiscal year 2010 (other than Contracts for the sale of Company Products, or procurement of inventory, in the ordinary course of business); and (xv) any Contract that could reasonably be expected to have or result in a material effect on: (1) the business, condition (financial or otherwise), capitalization, assets (including Intellectual Property), liabilities (accrued, contingent or otherwise), operations, financial performance or prospects of any of the Acquired Corporations; or (2) the ability of the Company to perform any of its obligations under this Agreement or to consummate any of the Contemplated Transactions; and (xvi) any other Contract, if a breach of such Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor could reasonably be expected to have or reseller result in a Company Material Adverse Effect. The Company has delivered to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Parent an accurate and complete copy of each Company Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by constitutes a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property Material Contract (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported Company IP Contracts that do not need to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, specifically identified in Part 2.10 of the Business or their respective operations, financial condition, properties or assetsCompany Disclosure Schedule). (b) Each Company Contract that constitutes a Material Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller or, and is enforceable in accordance with its terms, subject to Seller’s knowledge(i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (c) Except as set forth in the applicable subsections of Part 2.11(c) of the Company Disclosure Schedule: (i) none of the Acquired Corporations has in any other party thereto is in breach of material respect violated or default under (breached, or is alleged to be in breach of or committed any material default under) or has provided or received any notice of any intention to terminate, any Material Contract. No ; and, to the knowledge of the Company, no other Person has in any material respect violated or breached, or committed any material default under, any Material Contract; (ii) no Material Contract will expire according to its terms on or before December 31, 2011; to the knowledge of the Company, no event has occurred, and no circumstance or circumstance has occurred thatcondition exists, that (with or without notice or lapse of time time) could reasonably be expected to: (1) result in a violation or both, would constitute an event breach of any of the provisions of any Material Contract; (2) give any Person the right to declare a default under any Material Contract Contract; (3) give any Person the right to receive or result require a rebate, chargeback, penalty in a termination thereof excess of $25,000; (4) give any Person the right to materially change the delivery schedule under any Company Contract; (5) give any Person the right to accelerate the maturity or would cause or permit the acceleration or other changes performance of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material Contract; or (6) give any Person the right to cancel, terminate or modify any Material Contract; and (iii) since January 1, 2007, none of the Acquired Corporations has received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Material Contract which remains unresolved.

Contracts. (a) Schedule 4.08(a) 4.13 sets forth a true and complete list of all material Contracts of the Disclosure Schedules sets fortheach Seller or the Business, by reference to the applicable subsection of this Section 4.08(a), all including each of the following Contracts to which a Seller is a party, by which a Seller (whether or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”not material): (i) Contracts relating to or evidencing any Contract (A) with any Top Vendor, Indebtedness of either Seller or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or morethe Business; (ii) any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement Contracts with any Personcurrent Affiliate or current or former officer or director of either Seller; (iii) any employment agreement or other Contract for or Contracts relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebyInternet Rights; (iv) any Contract that provides forpartnership, limited liability company and joint venture Contracts involving either Seller or relates to, Indebtednessthe Business; (v) any Contract that restricts a Contracts providing for payments to or from either Seller from (A) engaging of $10,000 or more in any aspect of the Businessconsecutive twelve-month period, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to than purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement orders entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvivi) any Contract with any Governmental Authoritylicense, any prime contractorsubsidiary rights, higher-tier subcontractor distribution, franchise, manufacturer’s agent or reseller to a Governmental Authoritysales agency Contracts, or universityContracts in respect of similar rights, college granted to or other post-secondary educational institutionheld by or granted by either Seller or the Business; (xviivii) Contracts that limits the freedom of either Seller or the Business to compete in any Contract line of business, with a payment network any Person, in any geographical area or processorwhich could so limit the freedom of either Seller or the Business so to compete after the Closing; (xviiiviii) any Contract that Tax sharing Contracts or other arrangements; (Aix) provides for confidentiality Contracts; (x) stockholders’, investors’ or similar Contracts; (xi) Contracts relating to the creation disposition or development acquisition of any Intellectual Property by Sellers for assets or properties, other than dispositions or acquisitions of Inventory or purchase orders entered into in the ordinary course of business consistent with past practice; (xii) author, performer, contributor and work-made-for-hire Contracts; (xiii) employment Contracts with any other Personemployee of either Seller, consulting Contracts with any consultant to either Seller or provides for the assignment, sale Contracts pursuant to which severance or other transfer of any interest in Intellectual Property by a Seller stay payments may be payable to any other Person; (B) provides for employee of the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sueSellers; and (xixxiv) any other Contract that is material to a Seller, Contracts not made in the Business or their respective operations, financial condition, properties or assetsordinary course of business consistent with past practice. (b) Each Material Contract is The Sellers have each heretofore made available to the Purchaser true and complete copies of each of the Contracts required to be disclosed on Schedule 4.13, including all amendments, waivers and modifications thereto. All Contracts required to be disclosed on Schedule 4.13 are valid and binding on Contracts of Seller being a Seller in accordance with its terms and is party thereto, are in full force and effect. No effect in accordance with their respective terms, and neither the Seller ornor, to the Knowledge of the Seller’s knowledge, any other party thereto thereto, is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or bothboth would be) in violation or breach of, would constitute an event of or in default under any Material Contract or result in a termination thereof or would cause or permit under, the acceleration or other changes terms of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material such Contract.

Contracts. (ai) Schedule 4.08(a6(j) of the Disclosure Schedules sets forth, by reference to the applicable subsection of this Section 4.08(a), forth all of the following Contracts relating to which the Business (each such item required to be set forth on Schedule 6(j) being referred to as a Seller is a party, by which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “"Material Contract”"): (A) all Contracts (or groups of related Contracts) for the 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 will (i) any Contract extend over a period of one (A1) with any Top Vendor, year or more or (ii) involve consideration in excess of TWENTY-FIVE THOUSAND DOLLARS ($25,000); (B) providing for payments (whether fixed, contingent all Contracts concerning a partnership or otherwise) by or to a Seller in an aggregate amount of $15,000 or morejoint venture; (iiC) all Contracts (or groups of related Contracts) which evidence or relate to, or under which the Business has created, incurred, assumed or guaranteed, any indebtedness for borrowed money; (D) all Contracts concerning confidentiality or non-competition (other than standard non-disclosure forms signed by employees generally), except for any such Contract relating entered into by Seller or TSM with any Person (other than Buyer) for the purpose of considering the purchase of the Business, or a portion thereof, by such Person; (E) all Contracts for the employment of any individual on a full-time, part-time, consulting or other basis providing annual compensation in excess of FIFTY THOUSAND DOLLARS ($50,000) or providing severance benefits (other than pursuant to a partnership, joint venture, joint marketing, joint development policies or similar joint arrangement with plans of general applicability); (F) all Contracts under which the Business has advanced or loaned an amount in excess of ONE THOUSAND DOLLARS ($1,000) to any of the employees of the Business; (G) all Contracts which relate to inventions by employees (other than standard non-disclosure forms signed by employees generally); (H) all Contracts under which the Business has guaranteed any indebtedness or obligation of any Person; (iiiI) any employment agreement all Contracts with distributors, sales representatives, manufacturers or other Contract for or Persons relating to a Seller’s employment the distribution, sale or engagement manufacture of any manager, officer, Employee products or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated services by this Agreement or the documents contemplated hereby; (iv) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (BJ) any Contract of guarantee, support, indemnification, assumption all material Contracts relating to the distribution or endorsement license of, or any similar commitment royalty payments with respect to, the Liabilities Intellectual Property, whether as licensor or Indebtedness of any other Person;licensee and whether on an exclusive or non-exclusive basis (xiiii) other than routine employment-related Contracts, any Contract with a Related Person All Material Contracts were entered into in the Ordinary Course of a Seller orBusiness. The Business and, to the knowledge best of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller's knowledge, the Business other party or their respective operationsparties thereto, financial conditionincluding, properties or assets. (b) Each without limitation, subcontractors, have complied in all material respects with the provisions of each Material Contract is valid and binding on a Seller are not in accordance with its terms default thereunder (and is in full force and effect. No Seller orthere does not exist any condition which, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without after notice or lapse of time or both, would constitute an event of a default under any Material Contract or result in a termination thereof or would cause or permit thereunder by the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending Business or, to the knowledge best of SellersSeller's knowledge, threatened under the other party or parties thereto). Each Material Contract is legal, valid, binding, enforceable and in full force and effect. No party to any Material ContractContract has repudiated any provision thereof.

Contracts. (a) Set forth on Schedule 4.08(a2.10(a) of the Disclosure Schedules sets forthis true, by reference to the applicable subsection of this Section 4.08(a), all correct and complete list of the following Contracts to which a Seller the Company is a party, party or by which a Seller the Company or any the assets of its assets or properties the Company are boundbound (all such listed contracts required to be so listed, or in respect of which a Seller receives revenue (each, a the “Material ContractContracts”): (i) all Contracts for Indebtedness (including any Contract (Acontracts for the guarantee of any other Person’s Indebtedness) with and all contracts granting any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in Person an aggregate amount Encumbrance on any part of $15,000 or moreany Asset; (ii) any Contract all leases relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Personpersonal property and the Leased Real Property; (iii) any employment agreement or other Contract for or all Contracts relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebyCompany Intellectual Property; (iv) all Contracts that (A) limit or restrict the Company or any Contract that provides forof its officers, directors, members, managers, employees, partners or other equityholders, agents or representatives (in their capacity as such) from engaging in any business or other activity in any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangement; (C) otherwise restrict or limit the ability of the Company to operate or expand the Business; (D) limit the freedom of the Company to solicit, hire or employ any Person; (E) contain a “most favored nation” provision; or (F) impose, or relates topurport to impose, Indebtednessany such obligations or restrictions on Affiliates of the Company; (v) all Contracts for the sale of any Contract that restricts a Seller from (A) engaging in any aspect assets of the BusinessCompany, (B) participating or competing in granting any line of businessPerson an option or first refusal, market first-offer or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers similar preferential right to purchase or customers or (E) enforcing or using acquire any Intellectual Property owned or purported to be owned by a Sellersuch assets; (vi) any Contract under which a Seller grants any exclusive rights all Contracts with customers and all contracts otherwise contemplating payment to the Company in excess of $50,000 on an annual basis (including any exclusive Intellectual Property licensesother than work or purchase orders), rights of first refusal or rights of first negotiation to any Person; (vii) all Contracts with vendors, suppliers and subcontractors and all requiring payment to any Contract containing a “requirements” provision Person in excess of $50,000 on an annual basis (other than work or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Personorders); (viii) all Contracts for the granting or receiving of a license, sublicense or franchise or under which any Contract thatPerson is obligated to pay or has the right to receive a royalty, following Closinglicense fee, would franchise fee or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Personsimilar payment; (ix) any Contract all Contracts with any labor union, employee association or any collective bargaining agreement or similar Contract with EmployeesGovernmental Entities; (x) all contracts with Affiliates or Affiliated Persons of the Company or any settlement agreement entered into since the date that is five (5) years from the date of this Agreement Seller (including all inter-company contracts between the Company and any agreement under which any employment-related claim is settledSeller); (Axi) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim all Contracts with employees, directors, consultants or contractors of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other PersonCompany; (xii) other than routine employment-related Contracts, any Contract with a Related Person all powers of a Seller or, to attorney or similar grant of agency executed by the knowledge of Sellers, a Family Member of any such Related PersonCompany; (xiii) all collective bargaining agreements or any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwisesimilar Contracts; (xiv) all Contracts which commit the Company to enter into any Contract that involves (A) of the sharing of profits with other Persons or (B) the payment of royalties to any other Person;foregoing; and (xv) any Contract all other Contracts that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is are material to a Seller, the Business or their respective operations, financial condition, properties or assetsoperation of the Company. (b) Each True, correct and complete copies of all Material Contract is valid Contracts (including all amendments thereto), or true, correct and binding on a Seller in accordance with its complete written descriptions of all material terms and is of all oral Material Contracts (including all amendments thereto), have been made available to Purchaser by the Company. All of the Material Contracts are in full force and effecteffect and are valid, binding and enforceable against the parties thereto in accordance with their terms. No Seller default or event of default by the Company, or, to Seller’s knowledgethe Knowledge of the Company, any other party thereto is in breach exists under any of or default under (or is alleged to be in breach of or default under) or has provided or received any notice the Material Contracts and there are no discussions regarding the modification of any intention Material Contract or the entrance into any new Contract that would have been a Material Contract if entered into prior to terminatethe Closing. The Company is not participating in any discussions or negotiations regarding (i) the modification of, or amendment to, any Material Contract, or (ii) the entering into of any new Material Contract, other than in the Ordinary Course. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material Contract.

Contracts. (a) Schedule 4.08(a6.10(a) lists all Contracts of the Disclosure Schedules sets forth, by reference Seller or Seller Subsidiary Related to the applicable subsection of this Section 4.08(aBusiness (other than those set forth on Schedule 6.6(b), all of the following Contracts to which a Seller is a partySchedule 6.9(b), by which a Seller Schedule 6.17(b) or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”Schedule 6.17(e)): (i) for the lease (whether as lessor or as lessee) of personal property from any Contract (A) with any Top Vendor, or (B) Person providing for annual lease payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount excess of $15,000 or more25,000; (ii) any Contract relating for the sale or lease (as lessor) of inventories, materials, commodities, supplies, products, spare parts or real, personal or mixed property, or for the furnishing or receipt of services, including customer Contracts, which provide for aggregate future payments to a partnership, joint venture, joint marketing, joint development Seller or similar joint arrangement with any PersonSeller Subsidiary in excess of $50,000 per annum; (iii) establishing a partnership, joint venture or joint development arrangement and any employment agreement or other Contract for or relating to a Seller’s employment or engagement Contracts of any managersuch partnership, officerjoint venture or joint development to which Seller, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement Subsidiary or the documents contemplated herebyUnited Kingdom Ministry of Defense is a party; (iv) any Contract that provides forproviding for management services or for the services of independent contractors or consultants (or similar arrangements), or relates to, Indebtednesswhich provide for aggregate future payments in excess of $25,000 per annum; (v) under which any Contract that restricts a Person has directly or indirectly guaranteed any indebtedness or other Liability of Seller from (A) engaging or Seller Subsidiary in any aspect excess of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller$25,000; (vi) any Contract under which Seller or Seller Subsidiary has directly or indirectly made any advance, loan or extension of credit to, or other investment in, any Person in excess of $50,000 (other than in respect of amounts paid for products or services) or any employee, or which involve a sharing of profits, losses, costs or Liabilities by Seller grants or Seller Subsidiary with any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any other Person; (vii) providing for or granting a Lien (other than a Permitted Lien) upon any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any PersonAssets; (viii) between or among Seller or Seller Subsidiary, on the one hand, and any Contract thatAffiliate, following Closingofficer, would director or would purport to: (A) require employee of Seller or Seller Subsidiary, on the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Personother hand; (ix) with (A) any Contract with broker, distributor, dealer or sales representative relating to the distribution or sale of products pursuant to which in excess of $25,000 per annum is potentially payable or (B) any labor union, employee association or any collective bargaining agreement or similar Contract with Employeesinternational sales representative; (x) with any settlement agreement entered into since supplier, manufacturer or other Person relating to the date that is five (5) years from purchase or manufacture of products or the date receipt of this Agreement (including any agreement under services which any employment-related claim is settled)provide for aggregate future payments by Seller or Seller Subsidiary in excess of $50,000 per annum; (Axi) any Contract that includes an obligation all confidentiality and non-disclosure agreements (other than standard non-disclosure forms signed by a Seller employees generally, copies of which have been made available to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other PersonBuyer); (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to for the knowledge of Sellers, a Family Member purchase or sale of any such Related Personbusiness, corporation, partnership, joint venture, association or other business organization or any division, assets, operating unit or product line thereof; (xiii) which limit or purport to limit the ability of Seller or Seller Subsidiary or the Business to compete in any Contract pursuant to which a Seller has acquired a line of business or entitywith any Person or in any geographic area or which limit or purport to limit or restrict the ability of Seller or Seller Subsidiary with respect to the development, manufacture, marketing, sale or substantially all distribution of the assets of a business any products or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwiseservices; (xiv) pursuant to which Seller or Seller Subsidiary has granted exclusive rights with respect to the distribution, sale, manufacture or other use of any Contract that involves (A) the sharing of profits with products, Intellectual Property or other Persons or (B) the payment of royalties to any other Personassets; (xv) with any Contract that contains an earn-out Governmental Entity (other than Contracts under which Governmental Entities are customers which are disclosed or other contingent payment or obligation not required to be disclosed pursuant to clause (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practiceii) above);; and (xvi) any all foreign currency forward exchange Contracts. Each Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor set forth or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported required to be owned by a Sellerset forth on Schedule 6.10(a), including any coexistence agreements Schedule 6.6(b), Schedule 6.9(b), Schedule 6.17(b) or Schedule 6.17(e) and covenants not to sue; and (xix) any other each Contract of the Joint Venture that is material to a Seller, the Business or their respective operations, financial condition, properties or assetsis referred to herein as a “Material Contract”. (b) Each Material Contract is valid in full force and effect and, assuming due authorization, execution and delivery by the other parties thereto, is legal, valid, binding on a and enforceable against Seller or Seller Subsidiary and, to the Knowledge of Seller, each other party thereto, in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights in general and is in full force and effect. No by general principles of equity. (c) Except as set forth on Schedule 6.10(c), Seller, Seller Subsidiary or, to the Knowledge of Seller’s knowledge, any other party thereto is the Joint Venture have performed in breach of or all material respects all obligations required to be performed by them under each Material Contract and are not in material default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event To the Knowledge of Seller, no party to any Material Contract has repudiated any provision thereof or circumstance terminated any Material Contract, and none of Seller or Seller Subsidiary has occurred thatreceived written notice from the other party or parties to any such Material Contract of its intention to exercise any right of cancellation, termination or non-renewal thereof. Seller has heretofore made available to Buyer true and complete copies of all written Material Contracts. Neither Seller nor Seller Subsidiary is a party to any oral Contract that would fall within the definition of Material Contract. (d) Except as set forth on Schedule 6.10(d), none of the execution, delivery or performance of any Transaction Document or consummation of the Transaction will, under the terms, conditions or provisions of any Material Contract (A) require any Consent of, with or without notice or lapse of time or bothto any Person, would constitute an event of default under any Material Contract or (B) result in a termination thereof any increase in any payment or would cause change in any term, (C) give rise to any right of amendment, termination, cancellation or permit the acceleration or other changes of any right or obligation or the to a loss of benefit thereunder. Complete and correct copies or (D) grant any repayment or repurchase rights to any Person. (e) The current Estimates at Completion (EACs) prepared by Seller for existing Material Contracts providing for the sale of each Material Contract products by Seller or Seller Subsidiary have been made available to BuyerBuyer and reflect (i) all material costs incurred related to such Material Contracts in accordance with GAAP and (ii) reasonable and appropriate estimates to complete such Material Contracts based on actual costs incurred and estimates of the effort to complete such Material Contracts from Seller’s and Seller Subsidiary’s engineering and program management functions. There The Material Contracts for which losses have been recorded or reserved against in the Financial Statements and the amount of such losses recorded or reserved for each such Material Contract are set forth on Schedule 6.10(e). Seller and Seller Subsidiary have no disputes pending orMaterial Contracts for which a material loss should be recorded or reserved in accordance with GAAP, to other than Material Contracts for which losses have been recorded or reserved against in the knowledge of Sellers, threatened under any Material ContractFinancial Statements.

Contracts. (a) SECTION 2.10 of the Disclosure Schedule 4.08(asets forth a true, complete and correct list of the following Contracts relating to the Business or to which AHCGC is a party which are in effect as of the date of this Agreement (the "MATERIAL CONTRACTS" which term shall include the Contracts required to be disclosed pursuant to SECTION 2.16(c), SECTION 2.16(d) and SECTION 2.15(b)), other than (1) the Ancillary Agreements, (2) the Contracts included in the Excluded Seller Assets and (3) those Contracts required to be listed or described in SECTIONS 2.14(a), 2.15(b), 2.16(c)(i), 2.16(c)(ii), 2.16(d), 2.16(e), 2.18(a) or 2.28(c) of the Disclosure Schedules sets forth, by reference to the applicable subsection of this Section 4.08(a), all of the following Contracts to which a Seller is a party, by which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”):Schedule: (i) any Contract (A) containing covenants limiting the freedom of any of the Companies after the date hereof to engage in any line of business in any geographic area or to compete with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or morePerson; (ii) any Contract relating to establishing a partnership, limited liability company or joint venture, joint marketing, joint development or similar joint arrangement with any Person; (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement the obligation of any manager, officer, Employee of the Companies to officers or independent contractor, and directors (other than in their capacity as an Employee) of any other Contract with a Seller’s managers, officers, Employees of the Companies or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebyAffiliate thereof; (iv) any Contract that provides forwith any Company relating to the creation, incurrence, assumption or relates to, Indebtednessguarantee of indebtedness for borrowed money (including capitalized lease obligations); (v) any Contract that restricts a Seller for the lease of personal property to or from any Person providing for lease payments (Aindividually or in the aggregate under any master or universal lease agreement) engaging in any aspect excess of $100,000 per annum with respect to the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights Encumbrance on the Assets (including any exclusive Intellectual Property licensesother than Permitted Encumbrances), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision guaranty of performance or other provision obligating a Seller to purchase or obtain a minimum or specified amount any guaranty of Liabilities of any product or service from any PersonPerson other than a Company; (viii) any Contract that(other than one subject to clause (ix) below) relating to the purchase or disposition of any assets, following Closing, would properties or would purport to: (A) require business involving consideration or assets having a fair market value in excess of $500,000 with respect to the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any PersonBusiness; (ix) any Contract (or series of related Contracts) (other than customer Contracts which are subject to clause (xvii) below) for the purchase of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which is reasonably anticipated to extend over a period of more than twelve (12) months or involve consideration in excess of $500,000 with any labor unionrespect to the Business from one supplier, employee association excluding those which are cancelable by the applicable Company within ninety (90) days after notice without premium, penalty or any collective bargaining agreement or similar Contract with Employeesa termination payment; (x) any settlement agreement entered into since Contracts for capital expenditures in excess of $500,000 individually with respect to the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled)Business; (Axi) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment hedging arrangements with respect to, to the Liabilities or Indebtedness of any other PersonBusiness; (xii) any written Contract (other than routine employment-related Contracts, any Contract with a Related Person of a Company Benefit Plan and other than Contracts that are Excluded Seller or, to Assets and Excluded Seller Liabilities) concerning the knowledge of Sellers, a Family Member employment of any such Related PersonPerson on a full-time, part-time, consulting, or other basis whose compensation, including bonuses paid in the past twelve (12) months and excluding benefits under Company Benefit Plans, is in excess of $75,000 per annum; (xiii) any Contract pursuant for the advance or loan of any amount to which a Seller has acquired a business any director, officer or entity, or substantially all employee of the assets Companies other than for reimbursement of a business or entity, whether by way expenses in the Ordinary Course of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwiseBusiness; (xiv) any Contract that involves with a distributor or sales representative for the distribution or sale of products, materials or supplies for which payments in excess of $500,000 per annum have been made or received, which Contract is not cancelable by the Company within ninety (A90) the sharing of profits with other Persons days after notice without premium, penalty or (B) the payment of royalties to any other Persona termination payment; (xv) any Contract that contains (other than any Contract listed or described in SECTION 2.10 of the Disclosure Schedule or the Contracts required to be listed or described in SECTIONS 2.14(a), 2.15(b), 2.16(c)(i), 2.16(c)(ii), 2.16(d), 2.16(e), 2.18(a) or 2.28(c) of the Disclosure Schedule), with respect to which the consequences of an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related Adverse Event would be reasonably expected to have a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice)Material Adverse Effect; (xvi) any Contract (other than an Excluded Seller Asset) with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with (or series of related Contracts) for the sale to customers of products of the Business, the performance of which is reasonably anticipated to extend over a payment network or processor;period of more than twelve (12) months; or (xviii) any Contract that (A) provides for the creation or development other Contracts involving payments of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller $250,000 with respect to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operationsin any twelve (12) month period, financial condition, properties or assetsentered into outside the Ordinary Course of Business. (b) Each Seller has delivered or made available to Purchaser a correct and complete copy of each Material Contract. Except as set forth on SECTION 2.10(b) of the Disclosure Schedule, with respect to each of the Material Contracts, (i) such Material Contract is legal, valid and binding on a Seller in accordance with its terms the Company that is party to such Contract and, to Seller's Knowledge, each other party thereto, and is in full force and effect. No Seller oreffect as to each Company party thereto and, to Seller’s knowledge's Knowledge, any each other party thereto, (ii) such Material Contract is enforceable against each Company party thereto and, to Seller's Knowledge, each other party thereto; (iii) none of Seller, Parent, the Companies or any of their Affiliates is in breach of or default under thereunder and, to Seller's Knowledge (or A) no other party is alleged to be in material breach of or default underthereunder, and (B) or has provided or received any notice of any intention to terminate, any Material Contract. No no event or circumstance has occurred that, which with or without notice or lapse of time or both, would constitute an event of default under any Material Contract a material breach or result in a termination thereof or would cause default, or permit the termination, material modification, or acceleration or other changes thereunder and (iv) to Seller's Knowledge, there are no pending renegotiations of any right or obligation or material provisions thereof outside the loss Ordinary Course of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material ContractBusiness.

Contracts. Schedule 4.11 hereto lists, as of the date hereof, each material contract (i) to which Seller is a party or by which Seller is bound or pursuant to which the Acquired Assets are bound and (ii) which is material to the Business or financial condition of Seller (the "Acquired Contracts"), including, but not limited to, the following (provided, however, that none of the Katy Loan Documents shall be considered to be an Acquired Contract): (a) Schedule 4.08(aany contract (or group of related contracts) for the lease of personal property to or from any Person providing for lease payments in excess of $25,000 per annum; (b) any contract (or group of related contracts) between Seller and any Major Customer or Major Supplier; (c) any contract (or group of related contracts) for the Disclosure Schedules sets forthpurchase or sale of raw materials, by reference commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year or involve consideration in excess of $25,000; (d) any contract concerning a partnership or joint venture; (e) any contract granting to any Person a right of first refusal or option to purchase or acquire any material assets; (f) any capitalized lease, pledge, conditional sale or title retention agreement involving the applicable subsection payment of this Section 4.08(a)more than $25,000 in the aggregate; (g) any contract with a sales representative; (h) any contract (or group of related contracts, all other than the Katy Loan Documents) related to Indebtedness of the following Contracts Seller or pursuant to which Seller has become a Seller is a party, by which a Seller guarantor or surety or pledged their credit on or otherwise become responsible with respect to any undertaking of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”):another Person; (i) any Contract (A) with contract concerning confidentiality or noncompetition or otherwise prohibiting Seller from freely engaging in any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or morebusiness; (iij) any Contract license, royalty or other contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any PersonIntellectual Property not otherwise delivered to Buyer pursuant to Section 4.12; (iiik) any employment agreement or other Contract for or relating to a Seller’s employment or engagement of contract with any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebyGovernmental Entity; (ivl) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employeeslabor contract; (xm) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement contract under which it has advanced or loaned any employment-related claim is settled)amount to any of its directors, officers, and employees; (An) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation contract for the employment of any Intellectual Propertyindividual on a full-time, and (B) any Contract of guaranteepart-time, support, indemnification, assumption or endorsement ofconsulting, or any similar commitment with respect to, the Liabilities other basis or Indebtedness of any other Personproviding severance benefits; (xiio) any contract (other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiiiKaty Loan Documents) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) limits or contains restrictions on the sharing ability of profits with Seller to declare or pay dividends on, to make any other Persons 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 and sell any assets or properties, to change the line of business in which it participates or engages or engage in any merger or business combination or (B) the payment requires Seller to maintain specified financial ratios or levels of royalties to any net worth or other Personindicia of financial condition; (xvp) any Contract that contains an earn-out other contract (or other contingent payment or obligation (group of related contracts) the performance of which contingent payment or obligation is not related to a warranty or rights involves consideration in excess of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue$50,000; and (xixq) any other Contract that is material enforceable agreement to a Seller, do any of the Business or their respective operations, financial condition, properties or assets. foregoing described in clauses (ba) through (p). Each Material Contract is valid and binding on a Seller in accordance with its terms and of the Acquired Contracts is in full force and effecteffect and constitutes the legal, valid and binding obligations of the respective parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, applicable equitable principles or similar laws from time to time in effect affecting the enforcement of creditors' rights generally. No Except as disclosed in Schedule 4.11, (i) Seller oris not in default under any of the Acquired Contracts, to Seller’s knowledge, (ii) no consent of any other party thereto to any of such Acquired Contracts is in breach required for any of or default under (or is alleged such contracts to be assigned to Buyer following the Closing, (iii) upon the consent of the required parties, if any, each Acquired Contract will continue to be legal, valid, binding, enforceable, and in breach full force and effect on identical terms following the consummation of the transactions contemplated hereby, (iv) no party has repudiated any provision of the Acquired Contract and (v) the rights and obligations of Seller under each Acquired Contract are exclusive to Seller and are not shared with the Affiliates of Seller, or default under) or any other parties. Each of the foregoing Acquired Contracts has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to for review by Buyer. There are no disputes pending orIn the case of any Acquired Contract described above which is not written, Seller has provided to the knowledge Buyer a brief written description of Sellers, threatened under any Material such Acquired Contract.

Contracts. (a) Schedule 4.08(a) Section 4.13 of the Disclosure Schedules Schedule sets forth, by reference to the applicable subsection forth a complete and accurate list of this Section 4.08(a), all of the following Contracts to which a Seller the Company is a party, party or by which a Seller or any of its assets or properties are boundit is bound (collectively, or in respect of which a Seller receives revenue (each, a the “Material ContractContracts”): (ia) any Contract (A) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or more; (ii) any Contract Contracts relating to a partnershipthe acquisition or disposition, joint venture, joint marketing, joint development or similar joint arrangement with any Person; (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby; (iv) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in outside the ordinary course of business consistent with past practice, of any business or division of a business or the assets or securities of any other Person or for the grant to any Person of any preferential rights to purchase any of such assets or securities (including any earn-out or agreement for the deferred payment of purchase price) other than in the ordinary course of business; (b) Contracts for joint ventures, partnerships or sharing of profits or proprietary information; (c) Contracts containing covenants limiting the right of the Company to compete in any line of business or with any Person in any geographical area or from soliciting or hiring any Person with respect to employment, or covenants limiting the right of any other Person to compete with the Company in any line of business or in any geographical area or from soliciting or hiring any Person with respect to employment except, with respect to covenants not to solicit or hire, for any such Contracts in the ordinary course with customers and suppliers, or providing for “meet competition,” “most favored nation” pricing terms or similar rights, or establishing an exclusive sale or purchase obligation with respect to any Person, product or any geographic location; (d) Contracts evidencing Indebtedness (whether incurred, assumed or guaranteed by the Company or secured by any Asset); (xvie) Contracts under which the Company is required to provide continuing indemnification or a guarantee of obligations of any Contract Person in excess of $25,000, except for any such Contracts in the ordinary course with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institutioncustomers; (xviif) Contracts under which the Company has advanced or loaned any Contract with a payment network amount to any of its managers, officers and employees which remain unsatisfied or processorunforgiven; (xviiig) any Contract that Contracts required to be listed in Section 4.10(a) and Section 4.12(c) of the Disclosure Schedule; (Ah) provides Contracts for the creation or development lease of personal property that involve payments by the Company in excess of $10,000 per year; (i) Contracts relating to any Intellectual Property by Sellers for any used in the Business (other Person, than off-the shelf software licensed under shrink wrap agreements) or provides for pursuant to which the assignment, sale or other transfer Company has granted a license of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person third party; ▇▇▇▇▇▇▇▇.▇▇.▇▇▇▇▇▇▇▇ (Cj) includes Contracts with any grant by a Seller to labor union or labor organization; (k) Contracts providing for indemnification of any other Person officer or manager of a licensethe Company, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses any existing directors’ and officers’ insurance policy and as provided in Company’s Organizational Documents, as currently in effect; (l) Contracts granting a power of attorney or similar power by the Company for Off-the-Shelf Software); any purpose whatsoever; (m) Contracts with any Affiliate of the Company; (n) Contracts involving any resolution or settlement of any actual or threatened Legal Proceeding involving amounts in dispute in excess of $10,000, or which imposed material continuing obligations on the Company; (o) Contracts with any customer of the Company that (i) involve payments to the Company in excess of $500,000 in any period of twelve (12) consecutive months or (Eii) restrictsexcept as set forth in the Company’s standard form of Master Service Agreement and Statement of Work (both of which have previously been delivered or made available to Buyer), limits contain warranties or places any conditions on a Seller’s ability indemnities covering the work product of contingent workers, independent contractors and other temporary personnel assigned to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to suecustomers; and (xixp) any other Contracts (other than those listed in clauses (a) through (o) of this Section 4.13 and other than the Employment Contracts) that involve payments by the Company in excess of $30,000 per year that are not terminable by the Company upon sixty (60) days’ notice or less without liability, premium or penalty. Assuming due authorization, execution and delivery by the other parties thereto, each Material Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) Each Material and each Employment Contract is valid and is binding on a Seller in accordance with its terms the Company and, to the Company’s Knowledge, each other party thereto and is in full force and effect. No Seller orNeither the Company nor, to Sellerthe Company’s knowledgeKnowledge, any other party thereto thereto, is in default or breach in any material respect under the terms of, nor has the Company received any notice of any material default or breach under, any such Material Contract or Employment Contract, and no event or circumstance has occurred that, with the passage of time or the giving of notice or both, would constitute a material default under (thereunder or is alleged would permit material modification, acceleration or termination of any such Material Contract or Employment Contract or the loss of any material benefit thereunder. The Company has delivered or made available to be in breach Buyer true, correct and complete copies of or default under) or all Material Contracts and of all Employment Contracts, together with all amendments thereto. Neither the Company nor, to the Company’s Knowledge, any other party thereto, has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under terminate any Material Contract.

Contracts. (a) Each correspondingly lettered Section of Schedule 4.08(a) of the Disclosure Schedules 4.14 sets forthforth a true, by reference to the applicable subsection of this Section 4.08(a), all correct and complete list of the following Contracts to which a Seller any Acquired Company is a partyparty that are currently in force or under which any Acquired Company has continuing benefits, by which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue liabilities and/or obligations (each, a “Material Contract”other than the Company Benefit Plans set forth on Schedule 4.17(a) and the insurance policies on Schedule 4.18): (a) bonds, debentures, notes, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other Contracts relating to the borrowing of money or the deferred purchase price of property or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of any Acquired Company; (b) Contracts that were not entered into in the ordinary course of business, consistent with past practice; (c) leases of any personal property and all other Contracts involving any properties or assets (whether real, personal or mixed, tangible or intangible), involving an annual commitment or payment of or performance having a value of more than $50,000 by any Acquired Company; (d) Contracts that (i) limit or restrict any Contract Acquired Company or any officers, directors, managers, members, employees, shareholders or other agents or representatives of any Acquired Company (Ain their capacity as such) with from engaging in any Top Vendorbusiness or other activity in any jurisdiction, (ii) create or purport to create any exclusive or preferential relationship or arrangement (including without limitation, a most-favored nation provision), (iii) otherwise restrict or limit any Acquired Company’s ability to operate or expand its business, or (Biv) providing for payments (whether fixedimpose, contingent or otherwise) by purport to impose, any obligations or to a Seller in an aggregate amount restrictions on any Affiliate of $15,000 or moreany Acquired Company; (iie) Contracts for capital expenditures or the acquisition or construction of fixed assets requiring the payment by any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any PersonAcquired Company of an amount in excess of $50,000; (iiif) Contracts that provide for any employment agreement payment or other Contract for benefit upon the execution hereof or relating to a Seller’s employment the Closing or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement hereby, including accelerated vesting or the documents contemplated herebyother similar rights; (ivg) Contracts granting any Contract Person a Lien on all or any part of any properties or assets of any Acquired Company; (h) Contracts for the cleanup, abatement or other corrective actions in connection with any contamination by Hazardous Materials or the investigation or remediation of any existing environmental condition; (i) Contracts granting to any Person an option or a right of first refusal, first-offer or similar preferential right to purchase or acquire any assets of any Acquired Company; (j) Contracts with any agent, distributor or representative that provides foris not terminable without penalty on thirty (30) days’ or less notice; (k) Contracts for the granting or receiving of a license, sublicense or relates tofranchise or under which any Person is obligated to pay or has the right to receive a royalty, Indebtednesslicense fee, franchise fee or similar payment; (l) Contracts (i) pursuant to which material Company Intellectual Property is licensed or transferred to any third party (other than end user licenses in the ordinary course of business) or (ii) pursuant to which a third party has licensed or transferred any material Company Intellectual Property to the Company (other than licenses for commercially available, off-the-shelf software applications with a replacement cost and/or aggregate annual license and maintenance fee of less than $10,000); (m) Contracts providing for the indemnification or holding harmless of any officer, member, manager, director or employee; (n) Joint venture or partnership Contracts or Contracts entitling any Person to any profits, revenues or cash flows of any Acquired Company or requiring payments or other distributions based on such profits, revenues or cash flows; (o) Contracts with the Company’s top 40 Customers by revenue; (p) Contracts with Suppliers; (q) outstanding powers of attorney empowering any Person to act on behalf of any Acquired Company; (r) Contracts relating to any co-operative organization, franchise organization or similar organization; (s) Contracts with any Governmental Entity; (t) Employment Agreements; (u) Contracts with any independent contractor or consultants; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sueMedical Provider Agreements; and (xixw) Contracts (other than those described in Subsections (a) through (v) of this Section 4.14) to which any other Contract Acquired Company is a party or by which any Acquired Company’s properties or assets are bound (i) involving an annual commitment or annual payment to or from the Company of more than $100,000 individually or (ii) that is are material to a Sellerthe Acquired Companies, individually or in the Business or their respective operationsaggregate. True, financial conditioncorrect and complete copies of all Company Contracts have been provided to the Purchaser. The Company Contracts are legal, properties or assets. (b) Each Material Contract is valid valid, binding and binding on a Seller enforceable in accordance with its their respective terms and is in full force and effect. No Seller orwith respect to Acquired Companies and, to Seller’s knowledgethe Knowledge of the Seller Parties, any each other party thereto thereto. There is in no existing default or breach of or default any Acquired Company under any Company Contract (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred condition that, with notice or without lapse of time or both could constitute a default or breach) and, to the Knowledge of the Seller Parties, there is no such default (or event or condition that, with notice or lapse of time or both, would could constitute an event a default or breach) with respect to any third party to any Company Contract. None of default under the Acquired Companies is participating in any Material discussions or negotiations regarding modification of or amendment to any Company Contract or result entry in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material new Contract.

Contracts. (a) Schedule 4.08(a) of the Disclosure Schedules sets forth, by reference Subject to the applicable subsection of limitations set forth in this Section 4.08(a)3.12, all Schedule 3.12(a) sets forth a true, complete and correct list of the following types of Contracts to which a Seller any of the Companies is a party, by which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”):: (i) any Contract (A) with any Top VendorContracts relating to employment, or (B) providing for payments (whether fixedincluding non-competition, contingent non-solicitation, or otherwise) by or assignment of inventions provisions with respect to a Seller in an aggregate amount any employee of $15,000 or morethe Companies; (ii) any Contract relating to a partnershipContracts providing for severance, joint ventureretention, joint marketing, joint development change in control or other similar joint arrangement with any Personpayments; (iii) any employment agreement management services, consulting or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebyservices Contracts; (iv) Contracts providing for payments by or to the Companies in excess of Fifteen Thousand Dollars ($15,000) during any Contract that provides fortwelve-month period, except for such Contracts as are cancelable without penalty on notice of thirty (30) days or relates to, Indebtednessfewer or in connection with any Acquired Structured Settlements; (v) collective bargaining agreements or other Contracts with any Contract that restricts a Seller from (A) engaging in any aspect of the Businesslabor organization, (B) participating union or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Sellerassociation; (vi) Contracts containing a covenant of the Companies not to compete in any Contract under which a Seller grants line of business or with any exclusive rights (including Person in any exclusive Intellectual Property licenses)geographical area or, rights of first refusal not to solicit or rights of first negotiation to hire any Person; (vii) Contracts with the Sellers or any Contract containing a current or former officer, manager or Affiliate of the Companies or with any “requirementsassociate” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Securities Exchange Act of 1934, as amended) of any product such officer or service from any Personmanager (“Related Persons”); (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any PersonLeases; (ix) any Contract with any labor unionContracts providing for a lease, employee association or any collective bargaining agreement sublease or similar Contract with Employeesany Person under which (A) the Companies are lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person or (B) the Companies are lessor or sublessor of, or makes available for use by any Person, any tangible personal property owned or leased by the Companies; (x) Contracts relating to the incurrence, assumption or guarantee of any settlement agreement entered into since Indebtedness or imposing a Lien on any of the date that is five (5) years from assets of the date of this Agreement (including any agreement under which any employment-related claim is settled)Companies; (Axi) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringementagreements under which the Companies have created, misappropriationincurred, misuseassumed, dilution guaranteed or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or secured Indebtedness of any another Person (other Personthan a Subsidiary); (xii) other than routine employmentany agreements relating to outstanding letters of credit or performance bonds or creating any Liability as guarantor, surety, co-related Contractssigner, any Contract with a Related Person endorser, or co-maker, in each case in respect of a Seller or, to the knowledge of Sellers, a Family Member obligation of any such Related PersonPerson to make payments or perform services where either of the Companies is a party; (xiii) any Contract pursuant to which a Seller has acquired a business Contracts for the acquisition or entitydisposition (whether by merger, sale of stock, sale of assets or otherwise) of substantially all of the assets of a business the Companies or entity, whether by way the grant of merger, consolidation, any preferential rights to purchase such assets or requiring the consent of equity interests, purchase of assets, license or otherwiseany party to the transfer thereof; (xiv) Contracts with any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other PersonGovernmental Entity; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is agreements imposing material indemnification obligations not related to a warranty or rights of indemnification granted by a Seller in the ordinary course Ordinary Course of business consistent with past practice)Business and not specified in any other clause of this subsection; (xvi) any Contract with any Governmental Authorityagency, any prime contractordealer, higher-tier subcontractor or reseller to a Governmental Authoritysales representative, or university, college marketing or other post-secondary educational institutionsimilar Contracts; (xvii) Contracts for any Contract with a payment network joint venture, partnership or processorother similar arrangement; (xviii) any Contract that powers of attorney; (Axix) provides for the creation licenses, sublicenses or development of options with respect to any Intellectual Property by Sellers for Rights (including any other Person, such license under which the Companies are licensee or provides for the assignment, sale or other transfer licensor of any interest in such Intellectual Property by a Seller to Rights) except for in-bound licenses of generally available commercial software on standard terms and requiring the payment of fees (including any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission maintenance and support fees) of Fifteen Thousand Dollars ($15,000) or right less during the period running from January 1 to use any Company IP; December 31, 2013; (Dxx) includes any grant by any other Person to a Seller of a license, permission non-disclosure or right to use any Intellectual Property standstill Contracts; (other than licenses for Off-the-Shelf Software); or (Exxi) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported the Acquired Structured Settlement Contracts required to be owned by a Seller, including any coexistence agreements and covenants not to suedisclosed under Section 3.26 hereof; and (xixxxii) any other Contract that is material Contracts obligating the Companies to provide or obtain products or services for a Seller, period of one month or more or requiring the Business Companies to purchase or their respective operations, financial condition, properties sell a stated portion of its requirements or assetsoutputs. (b) Each Material Contract is valid and binding Except as set forth on a Seller Schedule 3.12(b), all Contracts set forth in accordance with its Schedule 3.12(a) (the “CBC Contracts”) were entered into on arms’ length terms and is are valid, binding and in full force and effecteffect and, assuming due authorization execution and delivery by the other parties thereto, are enforceable by the Companies in accordance with their terms except as limited by the Bankruptcy and Equity Exception. No Seller orTrue, complete and correct copies of all written CBC Contracts have previously been made available to the Purchaser. Except as set forth and summarized on Schedule 3.12(b), there are no unwritten CBC Contracts. (c) Neither the Companies nor, to Seller’s knowledgethe Knowledge of the Sellers, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No and no event or circumstance has occurred that, which with or without notice or lapse of time or bothboth would become a breach of or default under, would constitute an event of default under any Material CBC Contract, and no party to any CBC Contract or result in a termination thereof or would cause or permit has given the acceleration or other changes Companies any written notice of any right claim of any such breach, default or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material Contractevent.

Contracts. (a) Schedule 4.08(a5.11(a) lists all Commitments of the Disclosure Schedules sets forth, by reference Company or of Seller (with respect to the applicable subsection of this Section 4.08(aBusiness) (other than those set forth on Schedule 5.9(b), all of the following Contracts to which a Seller is a partySchedule 5.17(b) or Schedule 5.17(c)), by which a Seller or any of its assets or properties are bound, or in respect of which a Seller receives revenue (each, a “Material Contract”):including: (i) any Contract (A) with any Top Vendor, or (B) providing for payments all Leases and Commitments relating to the lease (whether fixed, contingent as lessor or otherwiselessee) by or to a Seller in an aggregate amount of $15,000 or morepersonal property; (ii) any Contract relating to all Commitments for the purchase or sale of inventories, materials, commodities, supplies, products, spare parts or other property or for the furnishing or receipt of services; (iii) all Commitments concerning a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Person; (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated herebycooperation arrangement; (iv) any Contract that provides for, all Commitments providing for management services or relates to, Indebtednessfor the services of independent contractors or consultants (or similar arrangements); (v) any Contract that restricts a Seller from (A) engaging all Commitments relating in any aspect of the Business, (B) participating whole or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any part to Intellectual Property owned or purported to be owned by a Sellernot set forth on Schedule 5.9(b); (vi) any Contract under which a Seller grants any exclusive rights all Commitments relating to or evidencing indebtedness of the Company (including any exclusive Intellectual Property licensesor the creation, incurrence, assumption, securing or guarantee thereof), rights of first refusal or rights of first negotiation to any Person; (vii) all Commitments under which (A) any Contract containing a “requirements” provision Person has directly or indirectly guaranteed any indebtedness or other provision obligating a Seller to purchase Liabilities of the Company or obtain a minimum (B) the Company has directly or specified amount indirectly guaranteed any indebtedness or other Liabilities of any product or service from any Person; (viii) all Commitments under which the Company has directly or indirectly made any Contract thatadvance, following Closingloan, would extension of credit or would purport capital contribution to: (A) require , or other investment in, any Person, including employees, or which involve a sharing of profits, losses, costs or Liabilities by the Business to grant Company with any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any other Person; (ix) all Commitments providing for or granting a Lien (other than a Permitted Lien) upon any Contract with any labor union, employee association assets or any collective bargaining agreement or similar Contract with Employeesproperties of the Company; (x) all Commitments between or among the Company, on the one hand, and any settlement agreement entered into since Affiliate, officer, director or employee of the date that is five (5) years from Company or any Affiliate of any thereof, on the date of this Agreement (including any agreement under which any employment-related claim is settled)other hand; (Axi) all Commitments with any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringementbroker, misappropriationdistributor, misusedealer, dilution sales representative, supplier or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Personmanufacturer; (xii) other than routine employmentall Commitments providing for or containing confidentiality and non-related Contracts, any Contract with a Related Person of a Seller or, to the knowledge of Sellers, a Family Member of any such Related Persondisclosure obligations; (xiii) all Commitments for the purchase or sale of any Contract pursuant to which a Seller has acquired a business, corporation, partnership, joint venture, association or other business organization or entityany division, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license operating unit or otherwiseproduct line thereof; (xiv) all Commitments which limit or purport to limit the ability of the Company to compete in any Contract that involves (A) line of business or with any Person or in any geographic area or which limit or purport to limit or restrict the sharing ability of profits the Company with respect to the development, manufacture, marketing, sale or distribution of, or other Persons rights with respect to, any products or (B) the payment of royalties to any other Personservices; (xv) all foreign currency forward exchange Contracts, foreign currency option and other derivative Contracts and letters of credit; (xvi) all Commitments with any Contract that contains an earn-out Governmental Entity; and (xvii) all Commitments containing any restrictions with respect to payment of dividends or any other contingent payment distributions in respect of the capital stock of the Company. (b) All Commitments of the Company and all Seller IP Commitments were entered into in the ordinary course of business consistent with past practices. Each Commitment of the Company and each Seller IP Commitment is in full force and effect and is legal, valid, binding and enforceable in accordance with its terms. Except as set forth on Schedule 5.11(b), none of the Commitments of the Company or obligation (which contingent payment Seller IP Commitments requires any payments or obligation is not related to a warranty the performance of any obligations other than payments or rights the performance of indemnification granted by a Seller any obligations in the ordinary course of business consistent with past practice);. (xvic) any Contract Except as set forth on Schedule 5.11(c), each of Seller and the Company (and, to the knowledge of Seller, each of the other party or parties thereto), has performed all obligations required to be performed by it under each Commitment of the Company and each Seller IP Commitment. Except as set forth on Schedule 5.11(c), no event has occurred or circumstance exists with any Governmental Authorityrespect to Seller or the Company or, any prime contractorto the knowledge of Seller, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller respect to any other Person of a license, permission or right to use any Company IP; that (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) Each Material Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller or, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or the giving of notice or both) may contravene, would constitute an event of default under any Material Contract conflict with or result in a violation or breach of or give Seller or the Company or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity of, or to cancel, terminate or modify, any Commitment of the Company or Seller IP Commitment. No party to any Commitment of the Company or Seller IP Commitment has repudiated or terminated any Commitment of the Company or Seller IP Commitment and Seller has no reason to believe that any other party or parties to any Commitment of the Company or Seller IP Commitment intends to exercise any right of cancellation, termination thereof or would cause non-renewal thereof. Seller has heretofore delivered to Buyer true and complete copies of all Commitments of the Company and Seller IP Commitments. (d) Except as set forth on Schedule 5.11(d), (i) there are no "change of control" or permit similar provisions or any obligations arising under any Commitment of the Company (other than immaterial Commitments which can be readily replaced by the Company without expense in excess of $10,000 in the aggregate on substantially similar terms) or Seller IP Commitment which are created, accelerated or triggered by the execution, delivery or performance of any Transaction Document or the consummation of the Transaction and (ii) none of the execution, delivery or performance of any Transaction Document or consummation of the Transaction will, under the terms, conditions or provisions of any Commitment of the Company or Seller IP Commitment (A) require any Consent of, with or to any Person, (B) result in any increase in any payment or change in any term, (C) give rise to any right of amendment, termination, cancellation or acceleration or other changes of any right or obligation or the to a loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available or (D) grant any repayment or repurchase rights to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material ContractPerson.