Common use of Material Contracts Clause in Contracts

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect to the Business) or Company is a party or to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contract.

Material Contracts. Schedule 2.5 lists each Contract (a) Section 4.15 of the Company Disclosure Schedules sets forth a true, correct and complete list, as of the date of this Agreement, of the following Contracts (but not including any Lease Agreements, which are addressed by Section 4.23) to which Seller (with respect to the Business) or Company is a party or to which Seller or Company or any of their properties the Company Subsidiaries is subject party or by which Seller any of the Company or any of the Company Subsidiaries’ assets or properties are bound (collectively, the “Material Contracts”): (i) any Contract not otherwise described in any other subsection of this Section 4.15(a) that would be required to be filed by the Company as a “material contract” (as such term is bound defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) any Contract pursuant to which the Company and/or any of the Company Subsidiaries may be entitled to receive or obligated to pay more than $750,000 in any calendar year; (iii) any Contract that requires the Company or any of the Company Subsidiaries to purchase its total requirements of any product or service from any other Person or contains “take or pay” or similar provisions; (aiv) is any Contract that contains a Customer “most-favored-nation” clause or similar term that provides preferential treatment with respect to pricing, in each case, other than Contracts that expire or are terminable or cancellable without penalty within one year following the Closing Date or such Contracts that are immaterial to the conduct of the business of the Company and the Company Subsidiaries, taken as a whole; (v) any Contract that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to (A) compete in any line of business, with any Person, in any geographic area or during any period of time, including by limiting the ability to sell any particular services or products to any Persons, or (B) solicit any customers or individuals for employment (other than customary employee non-solicitation covenants contained in vendor, partner or supplier contracts entered into in the ordinary course of business); (vi) any Contract requiring or otherwise relating to any future capital expenditures by the Company or any of the Company Subsidiaries in excess of $500,000 individually or $1,000,000 in the aggregate, in each case, other than Contracts that expire or are terminable or cancellable without penalty within one year following the Closing Date; (vii) any Contract relating to the creation, incurrence, assumption or guarantee of any Indebtedness in excess of $500,000 individually or $1,000,000 in the aggregate, other than accounts receivable and payables incurred or arising in the ordinary course of business; (viii) any Contract that relates to the acquisition or disposition of any business, a material amount of stock or assets of any Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (ix) any Contract that provides for payments the establishment or operation of any joint venture, partnership, joint development, strategic alliance or similar arrangement that is material to the business of the Company and the Company Subsidiaries, taken as a whole; (x) any Contract to which a (A) Governmental Authority (other than Contracts with a Governmental Authority in its capacity as a customer of the Company or performance by Seller or any Company in excess of $250,000 in the aggregateSubsidiary), (bB) Major Supplier or (C) Major Customer is a Supplier party; (xi) any Contract that provides for involving any resolution or settlement of any actual or threatened Proceeding which will involve payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which $100,000 individually or $250,000 in the Business is substantially dependent aggregate or the absence of which would have a material adverse effect on the Business, (g) that provides for an extension any material injunctive or other non-monetary relief; (xii) any hedging, swap, derivative or similar Contract; (xiii) any Contract under which (A) the Company or any of credit other than consistent with normal credit termsthe Company Subsidiaries has licensed or otherwise made available any Company Owned IP to a Third Party, (h) limits including agreements containing releases, immunities from suit, covenants not to ▇▇▇ or restricts the ability of Seller (non-assertion provisions with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, Owned IP (i) provides except for a guaranty or indemnity by Seller (with respect non-exclusive licenses granted to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director ’s or any Associate, of Seller Company Subsidiary’s customers or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made vendors in the ordinary course of business or partners in the ordinary course of business in substantially similar form as the licenses granted under the partner Contracts linked to in the “Links to Key Terms of Service and Privacy Statement” document Made Available in the Data Room), and/or (each B) Intellectual Property that is material to the business of whichthe Company or the Company Subsidiaries is licensed or otherwise made available (including through agreements containing releases, together with each Contracts relating immunities from suit, covenants not to ▇▇▇ or non-assertion provisions) to the Company or any of the Intangible Property listed on Schedule 2.7Company Subsidiaries by any Person (except for Shrink Wrap Licenses, being a "Material Contract"Open Source Software licenses and licenses granted to the Company or any of the Company Subsidiaries from consultants or independent contractors performing services for the Company or any of the Company Subsidiaries and which license grants are in substantially similar form as the licenses granted under the consultant and contractor Contracts in the “Standard Forms of Agreement” folder Made Available in the Data Room) (such Contracts under this clause (B). True , “Company IP Licenses”); (xiv) any labor, collective bargaining agreement or similar agreements; and (xv) any insurance policies required to be set forth in Section 4.20 of the Company Disclosure Schedules. (b) The Company has Made Available to Parent, true, correct and complete copies of each Material Contract, Contract (including all amendments modifications, amendments, supplements, annexes and supplements theretoschedules thereto and written waivers thereunder). Except as has not had and would not reasonably be expected to have, have been made available to Buyer. Each individually or in the aggregate, a Company Material Adverse Effect, (i) each Material Contract is in full force and effect and is a valid and subsisting; Seller binding agreement enforceable against the Company or Companyany of the Company Subsidiaries party thereto in accordance with its terms, except as applicablesuch enforceability may be limited by bankruptcy, has duly performed in all material respects all insolvency, moratorium and other similar Applicable Laws affecting creditors’ rights generally and by general principles of its obligations thereunder to equity, and (ii) as of the extent that such obligations to perform have accrued; and no material breach or defaultdate of this Agreement, alleged material breach or defaultnone of the Company nor any of the Company Subsidiaries party to, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company ornor, to the best knowledge of Seller and Company’s Knowledge, any other party to any Material Contract, is in breach of or obligor with respect theretodefault under, or has occurred provided or as a result received any written notice of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) intention to terminate or modify any rights seek renegotiation of, or accelerate or augment any obligation of, Seller or Company under any Material Contract.

Material Contracts. Schedule 2.5 lists each As of the date hereof, neither Parent nor any of its Subsidiaries is a party to or bound by any Contract that (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (ii) would, after giving effect to which Seller the Merger, limit or restrict the Surviving Corporation or any of its Subsidiaries or any successor thereto, from engaging or competing in any line of business that it currently engages in or is a reasonable extension thereof (including after the Effective Time) or in any geographic area or contains exclusivity or non-solicitation provisions with respect to the Business) or Company is a party or to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregatecustomers, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (hiii) limits or otherwise restricts the ability of Seller Parent or any of its Subsidiaries to pay dividends or make distributions to its stockholders, or (with respect iv) provides for the operation or management of any operating assets of Parent or its Subsidiaries by any person other than Parent or its Subsidiaries. Each Contract of the type described in this Section 4.25, whether or not set forth on Section 4.25 of the Parent Disclosure Schedule and whether or not entered into on or prior to the Business) date hereof, is referred to herein as a “Parent Material Contract.” Each Parent Material Contract is a valid and binding obligation of the Parent or Company to compete its Subsidiary party thereto enforceable against Parent or otherwise to conduct its business Subsidiary party thereto in any manner or place, accordance with its terms (except that (i) provides for a guaranty such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or indemnity by Seller other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (with respect ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent discretion of the balance sheets referred court before which any proceeding therefor may be brought) and, to Parent’s knowledge, each other party thereto, and is in Section 2.3)full force and effect, (n) is an offshore production contract or (o) was not made in the ordinary course of business (and each of which, together with Parent and each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being its Subsidiaries which is a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, party thereto has duly performed in all material respects all obligations required to be performed by it to the date hereof under each Parent Material Contract and, to Parent’s knowledge, each other party to each Parent Material Contract has performed in all material respects all obligations required to be performed by it under such Parent Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. None of Parent or any of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or defaultSubsidiaries has knowledge of, or event has received notice of, any violation of or default under (or any condition which would (with the passage of time, time or the giving of notice or both) constitute would cause such a material breach violation of or default thereunder under) any Parent Material Contract to which it is a party or by Seller which it or Company any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or, after giving effect to the best knowledge of Seller and CompanyMerger, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Parent Material ContractAdverse Effect.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect a) Except for this Agreement, the Company Benefit Plans, agreements filed as exhibits to the Business) or Company SEC Documents and except as set forth on Section 3.20 of the Company Disclosure Schedule, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or to which Seller bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) imposes any restriction on the right or ability of the Company or any of their properties is subject its Subsidiaries to compete with any other person or by which Seller acquire or dispose of the securities of another person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company is bound that or any of its Subsidiaries in a material manner, other than those contained in customary oil and gas leases; (aiii) is a Customer any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $50 million, except any transaction among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries; (iv) any Contract that provides for payments to the acquisition or performance by Seller disposition of assets, rights or Company properties with a value in excess of $250,000 100 million; (v) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries and any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Interests; (vi) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the aggregatecase may be; (vii) any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than (A) advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Gas Interests not covered by a joint operating agreement or participation agreement or (B) any loan or capital contribution to, or investment in, (b1) the Company or one of its wholly owned Subsidiaries, (2) any person (other than an officer, director or employee of the Company or any of its Subsidiaries) that is less than $100 million to such person or (3) any officer, director or employee of the Company or any of its Subsidiaries that is less than $5 million to such person; (viii) any Contract providing for the sale by the Company or any of its Subsidiaries of Hydrocarbons that (A) has a Supplier remaining term of greater than 60 days or (B) contains a “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor; (ix) any Contract that provides for payments by Seller a call or option on production, or acreage dedication to a gathering, transportation or other arrangement downstream of the wellhead, covering in excess of 15,000 barrels of oil equivalent per day of Hydrocarbons (calculated on a yearly average basis); (x) any joint development agreement, exploration agreement, participation or program agreement or similar agreement that contractually requires the Company and its Subsidiaries to make expenditures that would reasonably be expected to be in excess of $250,000 200 million in the aggregateaggregate during the 12-month period following the date of this Agreement; (xi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations (c) is a Government Contractother than asset retirement obligations, (d) after June 27, 1997 obligates Seller or plugging and abandonment obligations and other reserves of the Company to pay an amount of $250,000 or more set forth in the aggregateCompany Reserve Reports and the GOM Reserve Reports that have been provided to Parent prior to the date of this Agreement), (e) has an unexpired term as of that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of three years, $100 million; and (fxii) represents a Contract upon which the Business is substantially dependent any material lease or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (sublease with respect to the Business) or a Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material ContractLeased Real Property.

Material Contracts. (a) Schedule 2.5 lists 5.9(a) sets forth all of the following Contracts, in each Contract case, which both (i) relate exclusively to, or are necessary for Seller’s conduct of, the Business and (ii) to which Seller or any Affiliate is a party or by which Seller or any Affiliate or Seller’s or any Affiliate’s assets or properties are bound (collectively, the “Material Contracts”): (i) each Contract with the Customers of the Business, including each alarm lease, maintenance agreement, repair agreement, service agreement and monitoring agreement with Customers of the Business (collectively, the “Customer Contracts”); (ii) each Contract relating to any partnership, joint venture, strategic alliance or sharing of profits; (iii) each Contract limiting the right of Seller to (1) engage in or compete with any Person in any business or in any geographical area or (2) solicit or hire any Person or customers with respect to the Business; (iv) each Intellectual Property License, except for licenses implied by the sale of goods, licenses to Software generally commercially available, off the shelf Software or Company is Software licensed pursuant to shrink-wrap or “click to accept” agreements; (v) each Contract relating to the incurrence, assumption or guarantee of any indebtedness or imposing a party or to which Seller or Company or Lien on any of their properties is subject the Purchased Assets; (vi) each Real Property Lease; (vii) each Personal Property Lease; (viii) each Contract pertaining to employment arrangements with any Employee, including any Contract providing for severance, retention, change in control or by which Seller other similar payments or Company is bound that benefits of Employees; (aix) is each Contract between Seller, on the one hand, and Seller’s Affiliates, on the other hand; (x) each Contract with a Customer Governmental Body; (xi) each Contract that provides contains a “most favored nation” clause or other term providing preferential pricing or treatment; and (xii) each Contract that is otherwise material to, or necessary for payments to or performance by Seller or Company in excess of $250,000 in Seller’s conduct of, the aggregateBusiness, other than the Excluded Contracts. (b) Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of Seller and, to the Knowledge of Seller, of the other parties thereto, enforceable against each of them in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a Supplier Contract that provides for payments by proceeding at law or in equity). Seller or Company is not in excess material breach of $250,000 in the aggregate, (c) is a Government any Material Contract, (d) after June 27nor, 1997 obligates to the Knowledge of Seller, is any other party to any Material Contract in material breach thereof. Seller has delivered or Company made available to pay an amount Purchaser true, correct and complete copies of $250,000 or more in the aggregate, (e) has an unexpired term as all of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of whichMaterial Contracts, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7all amendments, being a "Material Contract"). True copies of each Material Contract, including all amendments and modifications or supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contract.

Material Contracts. (a) Section 3.15(a) of the Disclosure Schedule 2.5 lists sets forth, as of the date of this Agreement, a true and complete list of each Contract of the following types of Contracts to which Seller (with respect to the Business) Company or Company any of its Subsidiaries is a party or by which any of their respective properties or assets is bound and that relate primarily to the Purchased Assets, the Assumed Liabilities or the Business (each, a “Company Material Contract”): (i) each Contract pursuant to which Seller any material Third Party Intellectual Property Rights that are used, or held for use by the Company or any of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Company its Subsidiaries in excess of $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which connection with the Business is, or is substantially dependent required to be, licensed, sublicensed, sold, assigned or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits otherwise conveyed or restricts the ability of Seller (with respect provided to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services its Subsidiaries in connection with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts the Business (other than as provided (A) Contracts for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3)Standard Software, (nB) is an offshore production contract or (o) was not made non-disclosure agreements entered into in the ordinary course of business (each, an “NDA”), (C) customary invention assignment agreements with employees and independent contractors entered into in the ordinary course of business and (D) Contracts related to membership in any Standards Body); (ii) each Contract pursuant to which any material Transferred Business Intellectual Property Rights or any other material right included in the Purchased Assets (whether or not currently exercisable) or interest in any material Transferred Business Intellectual Property Rights is, or is required to be, licensed (whether or not such license is currently exercisable), sublicensed, sold, assigned or otherwise conveyed or provided to a Third Party by the Company or any of whichits Subsidiaries in connection with the Business (other than (A) NDAs and (B) Contracts for the purchase, together sale or non-exclusive license of Data Center Products or Intellectual Property Rights used with such Data Center Products entered into in the ordinary course of business); (iii) each (A) Contract that includes a covenant not to ▇▇▇ that is material to the Business, other than Contracts which are licenses to Intellectual Property Rights or Contracts relating to membership in any Standards Body or (B) any settlement agreement imposing material restrictions on the operation of the Business as currently conducted; (iv) each Contract (including any government contract) that has not been fully performed for the sale or distribution by the Company or any of its Subsidiaries in connection with the Intangible Business of materials, supplies, goods, services, equipment or other assets, in connection with which the Business has received payments from the applicable counterparty of $5,000,000 or more in the 12 month period ending October 29, 2016, except any Contract that is a purchase order for materials, supplies, goods, services, equipment or other assets entered into by the Company or any Subsidiary in the ordinary course of business; (v) each Contract that is a master purchase agreement with a Significant Customer or a master purchase agreement with a Significant Supplier (excluding, for clarity, purchase orders and similar transaction documents issued in the ordinary course of business); (vi) each Contract providing for any other Person with “most-favored-nation” terms, including such terms for pricing; (vii) each Contract that contains any provisions requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products of the Business or indemnities in connection with the licensing of Intellectual Property listed Rights in the ordinary course of business), which indemnity is material to the Business, taken as a whole; (viii) each Contract that limits or restricts in any material respect the Company or any of its Subsidiaries from (A) engaging or competing in any line of business in any location or with any Person, (B) selling any products or services of or to any other Person or in any geographic region or (C) obtaining products or services from any Person, in each case of subclauses (A), (B) and (C), that is material to the Business, taken as a whole; (ix) each material partnership or joint venture agreement; (x) each Contract that includes any arrangement whereby the Company or any of its Subsidiaries grants any right of first refusal or right of first offer or similar right to a Third Party, which right is material to the Business, taken as a whole; (xi) each Contract that is a loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than letters of credit and those between the Company and its wholly owned Subsidiaries) relating to Indebtedness for borrowed money in an amount in excess of $5,000,000 individually; (xii) each Contract relating to the acquisition or disposition of any business or Person pursuant to which the Company or any of its Subsidiaries has any continuing and unpaid payment obligations, excluding acquisitions or dispositions of supplies, inventory, merchandise or products in connection with the conduct of the Company’s or any of its Subsidiaries’ business or of supplies, inventory, merchandise, products, equipment, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company or any of its Subsidiaries; (xiii) each Contract that is a settlement or similar agreement with any Governmental Authority (including any corporate integrity agreement, monitoring agreement or deferred prosecution agreement) or order or consent of a Governmental Authority (including any consent decree or settlement order) to which the Company or any of its Subsidiaries is subject involving future performance by the Company or any of its Subsidiaries; (xiv) each Contract (or series of related Contracts) pursuant to which the Company or any of its Subsidiaries has continuing “earnout” or similar obligations; and (xv) each Contract (or series of related Contracts) that obligates the Company or any of its Subsidiaries to make any capital commitment, loan or capital expenditure in an amount in excess of $2,500,000 in the aggregate in any one year period after the date of this Agreement that cannot be terminated by the Company or any of its Subsidiaries on Schedule 2.7less than 60 days’ notice without material payment or penalty. (b) Except for any Company Material Contract that has terminated or expired in accordance with its terms or as has not had, being and would not reasonably be expected to have, individually or in the aggregate, a "Company Material Contract")Adverse Effect, each Company Material Contract is valid and binding and in full force and effect and enforceable against the other party or parties thereto in accordance with its terms. True copies The Company or any of its Subsidiaries party thereto, as applicable, and, to the knowledge of the Company, each other party thereto, has performed its obligations required to be performed by it, as and when required, under each Company Material Contract, including all except for failures to perform that have not had, and will not have, individually or in the aggregate, a Company Material Adverse Effect. Except for breaches, violations or defaults that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor to the knowledge of the Company, any other party to a Company Material Contract, is in violation of or in default under any provision of such Company Material Contract. True and complete copies of the Company Material Contracts and any material amendments and supplements thereto, thereto have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder Purchaser prior to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result date of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material ContractAgreement.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect to a) Neither the Business) or Company nor any of its Subsidiaries is a party or to any Contract required to have been filed with the SEC by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act that has not been so filed. (b) Section 2.7(b) of the Company Disclosure Schedule lists, as of the date of this Agreement, the following types of contracts and agreements to which Seller or the Company or any of their properties is subject or by which Seller or Company is bound that (a) its Subsidiaries is a Customer party (such contracts and agreements as are required to be set forth on Section 2.7(b) of the Company Disclosure Schedule being the “Material Contracts”): (i) each contract and agreement (A) with consideration paid or payable to the Company or any of its Subsidiaries of more than $100,000, in the aggregate, and (B) with suppliers to the Company or any of its Subsidiaries for expenditures paid or payable by the Company or any of its Subsidiaries of more than $100,000, in the aggregate, in each case over the twelve (12)-month period ending December 31, 2022; (ii) each Advisory Contract that provides or other investment advisory, asset management or similar agreements entered into by the Company and its Subsidiaries, providing for payments to or performance by Seller or Company revenues in excess of $250,000 in 100,000 per annum; (iii) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the aggregate, (b) Company or any of its Subsidiaries is a Supplier Contract party that provides are material to the business of the Company; (iv) all Service Agreements and management contracts, including any contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any of its Subsidiaries or income or revenues related to any Product of the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party; (v) all Contracts providing for payments the development of any software or Intellectual Property Rights, independently or jointly, either by Seller or for the Company or any of its Subsidiaries (other than employee invention assignment agreements and consulting agreements with authors on the Company’s or any of its Subsidiaries’ standard form of agreement); (vi) all Contracts evidencing Indebtedness with a principal amount, or involving obligations, in excess of $250,000 in 100,000; (vii) all partnership, joint venture, property management, profit sharing, carry interest or similar Contracts; (viii) all Contracts with any Governmental Authority to which the aggregate, (c) Company or any of its Subsidiaries is a Government Contractparty, other than any Company Permits; (dix) after June 27all Contracts that limit, 1997 obligates Seller or purport to limit, the ability of the Company or any of its Subsidiaries to pay an amount compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (x) all Contracts that result in any person or entity holding a power of attorney from the Company or any of its Subsidiaries that relates to the Company and its Subsidiaries or their respective businesses; (xi) all leases or master leases of personal property reasonably likely to result in annual payments of $250,000 50,000 or more in a twelve (12)-month period; (xii) Contracts which involve the aggregatelicense or grant of rights to Company Owned IP by the Company or any of its Subsidiaries, but excluding any nonexclusive licenses (eor sublicenses) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect Company Owned IP granted to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made ’s clients in the ordinary course of business (each of which, together with each that are substantially in the same form as the Company’s or its Subsidiaries’ standard form Advisory Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, as have been made available provided to Buyer. Purchaser; and (xiii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act) or any other contract that is material to the Company and its Subsidiaries, taken as a whole. (i) Each Material Contract is a legal, valid and subsisting; Seller binding obligation of the Company or any of its Subsidiaries party thereto and, to the Knowledge of the Company, as applicableis enforceable in accordance with its terms against the other parties thereto, has duly performed in all material respects all there are no grounds for termination, rescission or repudiation of any Material Contract, and neither the Company nor any of its obligations thereunder to the extent that such obligations to perform have accrued; and no Subsidiaries is in material breach or defaultviolation of, alleged or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the Knowledge of the Company, no other party is in material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights violation of, or accelerate or augment any obligation ofmaterial default under, Seller or Company under any Material Contract; and (iii) the Company or any of its Subsidiaries have not received any written, or to the Knowledge of the Company, oral claim of default under any such Material Contract. The Company has furnished or made available to Purchaser true and complete copies of all Material Contracts without redaction, including amendments thereto that are material in nature. The Company is not renegotiating or offering to renegotiate any Contract with a Top Customer in a way that would be materially adverse to the Company.

Material Contracts. Schedule 2.5 lists (a) Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list of each Contract to which Seller (with respect of the following Contracts related to the Business) or Company is a party or Business to which Seller or Company or any of their properties its Subsidiaries is subject a party or by which Seller or Company any of its Subsidiaries or any of the Program Assets is bound that as of the Execution Date (aeach, a “Material Contract”): (i) is a Customer each Contract that provides for payments pursuant to which Seller or any of its Subsidiaries currently leases or subleases real property to or from any Person; (ii) each Contract (or group of related Contracts with respect to a single transaction or series of related transactions) that involves future payments, other residual Liability, performance or services or delivery of goods or materials to or by Seller or Company any of its Subsidiaries of any amount or value reasonably expected to exceed [**] in any future 12-month period or [**] over the life of the Contract; (iii) each Contract pursuant to which Seller or any of its Subsidiaries has received grant funding or any other revenues in excess of $250,000 in [**]; (iv) each Contract pursuant to which Seller or any of its Subsidiaries could be required to pay any royalties, earn-out payments or other deferred or contingent consideration to any Person; (v) each Contract with any academic institution or research center (or any Person working for or on behalf of any of the aggregateforegoing); (vi) each Contract that contains a covenant restricting any research, development, product design, manufacturing, supply, production, distribution, marketing, sale or commercialization of any Program Assets; (bvii) each Contract relating to the conduct of research and development activities or clinical trials with respect to any Program Assets, or otherwise involving the development of any material Intellectual Property Rights related to the Business on behalf or at the request of Seller or any of its Subsidiaries; (viii) each Contract pursuant to which Seller or any of its Subsidiaries is a Supplier party, or is otherwise bound, and the ultimate contracting counterparty of which is a Governmental Entity (including any subcontract with a prime contractor or other subcontractor that is a party to any such contract); (ix) each Contract that provides for payments by pursuant to which Seller or Company in excess any of $250,000 in the aggregate, (c) is its Subsidiaries grants or receives a Government Contract, (d) after June 27, 1997 obligates Seller license or Company other right under any Intellectual Property Rights that are material to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit termsnon-exclusive licenses to commercially available Software granted to Seller or any of its Subsidiaries; (x) each Contract concerning the establishment or operation of a partnership, strategic alliance, collaboration relationship, joint venture, limited liability company or similar agreement or arrangement; (hxi) each Contract entered into at any time within the three-year period prior to the Execution Date pursuant to which Seller or any of its Subsidiaries acquired another operating business and each other Contract entered into at any time prior to the Execution Date pursuant to which Seller or any of its Subsidiaries acquired another operating business; (xii) each Contract that limits or restricts purports to limit, directly or indirectly, the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, freedom of Seller or Company any of its Subsidiaries (or, after the Closing, Buyer or any of its Affiliates) to compete in any line of business or with any Person or engage in any line of business within any geographic area, or restricts, directly or indirectly, Seller’s or any of its Subsidiaries’ (or, after the Closing, Buyer’s or any of its Affiliates’) ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of Seller or Companyits Subsidiaries (or, after the Closing, Buyer or any of its Subsidiaries); (mxiii) requires each Contract obligating Seller or Company any of its Subsidiaries to buy purchase or otherwise obtain any product or service exclusively from a single third party or granting any third party the exclusive right to develop, market, sell goods or services with respect distribute Seller’s or any of its Subsidiaries’ products or services; (xiv) each Contract containing a “most favored nation” or similar provision in favor of any counterparty of Seller or any of its Subsidiaries or a limitation on Seller’s or any of its Subsidiaries’ ability to which there will be material losses increase prices; (xv) each Contract creating Indebtedness or will be costs and expenses materially in excess of expected receipts guaranteeing any such obligations; (xvi) each Contract creating or granting a Lien on any Program Assets, other than as provided for or otherwise reserved against on purchase money security interests in connection with the most recent acquisition of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made equipment in the ordinary course of business consistent with past practice; (xvii) each of which, together with Contract containing covenants requiring capital expenditures; (xviii) each Contracts relating Contract related to any settlement of any Action; (xix) each Contract that was not negotiated and entered into on an arm’s-length basis; (xx) each Contract that would reasonably be expected to prevent, materially delay or materially impair the consummation of the Intangible Property listed on Schedule 2.7Transactions; and (xxi) each collective bargaining agreement or Contract with any union, being a "Material Contract"). True staff association, works council or other agency or representative body certified or otherwise recognized for the purposes of bargaining collectively. (b) Seller has previously delivered to, or made available to, Buyer current and complete copies of each written Material Contract and a detailed written description of each oral Material Contract, in each case, including all amendments and supplements waivers thereto, have been made available to Buyer. Each Material Contract is valid valid, binding and subsisting; enforceable against Seller or Companyits Subsidiaries, as applicablethe case may be, has duly performed and, to the Knowledge of Seller, each other party thereto, and is in all material respects all full force and effect. Other than any consent or waiver that may be required in connection with the consummation of the Transactions, there is no breach or violation of, or default under, any such Material Contract by Seller or any of its obligations thereunder to the extent that such obligations to perform have accrued; Subsidiaries and no material breach or defaultevent has occurred that, alleged material breach or default, or event which would (with the passage lapse of time, time or the giving of notice or both) , would constitute a material breach or default thereunder by Seller or Company orany of its Subsidiaries or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder. To the Knowledge of Seller, no counterparty to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material ContractContract is in breach or violation thereof.

Material Contracts. Seller has made available to Buyer for inspection true and complete copies of all Material Agreements. Schedule 2.5 lists 2.10 of the Disclosure Letter sets forth a list of each Contract of the following contracts to which Seller (with respect to the Business) or Company is a party or to which Seller or any Transferred Company or any of their properties is subject or by which Seller or Company is its Assets are bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof of this Agreement (excluding insurance policies, it being understood and agreed that from and after the Closing, the Transferred Companies shall cease to be insured under such policies) (collectively, the “Material Agreements”): (a) any Contract pursuant to which Indebtedness of the Transferred Company has been incurred, other than Seller’s group wide debt facilities under which the Transferred Companies will have no obligations following the Closing; (b) any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the Assets or businesses of other Persons (other than accounts payable constituting current liabilities); (c) any Contract containing (x) non-competition covenants or (y) other covenants restricting the current or future development, manufacture, marketing or distribution of the products and services of any Transferred Company (other than, in the case of clause (y), confidentiality, employment, management, consulting and other similar agreements entered into in the Ordinary Course of Business and those contained in license, distribution, toll manufacturing and similar agreements, in each case which are not material); (d) any lease, sublease or similar Contract with any Person (other than a Transferred Company) under which any Transferred Company is a lessor or sublessor of, or otherwise grants any interest to any Person (other than a Transferred Company) in any Owned Property or any Leased Property; (e) lease, sublease or similar Contract with any Person (other than a Transferred Company) under which (A) any Transferred Company is lessee or sublessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person or (B) any Transferred Company is a lessor or sublessor of, or makes available for use by any Person, any tangible personal property owned or leased by any Transferred Company, in any such case which has an aggregate future liability or receivable, as the case may be, in excess of three years, U.S. $50,000; (f) represents (A) continuing Contract for the future purchase of materials, supplies or equipment, or (B) management, service, consulting or other similar Contract in any such case which has an aggregate future liability to any Person (other than a Contract upon Transferred Company) in excess of U.S. $50,000 and which is not terminable by the Business is substantially dependent relevant Transferred Company on 180 days (or the absence of which would have a material adverse effect on the Business, less) notice; (g) provides for an Contract under which any Transferred Company has made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than consistent with normal a Transferred Company and other than extensions of trade credit terms, in the Ordinary Course of Business); (h) limits Contract granting a Lien upon any Intellectual Property or restricts any other material Asset of any Transferred Company (other than a Permitted Lien); (i) Contract entered into outside the ability Ordinary Course of Seller (Business providing for indemnification of any Person with respect to material Liabilities relating to any current or former business of any Transferred Company or any predecessor Person; (j) Contract for the sale of any material Asset of any Transferred Company (other than inventory sales in the Ordinary Course of Business) or Company the grant of any preferential rights to compete or otherwise to conduct its business in purchase any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, such material Asset; (k) contains hedging agreement (such as a right of first refusalcurrency exchange, interest rate exchange, commodity exchange or similar Contract) that will be binding on a Transferred Company after the Closing; (l) contains a right Contract for any joint venture, partnership or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, similar arrangement; (m) requires Seller or Company to buy or sell goods or services with respect Contract pursuant to which there will be a Transferred Company is the licensee or licensor of material losses Intellectual Property or will be costs and expenses materially otherwise granted any right, title or interest in, to or under any material Intellectual Property; and (n) Contract providing for the services of any dealer, distributor, sales representative, franchisee or similar representative involving the payment or receipt over the life of such Contract following the Closing in excess of expected receipts (U.S. $50,000 by any Transferred Company. Neither any Transferred Company nor, to the Knowledge of Seller, any other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating party to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract Agreement is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or defaultdefault of or under any such Material Agreement, alleged material breach and to the Seller’s Knowledge no event has occurred that with the lapse of time or defaultthe giving of notice, or event which both, would (with the passage of time, notice or both) constitute a material breach or default thereunder of any other party thereto. Each Material Agreement is in all material respects a valid and binding obligation of each of the parties thereto and are enforceable against such parties in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Laws affecting creditors’ rights generally. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to be executed and delivered by Seller or Company orany of its Affiliates, to and the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated hereby and thereby by Seller and its Affiliates, do not and will not, in any material respect, conflict with, result in the modification or cancellation of, render unenforceable, or give rise to any right of termination in respect of (with due notice or lapse of time or both) any Material Agreement. As of the date of this Agreement Agreement, no party to any of the Material Agreements has exercised any termination rights with respect thereto, and to the Knowledge of Seller no party has given notice of any material dispute with respect to any Material Agreements. Seller has made available to Buyer true, correct and complete copies of all of the Material Agreements, together with all amendments, modifications or supplements thereto. The Transferred Companies are not party to any Contract (other than this Agreement, Benefit Plans, Contracts relating to employment or termination of employment and Contracts that will not remain in effect following the Closing) with (and will not give A) any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Rockwood Seller or Company under any Material ContractAffiliate of any Rockwood Seller (other than a Transferred Company) or (B) any current or former officer, employee or director of any Transferred Company, any Rockwood Seller or any Affiliate of any Rockwood Seller.

Material Contracts. Schedule 2.5 lists each Contract to which (a) Except for agreements, contracts, plans, leases, arrangements or commitments set forth in Section 3.11 of the Seller (Disclosure Schedule, with respect to the Business) or Company , neither Seller nor any predecessor is a party to or to which Seller subject to: (i) Any lease providing for annual rentals of $1,000 or Company more; (ii) Any contract for the purchase of materials, supplies, goods, services, equipment or any other assets providing for annual payments of their properties is subject $1,000 or by which Seller more; (iii) Any sales, distribution or Company is bound that (a) is a Customer Contract other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $1,000 or more; (iv) Any partnership, joint venture or other similar contract or arrangement; (v) Any contract relating to indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), except contracts relating to indebtedness incurred in the ordinary course of business in an amount not exceeding $1,000; (vi) Any license agreement, franchise agreement or agreement in respect of similar rights granted to or performance held by Seller or Company in excess of $250,000 in the aggregateany predecessor; (vii) Any agency, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregatedealer, (c) is a Government Contractreseller, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency sales representative or similar authority to another person agreement; (viii) Any agreement, contract or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, commitment that substantially limits the freedom of Seller or Company any predecessor to Seller compete in any line of business or Companywith any Person or in any area or to own, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for operate, sell, transfer, pledge or otherwise reserved against on dispose of or encumber any Purchased Asset or which would so limit the most recent freedom of Buyer after the balance sheets referred to in Section 2.3)Closing Date; (ix) Any agreement, (n) is an offshore production contract or commitment which is or relates to an agreement with or for the benefit of any affiliate of Seller; or (ox) was Any other contract or commitment not made in the ordinary course of business that is material to the Business. (each of which, together with each Contracts relating b) Seller has provided or otherwise made available to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True Buyer complete and accurate copies of each Material Contractall standard form agreements used by the Seller or any predecessor that relate to the Purchased Assets, including all amendments customer agreements, development agreements, distributor or reseller agreements, employee agreements containing intellectual property assignments or licenses or confidentiality provisions, consulting or independent contractor agreements containing intellectual property assignments or licenses or confidentiality provisions, and supplements theretoconfidentiality or nondisclosure agreements. Schedule 3.11 of the Seller Disclosure Schedule sets forth a complete and accurate list of all Contracts entered into by the Seller or any predecessor that include deviations from such standard form agreements. (c) Each agreement, have been made available contract, plan, lease, arrangement and commitment required to Buyer. Each Material Contract be disclosed on Section 3.11 of the Seller Disclosure Schedule is a valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge binding agreement of Seller and Companyis in full force and effect, and neither Seller nor any other party thereto is in default in any material respect under the terms of any such agreement, contract, plan, lease, arrangement or obligor with respect theretocommitment, nor to the knowledge of Seller, has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default thereunder. Except as a result set forth on Section 3.11 of this Agreement or performance thereof will occur. The the Seller Disclosure Schedule, Seller and its predecessors have performed all obligations required to be performed by it under each Contract prior to the Closing. (d) Except as set forth on Section 3.11 of the Seller Disclosure Schedule, (i) the consummation of the transactions contemplated by this Agreement hereby will not (and will not give afford any person a other party the right to) terminate or modify any rights ofto terminate, modify, or accelerate exercise any right to increased or augment accelerated performance under, any obligation ofContract and (ii) none of the Contracts (A) contains a provision preventing, Seller prohibiting or Company under requiring any Material Contractconsent or notice in connection with the transfer or assignment of such Contract to Buyer or (B) contains a “change of control” or similar provision triggered by the consummation of the transactions contemplated hereby.

Material Contracts. Schedule 2.5 lists each Contract 3.10 sets forth a true, correct and complete list of all existing contracts (a) involving an annual commitment or annual payment to which Seller or from the Transferred Subsidiaries of more than Fifty Thousand United States Dollars (US$50,000), (b) with respect to the Business) Transferred Subsidiaries relating to any indebtedness for borrowed money or Company is a party or to which Seller or Company or any the deferred purchase price of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregateproperty, (c) is a Government Contractwhich limit or restrict in any respect any of the Transferred Subsidiaries from engaging in any line of business in any jurisdiction, (d) after June 27relating to the acquisition or disposition of the Transferred Subsidiaries (whether by merger, 1997 obligates Seller sale of stock, sale of assets or Company to pay an amount of $250,000 otherwise) or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating and that are significant to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material ContractTransferred Subsidiaries, including all amendments and supplements thereto, have been made available to Buyerwhich Seller or any of its Subsidiaries is a party or by which it is bound (the “Material Contracts”). Each Material Contract is valid legal, valid, binding and subsisting; enforceable in accordance with its respective terms with respect to Seller or Company, as applicable, has duly performed in all material respects all any of its obligations thereunder Subsidiaries, and, to Seller’s Knowledge, each other party to such Material Contract, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the rights of creditors generally and subject to the extent that such obligations to perform have accrued; Laws governing (and all limitations on) specific performance, injunctive relief and other equitable remedies. There are no material breach existing defaults or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder breaches by Seller or Company or, to the best knowledge any of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company its Subsidiaries under any Material ContractContract or any other contract to which Seller or any of its Subsidiaries is party and which relates to the Transferred Subsidiaries (or events or conditions which, with notice or lapse of time or both, would constitute a default or breach) and, to Seller’s Knowledge, there are no such defaults (or events or conditions which, with notice or lapse of time or both, would constitute a default or breach) with respect to any third party to any Material Contract or any such other contract, except in each case defaults or breaches that would not reasonably be expected to have a Material Adverse Effect on the Transferred Subsidiaries.

Material Contracts. (a) All Contracts required to be filed as exhibits to the Sirona SEC Documents have been so filed in a timely manner. Section 3.16(a) of the Sirona Disclosure Schedule 2.5 lists sets forth a true and complete list, as of the date hereof, of each Contract of the following Contracts to which Seller (with respect to the Business) Sirona or Company any of its Subsidiaries is a party or to by which Seller Sirona or Company any of its Subsidiaries or any of their properties is subject assets or by which Seller or Company is businesses are bound (and any amendments, supplements and modifications thereto): (i) any Contract that (a) is a Customer “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) any Contract that provides materially limits the ability of Sirona or any of its affiliates (including, following the consummation of the Transactions, the Surviving Corporation and its affiliates) to compete or provide services in any line of business or with any Person or in any geographic area or market segment or to engage in any type of business (including any license, collaboration, agency or distribution agreements); (iii) any Contract required to be disclosed pursuant to Item 404 of Regulation S-K of the Exchange Act; (iv) any Contract or series of related Contracts relating to indebtedness for payments to or performance by Seller or Company borrowed money (A) in excess of $250,000 10 million or (B) that becomes due and payable as a result of the Transactions; (v) any license, sublicense, option, development or collaboration agreement or other Contract relating to Sirona Material Intellectual Property reasonably expected to result in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 10 million in any twelve (12) month period after the aggregateClosing Date (excluding license agreements for “shrink-wrap,” “click-wrap” or other commercially available off-the-shelf software that is not the subject of a negotiated agreement, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in and excluding agreements the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence primary purpose of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect is to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell purchase tangible goods or procure services with respect unrelated to which there will be material losses or will be costs Intellectual Property and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business business); (each vi) any Contract reasonably expected to result in payments in excess of which, together with each Contracts relating $10 million in any twelve (12) month period after the Closing Date that provides for any material “most favored nation” provision or equivalent preferential pricing terms or similar obligations to which Sirona or any of its Subsidiaries is subject; (vii) any Contract with any of Sirona’s top 20 suppliers (including purchasing agreements and group purchasing agreements) (measured by dollar volume of purchases of Sirona during the Intangible twelve (12) months ended June 30, 2015); (viii) any Contract with any of Sirona’s top 20 customers (measured by dollar volume of spending by the customer during the twelve (12) months ended June 30, 2015); (ix) any purchase, sale or supply contract that contains volume requirements or commitments, exclusive or preferred purchasing arrangements or promotional requirements reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the Closing Date; (x) any lease, sublease, occupancy agreement or other Contract with respect to the Sirona Leased Real Property listed on Schedule 2.7reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the Closing Date; (xi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of Sirona or any of its Subsidiaries to own, being operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses (in any case in excess of $10 million); (xii) any acquisition or divestiture agreement (A) entered into since June 30, 2012 with a "Material Contract"). True copies purchase price in excess of each Material Contract$20 million or (B) that contains “earn-out” provisions or other contingent payment obligations that could reasonably be expected to exceed $10 million (including indemnification obligations) that have not been satisfied in full; (xiii) any agreement that by its terms limits the payment of dividends or other distributions by Sirona or any of its Subsidiaries; (xiv) any Contract for any joint venture, including all amendments partnership or similar arrangement, or any Contract involving a sharing of revenues, profits, losses, costs, or liabilities by Sirona or any of its Subsidiaries with any other Person involving a potential combined commitment or payment by Sirona and supplements thereto, have been any of its Subsidiaries in excess of $10 million annually; (xv) any “single source” supply Contract pursuant to which goods or materials that are material to Sirona or any of its Subsidiaries are supplied to Sirona or such Subsidiary from an exclusive source reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the Closing Date; (xvi) any Contract with any Governmental Entity reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the Closing Date; or (xvii) any other agreement which would prohibit or delay beyond the Outside Date the consummation of Merger or any other Transaction contemplated by this Agreement. (b) Sirona has heretofore made available to Buyer. Each DENTSPLY true, correct and complete copies of the Contracts set forth in Section 3.16(a). (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Sirona Material Contract is valid Adverse Effect, (i) all Contracts set forth or required to be set forth in Section 3.16(a) of the Sirona Disclosure Schedule or filed or required to be filed as exhibits to the Sirona SEC Documents (the “Sirona Material Contracts”) are valid, binding and subsisting; Seller in full force and effect and are enforceable by Sirona or Companyits applicable Subsidiary in accordance with their terms, except as applicablelimited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought, (ii) Sirona, or its applicable Subsidiary, has duly performed in all material respects all of its obligations thereunder required to be performed by it under the extent that such obligations to perform have accrued; Sirona Material Contracts, and no material breach or default, alleged material breach or default, or event which would it is not (with the passage or without notice or lapse of time, notice or both) constitute a material in breach or default thereunder by Seller or Company orand, to the best knowledge Knowledge of Seller and CompanySirona, any no other party to any Sirona Material Contract is (with or obligor with respect theretowithout notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2015, neither Sirona nor any of its Subsidiaries has occurred received written notice of any actual, alleged, possible or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights potential violation of, or accelerate failure to comply with, any term or augment requirement of any obligation ofSirona Material Contract, Seller and (iv) neither Sirona nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or Company under fail to renew any Sirona Material Contract.

Material Contracts. (a) Schedule 2.5 lists 3.12 of the Seller Disclosure Letter sets forth a list of each Contract of the following Contracts to which Seller (with respect to which, as of the Business) or Company is a party or to which Seller or date of this Agreement, the Company or any of their properties is subject or by which Seller or Company is bound that (a) its Subsidiaries, if any, is a Customer party (each, a “Company Material Contract”): (i) each Contract that provides for payments (A) not to (or performance by Seller otherwise restricting or Company in excess of $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts limiting the ability of Seller the Company or any of its Subsidiaries, if any, to) compete in any line of business or geographic area or (with respect B) to restrict the Business) ability of the Company or Company to compete or otherwise any of its Subsidiaries, if any, to conduct its business in any manner geographic area; (ii) each Contract (other than any Company Benefit Plan) that is reasonably likely to require, during the remaining term of such Contract, annual payments by the Company or place, any of its Subsidiaries that exceed $250,000; (iiii) provides for all Contracts granting to any Person an option or a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, first offer or similar preferential right to purchase or acquire any material Company Assets; (liv) contains all material Contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts similar payment (other than as provided agreements with employees, non-exclusive licenses granted to the Company’s or its Subsidiaries’ customers, and non-exclusive licenses to commercially available, off-the-shelf Software that have been granted on standardized, generally available terms); (v) all partnership, joint venture or other similar agreements or arrangements; (vi) any agreement relating to indebtedness for borrowed money or otherwise reserved against on the most recent deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement (or a series of related agreements) with an aggregate outstanding principal amount not exceeding $1,000,000; (vii) any agreement for the disposition or acquisition by the Company or any of its Subsidiaries, if any, with material obligations of the balance sheets referred to in Section 2.3)Company or any of its Subsidiaries, if any, (nother than confidentiality obligations) is an offshore production contract remaining to be performed or material Liabilities of the Company or any of its Subsidiaries, if any, continuing after the date of this Agreement, of any material business or any material amount of assets other than in the ordinary course of business; (oviii) was not made any agreement with (A) the top 10 customers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, and (B) the top 10 suppliers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, in each case, for the 2022 fiscal year measured by the aggregate obligations paid or agreed to pay to or by the Company, as applicable; (ix) any agreement restricting or limiting the payment of dividends or the making of distributions to stockholders, including intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law; (x) any Contract for the development of Intellectual Property, other than those entered into in the ordinary course of business with Company employees and contractors on the Company’s standard form for such Contracts; and (each of which, together with each Contracts relating xi) to any the extent not set forth in Schedule 3.12(a) of the Intangible Property listed on Schedule 2.7Seller Disclosure Letter pursuant to another subsection of this Section 3.12(a), being a "Material Contract"). True copies all material agreements with any Governmental Authority. (b) A true and complete copy of each Company Material Contract, Contract (including all any amendments and supplements thereto, have ) entered into prior to the date of this Agreement has been made available to BuyerBuyer prior to the date of this Agreement. Each Company Material Contract is a valid and subsisting; Seller binding agreement of the Company or Companyits applicable Subsidiary, except where the failure to be valid and binding would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as applicablewould not, has duly performed individually or in all material respects all of its obligations thereunder the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the extent that Company or such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company orSubsidiary nor, to the best knowledge Knowledge of Seller and the Company, any other party or obligor with respect thereto, has occurred is in breach of or default under any such Company Material Contract, (ii) as a result of the date of this Agreement or performance thereof will occur. The consummation Agreement, there are no material disputes in connection with any such Company Material Contract and (iii) as of the transactions contemplated by date of this Agreement will not (and will not give Agreement, no party under any person a right to) Company Material Contract has given written notice of its intent to terminate or modify any rights of, or accelerate or augment any obligation of, Seller or otherwise seek a material amendment to such Company under any Material Contract.

Material Contracts. (a) As of the date of this Agreement, Section 4.18(a) of the Company Disclosure Schedule 2.5 lists each Contract sets forth all of the following Contracts to which Seller (with respect to the Business) Company or any Company Subsidiary is a party or which are applicable to any of their assets or properties, in each case as amended through the date hereof (each a “Material Contract”): (i) Contracts that are material to the Company and the Company Subsidiaries, taken as a whole, other than (x) Contracts of Project Entities entered into in Development and Investment Activities under which Seller or the Company or any Company Subsidiary other than a Project Entity has guaranteed the Indebtedness or other payment obligation of their properties is subject such Project Entity and (y) SPV Guarantees; (ii) Except for SPV Guarantees, Contracts under which the Company or by which Seller any Company Subsidiary (other than a Project Entity) has guaranteed the Indebtedness or Company is bound that (a) is other payment obligation of any Project Entity or Minority Investment, including as a Customer Contract that provides for payments to or result of the execution, delivery and performance by Seller the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby; (iii) other than SPV Guarantees and Contracts required to be disclosed in clause (a)(ii) above, Contracts providing for the borrowing or lending of money by the Company or any Company Subsidiary, whether as borrower, lender or guarantor other than (x) loans to employees in excess of $250,000 connection with their initial hiring in the aggregate, Ordinary Course of Business not exceeding $100,000 individually and (by) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 advances to employees in the aggregate, Ordinary Course of Business; (civ) is a Government Contract, (d) after June 27, 1997 obligates Seller Contracts pursuant to which any material property or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as assets of the date hereof in excess of three yearsCompany or any Company Subsidiary is, or may reasonably be expected to become subject to, a Lien (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit termsPermitted Liens) other than (x) SPV Guarantees, and (hy) limits Contracts creating Liens on assets of Project Entities entered into in Development and Investment Activities; (v) joint venture, alliance, affiliation or restricts partnership Contracts or joint development or similar Contracts of the ability of Seller Company and Company Subsidiaries (other than Special Purpose Vehicles), including with respect to any direct or indirect investment in, or development of, real property by the BusinessCompany or a Company Subsidiary other than a Special Purpose Vehicle; (vi) or Company to compete or otherwise to conduct its business other than SPV Guarantees and Contracts of Special Purpose Vehicles entered into in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect Development and Investment Activities that do not have recourse to the BusinessCompany or any Company Subsidiary other than a Special Purpose Vehicle, Contracts for the acquisition or sale, directly or indirectly (by merger or otherwise), of material assets (whether tangible or intangible) of the Company or Companyany Company Subsidiary or the Equity Interests of the Company or any Company Subsidiary, (j) grants a power of attorney, agency including Contracts for any such completed acquisitions or sales pursuant to which an “earn out” or similar authority form of obligation (whether absolute or contingent) is currently pending or for which there are any continuing indemnification or similar obligations, in each case excluding any such Contracts entered into prior to another person or entityJanuary 1, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services 2003 and with respect to which there will be are no remaining obligations on the part of any party (including any indemnification obligations); (vii) any interest rate or currency swaps, caps, floors or option Contracts of the Company or any Company Subsidiary or any other interest rate or currency risk management arrangement or foreign exchange Contracts of the Company or any Company Subsidiary; (viii) all material losses Contracts concerning Company Intellectual Property; (ix) contracts with, or will be costs commitments to, Affiliates of the Company, as set forth in Section 4.22 of the Company Disclosure Schedule; (x) Contracts pursuant to which the Company or any Company Subsidiary is obligated to make any capital contribution or other investment in or loan to any Person other than (x) SPV Guarantees, (y) Contracts relating to the items described in Section 4.6 of the Company Disclosure Schedule with respect to Project Entities, and expenses materially (z) Contracts of Project Entities entered into in excess of expected receipts Development and Investment Activities for which the Company and Company Subsidiaries (other than Project Entities) have no recourse obligations. (b) Neither the Company nor any Company Subsidiary is, or as provided for or otherwise reserved against on the most recent of the balance sheets referred date of this Agreement, has received any notice that any other party is, in breach, default or violation or is unable to perform in Section 2.3any respect (each a “Default”) under any Material Contract (and no event has occurred or not occurred through the Company’s or any Company Subsidiary’s action or inaction or, to the Knowledge of the Company, through the action or inaction of any third parties, which with notice or the lapse of time or both would constitute or give rise to a Default), except for those Defaults which would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, neither the Company nor any Company Subsidiary has received written notice of the termination of, or intention to terminate, any Material Contract, except for such notices or terminations that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. No Claims for indemnification under any purchase or sale Contract have been made by or against the Company or any Company Subsidiary since January 1, 2003 that have not been fully resolved prior to the date hereof and, to the Knowledge of the Company, there are no such Claims threatened. (nc) As of the date of this Agreement, neither the Company nor any Company Subsidiary is an offshore production contract party to any Contract containing covenants that would limit in any material respect after the Effective Time the ability of Parent or any of its Subsidiaries (excluding, after the Effective Time, the Company or any Company Subsidiary) to (i) engage in any line of business, (ii) compete with any person in any market or line of business or (oiii) was operate, manage, finance or develop properties in any geographic area or for any type of use (the types of limitations and rights described in clauses (i) through (iii), “Exclusivity Arrangements”), other than Exclusivity Arrangements that restrict activities in a specific local market (as opposed to broader regional, state or national restrictions) that apply only to Development and Investment Activities. (d) Except as would not made in the ordinary course of business be reasonably likely to have a Company Material Adverse Effect, (each of which, together i) no default has occurred with each Contracts relating respect to any of the Intangible Property listed on Schedule 2.7SPV Guarantees or, being if applicable, any Contracts providing for construction or other loans, such that there would be recourse under such Contracts to the Company or any Company Subsidiary for the Indebtedness or other payment obligation of any other Person other than a "Material Contract"). True copies Special Purpose Vehicle, and (ii) as of each Material Contractthe date of this Agreement, including all amendments and supplements thereto, have no claim against the Company or any Company Subsidiary other than a Special Purpose Vehicle has been made available in writing to Buyerthe Company by the counterparties thereto under such SPV Guarantees or such Contracts. Each Except as would not be reasonably likely to have a Company Material Contract is valid and subsisting; Seller Adverse Effect, (x) no default has occurred under any joint venture, limited liability company or Company, as applicable, has duly performed in all material respects all of its obligations thereunder partnership Contracts to the extent such Contracts are the governing documents of any Special Purpose Vehicle such that there would be recourse under such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, Contracts to the best knowledge Company or any Company Subsidiary other than a Special Purpose Vehicle, and, (y) as of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result the date of this Agreement Agreement, no claim against the Company or performance thereof will occur. The consummation of any Company Subsidiary other than a Special Purpose Vehicle has been made in writing to the transactions contemplated Company by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company the counterparties to such Contracts under any Material Contractsuch Contracts.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (a) Except as disclosed in Section 3.18 of the NAPW Disclosure Schedule, and except for this Agreement, NAPW is not bound by any contract, arrangement, commitment or understanding: (i) that constitutes a partnership, joint venture, technology sharing or similar agreement between NAPW and any other person; (ii) with respect to the Businessservice of any directors, officers, employees, or independent contractors or consultants that are natural persons, involving the payment of $100,000 or more in any 12 month period, other than those that are terminable by NAPW on no more than 30 days’ notice without penalty; (iii) that limits the ability of NAPW to compete or Company is a party enter into in any line of business, in any geographic area or with any person and, in each case, which limitation or requirement would reasonably be expected to be material to NAPW; (iv) with or to which Seller a labor union, works council or Company guild (including any collective bargaining agreement or similar agreement); (v) relating to the use or right to use Intellectual Property, including any license or royalty agreements, other than agreements entered into in the ordinary course of their properties is subject or by which Seller or Company is bound business and that are not material to NAPW; (avi) is a Customer Contract that provides for payments indemnification by NAPW to any person, other than an agreement entered into in the ordinary course of business and that is not material to NAPW; (vii) between NAPW and any current or performance former director or officer of NAPW, or any affiliate of any such person (other than NAPW Benefit Plan); (viii) with respect to (A) Indebtedness, (B) any capital lease obligations to any person other than NAPW, (C) any obligations to any person other than NAPW in respect of letters of credit and bankers’ acceptances, (D) any indebtedness to any person other than NAPW under interest rate swap, hedging or similar agreements, (E) any obligations to pay to any person other than NAPW the deferred purchase price of property or services, (F) indebtedness secured by Seller any Lien on any property owned by NAPW even though the obligor has not assumed or Company otherwise become liable for the payment thereof, or (G) any guaranty of any such obligations described in clauses (A) through (F) of any person other than NAPW, in each case, having an outstanding amount in excess of $250,000 individually or $500,000 in the aggregate; (ix) that is material to NAPW or that contains any so called “most favored nation” provision or similar provisions requiring NAPW to offer to a person any terms or conditions that are at least as favorable as those offered to one or more other persons; (x) pursuant to which any agent, sales representative, distributor or other third party markets or sells any NAPW Product; (bxi) pursuant to which NAPW is a Supplier Contract party granting rights of first refusal, rights of first offer or similar rights to acquire any business or assets of NAPW; (xii) relating to the purchase or sale of assets outside the ordinary course of business of NAPW; (xiii) relating to the issuance of any securities of NAPW (other than those set forth on Section 3.2(a) to the Disclosure Schedule); (xiv) pursuant to which any material asset of NAPW is leased; (xv) relates to the purchase of (A) any equipment entered into since December 31, 2013 and (B) any materials, supplies, or inventory since December 31, 2013, other than any agreement which, together with any other related agreement, involves the expenditure by the NAPW of less than $100,000; (xvi) that provides represents a purchase order with any supplier for payments by Seller or Company the purchase of inventory items in an amount in excess of $250,000 in the aggregate, 100,000 of materials; (cxvii) pursuant to which NAPW is a Government Contractparty and having a remaining term of more than one (1) year after the date hereof or involving a remaining amount payable thereunder (either to or from NAPW) as of the date hereof, of at least $100,000; (dxviii) after June 27, 1997 obligates Seller or Company to pay an amount that involves the payment of $250,000 or more in any 12 month period after the aggregatedate hereof; or (xix) that would prevent, (e) has an unexpired term as delay or impede the consummation, or otherwise reduce the contemplated benefits, of any of the date hereof in excess transactions contemplated by this Agreement. NAPW has previously made available to PDN or its representatives complete and accurate copies of three years, (f) represents a each Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets type described in this Section 3.18(a) (collectively referred to in Section 2.3herein as “NAPW Material Contracts”), . (nb) is an offshore production contract or (o) was not made All of the NAPW Material Contracts were entered into at arms’ length in the ordinary course of business (each and are valid and in full force and effect, except to the extent they have previously expired in accordance with their terms. NAPW has not given or received a notice of which, together with each Contracts relating to cancellation or termination under any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each NAPW Material Contract, including all amendments or has, or is alleged to have, and supplements theretoto the knowledge of NAPW, have been made available none of the other parties thereto have, violated any provision of, or committed or failed to Buyerperform any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a default under the provisions of, any NAPW Material Contract. (c) NAPW is not in breach of or default under the terms of any NAPW Material Contract, except for any such breach or default that has not had and would not reasonably be expected to have, individually or in the aggregate, a NAPW Material Adverse Effect. Each To the knowledge of NAPW, no other party to any NAPW Material Contract is valid and subsisting; Seller in breach of or Company, as applicable, has duly performed in all material respects all default under the terms of its obligations thereunder to the extent that any NAPW Material Contract except for any such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller that has not had and would not reasonably be expected to have, individually or Company orin the aggregate, a NAPW Material Adverse Effect. Each NAPW Material Contract is a valid and binding obligation of NAPW and, to the best knowledge of Seller and CompanyNAPW, any of each other party or obligor with respect thereto, has occurred and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or as a result other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of this Agreement or specific performance thereof will occur. The consummation and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the transactions contemplated by this Agreement will not (and will not give court before which any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contractproceeding therefor may be brought.

Material Contracts. (a) Except as set forth in Section 3.19 of the Issuer Disclosure Schedule 2.5 lists each Contract to which Seller (or filed in Issuer’s periodic reports filed with respect the SEC and publicly available at least two Business Days prior to the Business) or Company date hereof, neither Issuer nor any of its Subsidiaries is a party to or bound by: (i) any Contract (A) relating to the employment of, or the performance of services by, any director, employee or consultant, (B) the terms of which Seller obligate or Company may in the future obligate Issuer or any of their properties is subject its Subsidiaries to make any severance, termination or by similar payment to any current or former employee, (C) pursuant to which Seller Issuer or Company is bound any of its Subsidiaries may be obligated to make any bonus or similar payment to any current or former employee or director or (D) that (a) is a Customer Collective Bargaining Agreement; (ii) any Contract relating to any partnership, joint venture, strategic alliance, collaboration, material research and development project or other similar arrangement; (iii) any Contract (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which Issuer or any of its Subsidiaries (A) obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right or (B) grants the right to use, or a covenant not to be sued under, any Intellectual Property Right; (iv) any Contract with any Governmental Authority; (v) any Contract with sole-source or single-source suppliers of material tangible products or services or pursuant to which either Issuer or any of its Subsidiaries has agreed to purchase a minimum quantity of goods relating to any product or product candidate or has agreed to purchase goods relating to any product or product candidate exclusively from a certain party; (vi) any Contract (A) that relates to the research, development, distribution, marketing, supply, license, collaboration, co-promotion or manufacturing of any Product or (B) that otherwise provides for payments to the purchase or performance sale of products or services by Seller Issuer or Company any of its Subsidiaries in excess of $100,000; (vii) any stockholders, investors rights, registration rights, tax receivables or similar or related Contract or arrangement; (viii) any Contract containing “most favored nation” or similar preferential pricing provisions, any exclusive dealing arrangement or any arrangement that grants any right of first refusal, first offer, first negotiation or similar preferential right; (ix) any Contract (A) that obligates Issuer (together with its Subsidiaries) to make aggregate payments in excess of (x) $100,000 in the current or any future calendar year or (y) $250,000 in the aggregate, (bB) related to an acquisition or divestiture that contains continuing representations, covenants, indemnities or other obligations (including “earn out” or other contingent payment obligations) or (C) pursuant to which Issuer or any of its Subsidiaries has continuing obligations or interests involving the payment of royalties or other amounts calculated based upon the revenues or income of Issuer or any of its Subsidiaries or any other material contingent payment obligations, in each case that is a Supplier not terminable by Issuer or its Subsidiaries without penalty without more than 60 days’ notice; (x) any Lease, except as identified on Section 3.14(b) of the Issuer Disclosure Schedule; (xi) any Contract that provides for payments by Seller indemnification of any current or Company in excess former officer, director or employee; (xii) any Contract for the disposition of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller all or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as any significant portion of the date hereof in excess assets or business of three yearsIssuer or any of its Subsidiaries or for the acquisition, directly or indirectly, of a material portion of the assets or business of any other Person (fwhether by merger, sale of stock or assets or otherwise); (xiii) represents a any Contract upon which the Business is substantially dependent relating to indebtedness for borrowed money, any guarantees thereof or the absence granting of which would have a material adverse effect on Liens over the Business, property or assets of Issuer or any of its Subsidiaries; (gxiv) provides for an any Contract relating to any loan or other extension of credit other than consistent with normal credit terms, made by Issuer or any of its Subsidiaries; (hxv) limits any Contract containing any provision or restricts covenant limiting in any material respect the ability of Seller Issuer or any of its Subsidiaries to (A) sell any products or services of or to any other Person or in any geographic region, (B) engage in any line of business or (C) compete with respect or to obtain products or services from any Person, or limiting the Businessability of any Person to provide products or services to Issuer or any of its Subsidiaries; (xvi) any Contract requiring Issuer, or Company any successor thereto or acquirer thereof, to compete make any payment whether severance or otherwise to conduct its business another Person related to, in any manner or placeconnection with, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement a change of control of Issuer (a “Change of Control Payment”) or performance thereof will occur. The consummation that gives a Third Party a right to receive or elect to receive a Change of Control Payment; or (xvii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) or any other Contract that is material to Issuer and its Subsidiaries, taken as a whole (all Contracts of the transactions contemplated by type described in this Agreement will not Section 3.19(a) being referred to herein as “Material Contracts”). (b) Issuer has made available to Purchaser prior to the date hereof a true, correct and will not give complete copy of each Material Contract. (i) Each of the Material Contracts is valid, binding and in full force and effect and (ii) neither Issuer nor any person of its Subsidiaries, nor, to Issuer’s Knowledge, any other party to a right to) terminate Material Contract, has breached or modify violated in any rights material respect any provision of, or accelerate taken or augment failed to take any obligation ofact which, Seller with or Company without notice, lapse of time, or both, would constitute a breach or a default under the provisions of such Material Contract, and neither Issuer nor any of its Subsidiaries has received notice that it has breached, violated or defaulted in any material respect under any Material Contract.

Material Contracts. (a) Section 4.14(a) of the Disclosure Schedule 2.5 lists each Contract sets forth all of the following Contracts to which any Company Entity is a party or by which any of them or their respective assets of properties are bound (collectively, the “Material Contracts”): (i) Contracts (A) with any Seller or Affiliate thereof or any current or former officer, director, stockholder or Affiliate of any Company Entity or (B) between the Sellers with respect to the BusinessCompany; (ii) Contracts for the sale of any of the assets of any Company Entity other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iii) Contracts containing change of control or other similar provisions that are material to the Company is a party Entities; (iv) Contracts establishing or governing the material terms of any joint venture, partnership, strategic alliance, collaboration, material research and development project, sharing of profits or proprietary information or similar arrangement; (v) Contracts with respect to any options, co-existence agreements, rights, escrows, licenses, covenants not to assert or ▇▇▇, or releases of any kind relating to rights in or to any Company Intellectual Property that have been granted (A) to the Company Entities, or (B) by the Company Entities to any other Person (other than standard and customary confidentiality agreements executed in the Ordinary Course of Business); (vi) Contract Manufacturing Agreements or other Contracts that relate to the research, development, distribution, marketing, supply, co-promotion or manufacturing of any Company Product; (vii) Contracts pursuant to which Seller goods or materials are supplied to any Company Entity from an exclusive source (i.e., “single source” supply Contracts); (viii) Contracts containing covenants of any Company Entity not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any person with respect to employment or covenants of any other Person not to compete with any Company Entity in any line of business or in any geographical area or not to solicit or hire any person with respect to employment; (ix) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by any Company Entity of any operating business or material assets or the capital stock of any other Person; (x) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of their properties is subject the assets of any Company Entity, including indentures, guarantees, loan or by credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (xi) the form of Contract pursuant to which Seller any Company Entity collects and compiles data; (xii) Contracts obligating any Company Entity to provide or obtain products or services for a period of one (1) year or more or requiring a Company is bound that Entity to purchase or sell a stated portion of its requirements or outputs; (axiii) is Contracts under which any Company Entity has made advances or loans to any other Person; (xiv) Contracts providing for severance, retention, change in control or other similar payments, which require payments exceeding $100,000; (xv) Contracts for the employment of any individual on a Customer Contract that provides full-time, part-time or consulting or other basis providing for payments to or performance by Seller or Company annual compensation in excess of $100,000; (xvi) material Contracts with independent contractors or consultants (or similar arrangements) that are not cancelable without penalty or further payment and without more than 30 days’ notice; (xvii) Contracts of guaranty, surety or indemnification, direct or indirect, by any Company Entity; (xviii) Contracts (or group of related Contracts) which involve the expenditure of more than $250,000 annually or $1,000,000 in the aggregateaggregate or require performance by any party more than one (1) year from the date hereof and that are not cancelable without penalty or further payment and without more than 90 days’ notice; (xix) License Agreements either (A) with annual payments exceeding $50,000; or (B) pursuant to which any Company Entity has granted to, or licensed from, any Person any rights (bor immunities) is a Supplier Contract that provides for with respect to any Intellectual Property, Software or other Technology (other than nonexclusive licenses granted to customers on standard terms in the Ordinary Course of Business); (xx) Contracts pursuant to which any Company Entity has continuing obligations or interests involving royalties (or other amounts calculated based upon the revenues or income of any Company Entity), license fees or similar payments by Seller (but exclusive of any Material Contracts listed in Section 4.14(a)(xix) of the Disclosure Schedule); (xxi) Real Property Leases; (xxii) Contracts concerning leases of personal property requiring rental payments exceeding $100,000; (xxiii) Contracts with any Governmental Body involving annual payments exceeding $100,000; (xxiv) Contracts with any of the largest customers or largest suppliers of the Company Entities, as identified in Section 4.21 of the Disclosure Schedule; (xxv) Contracts entered into after January 1, 2012 related to the compromise or settlement of any litigation, arbitration or other proceding, other than Contracts entered into with former employees of the Company in excess connection with termination of $250,000 in the aggregate, (c) is employment involving a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an settlement amount of $250,000 50,000 or more in the aggregateless; (xxvi) Contracts containing any most-favored nations undertakings, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right rights of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services price protection mechanisms with respect to which there will be material losses sales to customers of any Company Entity, or will be costs and expenses materially in excess of expected receipts (any other than as provided for or otherwise reserved against on similar provisions restricting the most recent business of the balance sheets referred Company Entities; (xxvii) Contracts with any labor union or any collective bargaining agreement; (xxviii) Contracts involving any outstanding powers of attorney executed on behalf of any Company Entity; and (xxix) Contracts that are otherwise material to the Company Entities. (b) Except as disclosed in Section 2.3)4.14(b) of the Disclosure Schedule, (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of whichthe Material Contracts is in full force and effect and is the legal, together valid and binding obligation of the Company Entity which is party thereto, and to the Knowledge of the Company, of the other parties thereto enforceable against each of them in accordance with each Contracts relating its terms (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at Law or in equity)). No Company Entity is in default under any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in breach of or default thereunder. To the Knowledge of the Company, there is no event or existing condition that, with the lapse of time, giving of notice or both, would constitute a breach of or default under any Material Contract. No party to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, Contracts has duly performed exercised in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, writing any other party or obligor termination rights with respect thereto, and no party has occurred or as a result given written notice of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under significant dispute with respect to any Material Contract. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto.

Material Contracts. Schedule 2.5 (a) Section 5.19 of the Company Disclosure Letter lists each Contract the following Contracts to which Seller (with respect to the Business) Company or Company any of its Subsidiaries is a party or is otherwise bound by (each such Contract, a “Company Material Contract”): (i) any Contract that would be required to which Seller be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) any Contract containing covenants binding upon the Company or any Subsidiary of the Company that (A) materially restricts the ability of the Company or any Subsidiary of the Company (or which, following the consummation of the Offer or the Merger, could materially restrict the ability of the Surviving Corporation) to compete (1) in any business that is material to the Company and its Subsidiaries, taken as a whole, as of the date of this Agreement, (2) with any person or (3) in any geographic area or (B) could require the disposition of any material assets or line of business of the Company or any of their properties its Subsidiaries, in each case except for any such Contract that may be cancelled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (iii) any Contract with respect to a joint venture, partnership or similar arrangement; (iv) any Contract (other than vendor Contracts for the purchase of merchandise for resale) pursuant to which the Company or any of its Subsidiaries made or received payments of more than $25 million during the 12-month period prior to the date hereof, with material payment obligations remaining to be performed by the Company after the date of this Agreement; (v) any Contract (A) that is subject a “requirements” Contract entered into with a vendor for the purchase of merchandise for resale or (B) under which the consummation of the Transactions would give rise to a third party having a right of termination, amendment, acceleration or cancellation thereunder; (vi) any loan, credit, security or pledge agreement, debenture or similar Contract pursuant to which any indebtedness of the Company or any of its Subsidiaries for borrowed money (other than ordinary course trade payables); (vii) any Contract relating to guarantees or assumptions of obligations of any third Person; (viii) any Contract pursuant to which the Company or any of its Subsidiaries disposed of or acquired, or agreed to dispose of or acquire, a material business or, any amount of material assets by the Company or any of its Subsidiaries, with material obligations remaining to be performed or material liabilities continuing after the date of this Agreement, including, without limitation, any “earn out” or other contingent payment obligations, or any indemnification obligations; (ix) any material hedge, collar, option, forward purchasing, swap, derivative or similar Contract; (x) any Contract with any director, officer, employee, consultant or Affiliate of the Company or any of its Subsidiaries (other than any Company Benefit Plan); (xi) any material Contract with any Governmental Entity; (xii) any Contract under which Seller or the Company is bound that (a) is a Customer Contract that provides for lessee of, or holds or uses, any equipment, machinery, vehicle or other tangible personal property owned by a Person which requires aggregate future payments equal to or performance by Seller or Company in excess of $250,000 in 5 million; (xiii) any Contract for capital expenditures or the aggregate, (b) is a Supplier Contract that provides for acquisition or construction of fixed assets which requires future payments by Seller or Company in excess of $250,000 in 10 million; (xiv) any Contract pursuant to which the aggregate, Company or any Subsidiary of the Company (cA) is a Government Contract, (d) after June 27, 1997 obligates Seller granted or Company obtains any right to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a use any material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts Intellectual Property Rights (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred Contracts granting rights to in Section 2.3use commercial-off-the-shelf Software), (nB) is an offshore production contract restricted in its right to use or register any material Company Owned Intellectual Property Rights or (oC) was permits any other Person to use, enforce or register any material Company Owned Intellectual Property Rights, including any license agreements, coexistence agreements, and covenants not made to ▇▇▇, other than Contracts with suppliers, manufacturers, distributors and other service providers entered into in the ordinary course of business consistent with past practice; and (each xv) any amendment, supplement or modification of which, together with each Contracts relating a Contract described in clauses (i) through (xiv) or any binding commitment or binding agreement to enter into any of the Intangible Property listed on Schedule 2.7, being a "Material such Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. . (i) Each Company Material Contract is valid and subsisting; Seller or binding on the Company and is in full force and effect, and, to the Knowledge of the Company, as applicableis valid and binding on the other parties thereto (in each case subject to the Bankruptcy and Equity Exception), (ii) each of the Company and its Subsidiaries has duly performed in all material respects performed all of its obligations thereunder required to the extent that such obligations to perform have accrued; be performed by it under each Company Material Contract and (iii) no material breach event or defaultcondition exists which constitutes or, alleged material breach or default, or event which would (with the passage of time, after notice or lapse of time or both) , would constitute a material breach or default thereunder on the part of the Company or any of its Subsidiaries under any such Company Material Contract. To the Knowledge of the Company, no other party to any Company Material Contract is in material breach or default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a material breach or default by Seller any such other party thereunder. Neither the Company nor any of its Subsidiaries has received any written notice, or Company or, to the best knowledge Knowledge of Seller and the Company, oral notice, of termination or cancellation under any other Company Material Contract, received any notice of material breach or default under any Company Material Contract that has not been cured, or granted to any third party any rights, adverse or obligor with respect theretootherwise, that would constitute a material breach of any Company Material Contract. The Company has occurred furnished or otherwise made available to Parent true and correct copies of all Company Material Contracts in effect as a result of the date of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material ContractAgreement.

Material Contracts. Schedule 2.5 lists each Contract The Company has made available to which Seller Parent true, correct and complete copies of all contracts, agreements, commitments, arrangements, leases (including with respect to personal property) and other instruments (collectively, including the BusinessCompany IP Agreements, Lease Agreements and Insurance Policies, the "Material Contracts") to which the Company or Company any of its Subsidiaries is a party or to by which Seller or Company the Company, any of its Significant Subsidiaries or any of their respective properties is subject or by which Seller or Company assets is bound that that: (ai) is a Customer Contract that provides for payments contain covenants that, prior to or performance by Seller following the consummation of the Merger, limit or would reasonably be expected to limit the ability of the Surviving Corporation or any of the Company's Subsidiaries to compete or operate in any business or with any Person or in any geographic area, or to sell, supply or distribute any service or product or to otherwise operate or expand its current businesses; (ii) provide for a joint venture, partnership or similar arrangement that is material to the business of the Company and the Subsidiaries, taken as a whole; (iii) provided for indebtedness for borrowed money or similar obligations to or from third parties in an amount in excess of $250,000 in the aggregate500,000, (biv) is a Supplier Contract that provides provide for payments the acquisition or disposition, directly or indirectly (by Seller merger or Company otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration under such contract in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts 500,000 (other than as provided for acquisitions or otherwise reserved against on the most recent dispositions of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made assets in the ordinary course of business business, including, without limitation, acquisitions and dispositions of inventory); (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being v) is a "Material Contract"). True copies material contract" (as such term is defined in Item 601(b)(10) of each Material Contract, including all amendments Regulation S-K promulgated by the SEC) to be performed after the date of this Agreement and supplements thereto, have has not been filed and made available to BuyerParent in true, complete and correct form; or (vi) involves annual expenditures by or liabilities of the Company or any of its Subsidiaries in excess of $500,000 and which are not cancelable (without material penalty, cost or other liability to the Company or any of its Subsidiaries) within 90 days. Each Material Contract is in full force and effect and, subject to the Bankruptcy and Equity Exception, is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all binding on the Company and any of its obligations thereunder to the extent Subsidiaries that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute is a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred and may not be terminated by its terms by any party thereto (other than the Company or any of its Subsidiaries) as a result of this Agreement or performance thereof will occur. The the consummation of the transactions contemplated hereby. The Company and each of its Subsidiaries has performed all obligations required to be performed by this Agreement will not it to date under each Material Contract, except where the failure to perform such obligations would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written notice of (and will not give i) the existence of any person event or condition which constitutes or, after notice or lapse of time or both, would constitute a right to) terminate breach or modify default on the part of the Company or any rights of, or accelerate or augment any obligation of, Seller or Company of its Subsidiaries under any such Material Contract, except for any such breach or default that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or (ii) termination or cancellation under such Material Contract.

Material Contracts. Schedule 2.5 lists (a) Section 3.12 of the Company Disclosure Letter sets forth a list of each Contract of the following Contracts to which Seller which, as of the date of this Agreement, the Company or any of its Subsidiaries is a party (each, a “Company Material Contract”): (i) Each contract that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act), with respect to the Business) or Company is a party or to which Seller or Company or any of their properties is its Subsidiaries (assuming the Company was subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as requirements of the date hereof in excess of three years, Exchange Act); (fii) represents a each Contract upon which the Business is substantially dependent (A) not to (or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits otherwise restricting or restricts limiting the ability of Seller the Company or any of its Subsidiaries to) compete in any line of business or geographic area or (with respect B) to restrict the Business) ability of the Company or Company to compete or otherwise any of its Subsidiaries to conduct its business in any manner geographic area; (iii) each Contract (other than any Company Benefit Plan) that is reasonably likely to require, during the remaining term of such Contract, annual payments by the Company or place, any of its Subsidiaries that exceed $250,000; (iiv) provides for all Contracts granting to any Person an option or a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, first offer or similar preferential right to purchase or acquire any material Company Assets; (lv) contains all material Contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts similar payment (other than as provided agreements with employees, non-exclusive licenses granted to the Company’s or its Subsidiaries’ customers, and non-exclusive licenses to commercially available, off-the-shelf Software that have been granted on standardized, generally available terms); (vi) all partnership, joint venture or other similar agreements or arrangements; (vii) any agreement relating to indebtedness for borrowed money or otherwise reserved against on the most recent deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement (or a series of related agreements) with an aggregate outstanding principal amount not exceeding $1,000,000; (viii) any agreement for the disposition or acquisition by the Company or any of its Subsidiaries with material obligations of the balance sheets referred Company or any of its Subsidiaries (other than confidentiality obligations) remaining to be performed or material Liabilities of the Company or any of its Subsidiaries continuing after the date of this Agreement, of any material business or any material amount of assets other than in Section 2.3)the ordinary course of business; (ix) any agreement with (A) the top 10 customers of the Company and its Subsidiaries taken as a whole, as applicable, and (nB) is an offshore production contract the top 10 suppliers of the Company and its Subsidiaries taken as a whole, as applicable, in each case, for the 2024 fiscal year measured by the aggregate obligations paid or agreed to pay to or by the Company, as applicable; (ox) was not made any agreement restricting or limiting the payment of dividends or the making of distributions to shareholders, including intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law; (xi) any Contract for the development of Intellectual Property, other than those entered into in the ordinary course of business with Company employees and contractors on the Company’s standard form for such Contracts; and (each of which, together xii) all material agreements with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Governmental Authority. (b) Each Company Material Contract is a valid and subsisting; Seller binding agreement of the Company or Companyits applicable Subsidiary, except where the failure to be valid and binding would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as applicablewould not, has duly performed individually or in all material respects all of its obligations thereunder the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the extent that Company or such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company orSubsidiary nor, to the best knowledge Knowledge of Seller and the Company, any other party or obligor with respect thereto, has occurred is in breach of or default under any such Company Material Contract, (ii) as a result of the date of this Agreement, there are no material disputes in connection with any such Company Material Contract, and (iii) as of the date of this Agreement or performance thereof will occur. The consummation no party under any Company Material Contract has given written notice of the transactions contemplated by this Agreement will not (and will not give any person a right to) its intent to terminate or modify any rights of, or accelerate or augment any obligation of, Seller or otherwise seek a material amendment to such Company under any Material Contract.

Material Contracts. (a) Section 4.11 of the Buyer Disclosure Schedule 2.5 lists sets forth a list of each Contract of the following Contracts to which Seller which, as of the date of this Agreement, Buyer and its Subsidiaries is a party (each, a “Buyer Material Contract”): (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC as determined as of the date of this Agreement, other than those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to Buyer; (ii) each Contract (A) not to (or otherwise restricting or limiting the Businessability of Buyer and its Subsidiaries to) compete in any line of business or Company is a party geographic area or (B) to which Seller restrict the ability of Buyer and its Subsidiaries to conduct business in any geographic area; (iii) each Contract (other than any Buyer Benefit Plan) providing for or Company resulting in payments by Buyer and its Subsidiaries that exceeded annual payments by Buyer or any of their properties is subject its Subsidiaries that exceed $1,000,000; (iv) all Contracts granting to any Person an option or by which Seller a first refusal, first offer or Company is bound that similar preferential right to purchase or acquire any material Buyer Assets; (av) is all material Contracts (A) for the granting or receiving of a Customer Contract that provides license, sublicense or franchise (in each case, including any such Contracts relating to any Intellectual Property) providing for payments to or performance by Seller or Company resulting in a payment in excess of $250,000 1,000,000 per year or (B) under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment in the aggregatewhich it is reasonably expected to pay or receive a royalty, (b) is a Supplier Contract that provides for payments by Seller license fee, franchise fee or Company similar payment in excess of $250,000 1,000,000, in the aggregateeach case of clause (A) and (B), (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent agreements with normal credit employees, non-exclusive licenses granted to Buyer’s or its Subsidiaries’ customers, and non-exclusive licenses to commercially available, off-the-shelf Software that have been granted on standardized, generally available terms; (vi) all partnership, joint venture or other similar agreements or arrangements; (hvii) limits or restricts the ability of Seller (any agreement with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliatedirector, officer or director stockholder of Buyer or any AssociateSubsidiary that is required to be described under Item 404 of Regulation S-K of the SEC in the Buyer SEC Reports; (viii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $5,000,000; (ix) any agreement for the disposition or acquisition by Buyer and its Subsidiaries, with material obligations of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs Buyer and expenses materially in excess of expected receipts its Subsidiaries (other than as provided for confidentiality obligations) remaining to be performed or otherwise reserved against on material Liabilities of Buyer and its Subsidiaries continuing after the most recent date of the balance sheets referred to in Section 2.3)this Agreement, (n) is an offshore production contract of any material business or (o) was not made any material amount of assets other than in the ordinary course of business business; (each x) any agreement restricting or limiting the payment of whichdividends or the making of distributions to stockholders, together including intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law; and (xi) all material agreements with each Contracts relating any Governmental Authority. (b) Each Buyer Material Contract is a valid and binding agreement of Buyer or its applicable Subsidiary, except where the failure to be valid and binding would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. Except as would not, be material to Buyer, (i) neither Buyer or such Subsidiary nor, to the Knowledge of Buyer, any other party, is in breach of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each or default under any such Buyer Material Contract, including all amendments and supplements thereto(ii) as of the date of this Agreement, have been made available there are no material disputes with respect to Buyer. Each any such Buyer Material Contract is valid and subsisting; Seller or Company(iii) as of the date of this Agreement, as applicable, no party under any Buyer Material Contract has duly performed in all material respects all given written notice of its obligations thereunder intent to the extent that such obligations to perform have accrued; and no material breach terminate or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute otherwise seek a material breach or default thereunder by Seller or Company or, amendment to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any such Buyer Material Contract.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect a) Except for any Company Benefit Plan and those agreements and other documents filed as exhibits or incorporated by reference to the Business) Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 or filed or incorporated in any Company SEC Reports filed since January 1, 2022 and prior to the date hereof, neither the Company nor any of its Subsidiaries is a party to, bound by or subject to which Seller any agreement, contract, arrangement, commitment or understanding (whether written or oral) (each, whether or not filed with the SEC, a “Material Contract”): (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K; (ii) that contains a provision, including (but not limited to) a non-compete or client or customer non-solicit requirement or an exclusivity or exclusive dealing provision, in each case that materially restricts the conduct of, or the manner or location of conducting, any line of business of the Company or any of their properties is subject its Subsidiaries (or, upon consummation of the Mergers, of the Surviving Entity or by which Seller or Company is bound any of its Subsidiaries) (excluding customary non-solicitation covenants contained in vendor agreements entered into in the ordinary course); (iii) that (aA) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect relates to the Business) or incurrence of indebtedness by the Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts its Subsidiaries (other than as provided for or otherwise reserved against on deposit liabilities, trade payables, federal funds purchased, advances and loans from the most recent of the balance sheets referred Federal Home Loan Bank and securities sold under agreements to repurchase, in Section 2.3), (n) is an offshore production contract or (o) was not made each case incurred in the ordinary course of business consistent with past practice) including any sale and leaseback transactions, capitalized leases and other similar financing transactions or (each of whichB) provides for the guarantee, together with each Contracts relating to support, assumption or endorsement by the Company or any of the Intangible Property listed on Schedule 2.7Company’s Subsidiaries of, being a "Material Contract"or any similar commitment by the Company or any of the Company’s Subsidiaries with respect to, the obligations, liabilities or indebtedness of any other Person, in each case of clauses (A) and (B). True copies , in an outstanding principal amount of each Material Contract$15,000,000 or more; (iv) that grants any right of first refusal, including all amendments and supplements theretoright of first offer or similar right with respect to any material assets, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller rights or Company, as applicable, has duly performed in all material respects all properties of the Company or any of its Subsidiaries; (v) that relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement with any third party (excluding Community Reinvestment Act investments); (vi) that relates to an acquisition, divestiture, merger or similar transaction and under which the Company or any of its Subsidiaries is subject to any material covenants, indemnities or other obligations thereunder to (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (vii) that under which any of the extent that such benefits of or obligations to perform have accrued; will arise or be increased or accelerated by the occurrence of the execution and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result delivery of this Agreement Agreement, receipt of the Company Stockholder Approval or performance thereof will occur. The the announcement or consummation of any of the transactions contemplated by this Agreement will not (and will not give any person Agreement, or under which a right of cancellation or termination will arise as a result thereof, 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, where such increase or acceleration of benefits, right of cancellation or termination or change in the calculation of value of benefits would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company; (viii) that provides for material indemnification by the Company or any of its Subsidiaries of any Person, except (A) for contracts entered into in the ordinary course of business and (B) as provided by the governing documents of the Company and its Subsidiaries; (ix) that creates future payment obligations from the Company or any of its Subsidiaries in excess of $1,000,000 per annum (other than (A) any such contracts which are terminable by the Company or any of its Subsidiaries on sixty (60) days, or less notice without any required payment or other conditions, other than the condition of notice, (B) extensions of credit, (C) other customary banking products offered by the Company or its Subsidiaries or (D) derivatives issued or entered into in the ordinary course of business); (x) that grants to a Person any right, license, covenant not to sue or other right in Company Owned Intellectual Property (excluding (A) non-exclusive licenses, covenants not to sue or similar rights granted in the ordinary course and (B) employee agreements and contractor agreements that are consistent in all material respects with form agreements made available to Parent) or grants to the Company or any of its Subsidiaries a license, covenant not to sue or other right to any Intellectual Property (excluding employee agreements and contractor agreements that are consistent in all material respects with form agreements made available to Parent and licenses to shrink-wrap or click-wrap Software), in each case of this clause (x), that is material to the conduct of the businesses of the Company; (xi) that provides for the sale of Personal Information, or the transfer of Personal Information for marketing purposes, by or on behalf of the Company or any of its Subsidiaries to any third party, in each case of this clause (xi), where the sale or transfer of Personal Information is material to the conduct of the businesses of the Company and its Subsidiaries, taken as a whole; (xii) to which any officer, director, or employee of the Company or any of its Subsidiaries is a party or beneficiary (except with respect to loans to) terminate , or modify any rights deposit or asset management accounts of, directors, officers and employees entered into in the ordinary course of business or accelerate with respect to routine banking relationships, compensation, business expense advancements, or augment reimbursements); or (xiii) that is between the Company or any obligation ofof its Subsidiaries and any Person beneficially owning five percent (5%) or more of the outstanding Company Common Stock. (b) The Company has made available to Parent prior to the date hereof true, Seller correct and complete copies of each Material Contract in effect as of the date hereof. (c) In each case, except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (i) each Material Contract is a valid and legally binding agreement of the Company or one of its Subsidiaries, as applicable, and to the Knowledge of the Company, the counterparty or counterparties thereto, is enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception) and is in full force and effect, (ii) the Company and each of its Subsidiaries has duly performed all obligations required to be performed by it prior to the date hereof under each Material Contract, (iii) neither the Company nor any of its Subsidiaries, and, to the Knowledge of the Company, any counterparty or counterparties, is in breach of any provision of any Material Contract, and (iv) to the Knowledge of the Company, no event or condition exists that constitutes, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the Company or any of its Subsidiaries under any such Material Contract or provide any party thereto with the right to terminate such Material Contract. Section 3.16(c) of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof of (x) all Material Contracts pursuant to which consents or waivers are or may be required and (y) all notices which are required to be given, in each case, prior to the performance by the Company of this Agreement and the consummation of the Merger, the Second Step Merger, the Bank Merger and the other transactions contemplated hereby.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect a) Except for this Agreement, agreements filed as exhibits to the Business) Company SEC Documents or as set forth in Section 3.21 of the Company Disclosure Schedules, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or expressly bound by any Contract (excluding any Company Benefit Plan) that: (i) would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act); (ii) is a Company Real Property Lease pursuant to which Seller or the Company or any of their properties its Subsidiaries leases real property that is subject material to the business of the Company and its Subsidiaries, taken as a whole; (iii) contains restrictions on the right of the Company or any of its Subsidiaries to engage in activities competitive with any Person or to solicit customers or suppliers anywhere in the world, other than restrictions (A) pursuant to limitations on the use by the Company or its Subsidiaries of rail lines set forth in the agreements conveying those lines or granting rights to operate them, (B) that are part of the terms and conditions of any “requirements” or similar agreement under which Seller the Company or any of its Subsidiaries has agreed to procure goods or services exclusively from any Person, or (C) that are not material to the business of the Company is bound that and its Subsidiaries, taken as a whole; (aiv) grants “most favored nation” status that, following the Merger, would apply to Parent and its Subsidiaries, including the Company and its Subsidiaries; (v) provides for the formation, creation, operation, management or control of any joint venture, partnership or other similar arrangement with a third party; (vi) is a Customer an indenture, credit agreement, loan agreement, note, or other Contract that provides providing for payments to indebtedness for borrowed money of the Company or performance by Seller or any if its Subsidiaries (other than indebtedness among the Company and/or any of its Subsidiaries) in excess of $250,000 in the aggregate, 50 million; (bvii) is a Supplier settlement, conciliation or similar Contract that would require the Company or any of its Subsidiaries to pay consideration of more than $20 million after the date of this Agreement or that contains material restrictions on the business and operations of the Company or any of its Subsidiaries; (viii) provides for the acquisition or disposition by the Company or any of its Subsidiaries of any business (whether by merger, sale of stock, sale of assets or otherwise), or any real property, that would, in each case, reasonably be expected to result in the receipt or making by the Company or any Subsidiary of the Company of future payments by Seller or Company in excess of $250,000 in the aggregate, 25 million; (cix) is a Government Contract, an acquisition agreement that contains material “earn-out” or other material contingent payment obligations; (dx) after June 27, 1997 obligates Seller the Company or any Subsidiary of the Company to pay an amount make any future capital investment or capital expenditure outside the Ordinary Course of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof Business and in excess of three years, $50 million; (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (gxi) provides for an extension the procurement of credit other than consistent with normal credit termsservices or supplies from a Company Top Supplier by the Company or any of its Subsidiaries, or provides for sales to a Company Top Customer by the Company or any of its Subsidiaries; (hxii) limits or restricts the ability of Seller the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other equity interests; (xiii) other than any sales and marketing Contracts entered into the Ordinary Course of Business, is a Contract pursuant to which the Company or any of its Subsidiaries is a party, or is otherwise bound, and the contracting counterparty of which (A) is a Governmental Entity or (B) to the Knowledge of the Company, has entered into such Contract in its capacity as a prime contractor or other subcontractor of any Contract with a Governmental Entity and such Contract imposes upon the Company obligations or other liabilities due to such Governmental Entity; or (xiv) is a Contract pursuant to which (A) the Company or any of its Subsidiaries is granted any license or other right with respect to Intellectual Property of another Person, where such Contract is material to the Businessbusiness of the Company or any of its Subsidiaries (other than non-exclusive licenses for unmodified, commercially available “off-the-shelf” software that have been granted on standardized, generally available terms); or (B) the Company or any of its Subsidiaries grants to another Person any license or other right with respect to any material Company to compete or otherwise to conduct its business Intellectual Property. Each Contract of the type described in any manner or place, clauses (i) provides for a guaranty or indemnity by Seller – (with respect to the Businessxiv) or Company, (jof this Section 3.21(a) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets is referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being herein as a "“Company Material Contract"). True .” (b) True, correct and complete copies of each Company Material Contract, including all amendments and supplements thereto, Contract have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder publicly filed with the SEC prior to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result date of this Agreement or performance thereof will occurotherwise made available to Parent. The consummation Neither the Company nor any Subsidiary of the transactions contemplated by Company is in breach of or default under the terms of any Company Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, as of the date of this Agreement will Agreement, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not (reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, each Company Material Contract is a valid and will not give any person a right to) terminate binding obligation of the Company or modify any rights ofthe Subsidiary of the Company that is party thereto and, or accelerate or augment any obligation ofto the Knowledge of the Company, Seller or Company under any Material Contractof each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect i) Except for Contracts (including all amendments and modifications thereto) filed as exhibits to the BusinessCompany Reports as of the date of this Agreement, any Benefit Plan, or as set forth in Section 5.1(k)(i) or of the Company Disclosure Schedule, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any Contract (a Contract described by clauses (A) through (M) of this Section 5.1(k)(i), including Contracts and all amendments and modifications thereto filed or required to be filed as exhibits to the Company Reports, being hereinafter referred to as a “Material Contract”): (A) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (B) that contains any (x) noncompete or exclusivity provisions to which Seller or the Company or any of their properties its Subsidiaries is subject that would, after the Effective Time, materially restrict the ability of Parent or by which Seller any of its Subsidiaries (other than the Company or any of its Subsidiaries) to compete in any line of business or geographic area, (y) most favored customer pricing or any other similar pricing restrictions in favor of a customer of the Company is bound that or any of its Subsidiaries who, in the year ended December 31, 2021, was one of the ten (a10) is a Customer Contract largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (excluding any purchase orders entered into in the ordinary course of business); (C) that provides for payments to a material partnership, joint venture, collaboration or performance by Seller similar material arrangement; (D) that is (x) an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or Company other agreement providing for or guaranteeing Indebtedness of any Person in excess of $250,000 in 5 million except for any Contract solely among or between the aggregateCompany and any of its wholly owned Subsidiaries or (y) hedging, derivative, swaps or other similar Contract; (bE) that relates to the acquisition or disposition of any Person, business, assets or real property (whether by merger, sale of stock, sale of assets or otherwise) and includes a minimum purchase, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries; (F) that is a Supplier Contract that provides Real Property Lease for payments by Seller or Company a property with square footage in excess of $250,000 in the aggregate, 100,000 square feet; (cG) that is a Government Contract, settlement agreement that (dx) requires payment by the Company or any of its Subsidiaries after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, $1 million or (fy) represents a Contract upon which the Business is substantially dependent imposes non-monetary obligations or the absence of which would have a material adverse effect restrictions on the Business, Company or any of its Subsidiaries after the date of this Agreement which obligations or restrictions would apply to Parent or its Affiliates (gincluding the Company and its Subsidiaries) provides for an extension of credit other than consistent with normal credit terms, following the Closing; (hH) limits or restricts the ability of Seller (with respect relating to the Business) pending acquisition or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation disposition of any AffiliatePerson, officer business, assets or director real property (whether by merger, sale of stock, sale of assets or any Associate, of Seller or Company to Seller or Company, (motherwise) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially having an aggregate purchase price in excess of expected receipts $25 million; (other than I) relating to (x) the licensing of Intellectual Property Rights by the Company (whether as provided licensee or licensor) that is material to the Company and its Subsidiaries, taken as a whole or (y) the development of any material Intellectual Property Rights owned or used by the Company (in each case, excluding (1) non-exclusive licenses for or otherwise reserved against on unmodified, commercial off the most recent of the balance sheets referred to in Section 2.3)shelf computer software, (n2) is an offshore production contract or (o) was not made non-exclusive licenses entered into in the ordinary course of business business, and (each 3) agreements with employees or independent contractors on the Company’s standard form of which, together agreement); (J) with each Contracts relating to any customer of the Company or any of its Subsidiaries who, in the Intangible Property listed year ended December 31, 2021 was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on Schedule 2.7amounts paid or payable (excluding any purchase orders entered into in the ordinary course of business); or (K) with any vendor of the Company or any of its Subsidiaries who, being a "Material Contract"in the year ended December 31, 2021, was one of the ten (10) largest sources of payment obligations for the Company and its Subsidiaries, based on amounts paid or payable (excluding any purchase orders entered into in the ordinary course of business). True . (ii) The Company has made available to Parent prior to the date of this Agreement accurate and complete copies of each all written Material ContractContracts required to be identified in Section 5.1(k)(i) of the Company Disclosure Schedule, including all amendments and supplements thereto, have been made available as in effect as of the date of this Agreement. (iii) As of the date of this Agreement, except as has not had, and would not reasonably be expected to Buyer. Each have, individually or in the aggregate, a Material Adverse Effect, each Material Contract is a valid and subsisting; Seller binding agreement of the Company or any of its Subsidiaries party thereto, enforceable against the Company or any 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, subject in each case to the Bankruptcy and Equity Exception (and subject to the termination or expiration of any such Material Contract after the date of this Agreement in accordance with its terms). Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its Subsidiaries, and, to the Knowledge of the Company, as applicableof the date of this Agreement, has duly performed no other party thereto, is (or with or without notice or lapse of time would be) in all material respects all default or breach under the terms of its obligations thereunder to the extent that any such obligations to perform have accrued; Material Contract and no material breach or default, alleged material breach or default, or event which would has occurred (with the passage of time, notice respect to defaults or both) constitute a material breach or default thereunder breaches by Seller or Company orany other party thereto, to the best knowledge Knowledge of Seller and the Company, any other party or obligor with respect thereto, has occurred or as a result of the date of this Agreement Agreement) that (with or without notice or lapse of time) will, or would reasonably be expected to, (A) constitute such a violation or breach, (B) give any Person the right to accelerate the maturity or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not any Material Contract or (and will not C) give any person a Person the right to) to cancel, terminate or modify any rights of, or accelerate or augment any obligation of, Seller or in a manner adverse to the Company under any Material Contract.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect to the Business) or Company is a party or to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments All Contracts, including amendments thereto, required to or performance by Seller or Company in excess of $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company be filed as an exhibit to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as any report of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect Company filed pursuant to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent Exchange Act of the balance sheets referred type described in Item 601(b)(10) of Regulation S-K promulgated by the SEC have been filed. All such filed Contracts shall be deemed to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to BuyerParent. (b) Other than the Contracts described in Section 3.18(a) and any Contracts, including amendments thereto, required to be filed as an exhibit to any report of the Company filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K promulgated by the SEC, Section 3.18(b) of the Company Disclosure Letter sets forth a complete list, and the Company has made available to Parent true and complete copies, of each Contract to which the Company or any of the Company Subsidiaries is a party or by which it is bound or to which any of their respective assets are subject (other than any of the foregoing between the Company and any of the Company Subsidiaries or between any wholly-owned Company Subsidiaries), as of the date of this Agreement, that: (i) constitutes a partnership, joint venture or similar arrangement that is material to the Company and the Company Subsidiaries, taken as a whole; (ii) evidences the creation, incurrence, assumption or guarantee of Indebtedness of the Company or any Company Subsidiary in an amount in excess of $1,000,000 (except for such Indebtedness between the Company and any of the Company Subsidiaries or between the Company Subsidiaries, guarantees by the Company of Indebtedness of any of the Company Subsidiaries and guarantees by any of the Company Subsidiaries of Indebtedness of the Company or any other Company Subsidiary); (iii) is a Contract with an affiliate that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated under the Exchange Act; (iv) grants any rights of first refusal, rights of first negotiation or other similar rights to any person with respect to the sale of any material operating unit of the Company and the Company Subsidiaries, taken as a whole; (v) would materially restrict the ability of Parent or its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) following the Effective Time to compete in any line of business that is material to Parent or its Subsidiaries or in any geographic territory that is material to Parent and its Subsidiaries; or (vi) is a mortgage, pledge, security agreement, deed of trust or other Contract granting a Lien, other than a Permitted Lien, on any material property or asset of the Company or any Company Subsidiary (other than any such item that relates to Indebtedness that is not required to be listed by Section 3.18(b)(ii)). Each Contract described in Section 3.18(a) or Section 3.18(b) that is not terminable by the other party or parties thereto on 90 days’ or less notice is referred to in this Agreement as a “Company Material Contract Contract.” (c) Neither the Company nor any Company Subsidiary is valid and subsisting; Seller in breach of or default under the terms of any Company Material Contract, and, to the knowledge of the Company, as applicable, no event has duly performed in all material respects all of its obligations thereunder to the extent occurred that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) lapse of time or both would constitute a material breach or default thereunder by Seller the Company or any Company orSubsidiary, where such breach or default, individually or together with other such breaches or defaults, has had or would reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract where such breach or default, individually or together with other such breaches or defaults, has had or would reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, each Company Material Contract is a valid and binding obligation of the Company or a Company Subsidiary that is a party thereto and, to the best knowledge of Seller and the Company, any other party is in full force and effect, except for such failures as would not, individually or obligor with respect theretoin the aggregate, has occurred or as reasonably be expected to have a result of this Agreement or performance thereof will occur. The consummation of Company Material Adverse Effect, subject to the transactions contemplated by this Agreement will not (Bankruptcy and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material ContractEquity Exception.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect a) Except for Company Material Contracts filed as exhibits to the BusinessCompany Reports prior to the date of this Agreement or, as listed in Section 3.13(a) or of the Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any of the Company Subsidiaries is a party to or bound by (i) any “material contract” required to be filed as an exhibit to the Company’s annual report on Form 10-K pursuant to item 601(b)(10) of Regulation S-K of the SEC or (ii) any Contract that: (i) is a “non-compete,” or similar agreement that restricts or purports to restrict the geographic area in which Seller or the Company or any of their properties the Company Subsidiaries may conduct any line of business, or that requires the referral of business opportunities by the Company or any of the Company Subsidiaries that could reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole in either case, that materially interferes with the operation of the Company’s business as it is subject presently conducted; (ii) relates to partnerships, joint ventures or by similar arrangements pursuant to which Seller the Company or any of the Company is bound Subsidiaries invests in any other Person that could reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole; or (aiii) is a Customer Contract that provides for payments to the acquisition or performance disposition of any assets by Seller the Company or any of the Company Subsidiaries with a purchase price therefor in excess of $250,000 50,000,000 that has been entered into since January 1, 2009 (all contracts of the type described in the aggregatethis Section 3.13(a), being referred to herein as a “Company Material Contract”). (b) Neither the Company nor any of the Company Subsidiaries is in breach of or default under the terms of any Company Material Contract in any material respect. To the knowledge of the Company, no other party to any Company Material Contract is in any material respect in breach of or default under the terms of any Company Material Contract. Each Company Material Contract is a Supplier Contract that provides for payments by Seller valid and binding obligation of the Company or any Company in excess of $250,000 in the aggregate, (c) Subsidiary which is a Government Contractparty thereto and, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as knowledge of the date hereof Company, is in excess of three yearsfull force and effect; provided, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Businesshowever, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, that (i) provides for a guaranty such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or indemnity by Seller other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (with respect ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent discretion of the balance sheets referred to in Section 2.3)court before which any proceeding therefor may be brought. True, (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True correct and complete copies of each Company Material Contract, Contract (including all modifications and amendments thereto and supplements thereto, waivers thereunder) have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material ContractParent.

Material Contracts. (a) All Contracts, including amendments thereto, required to be filed as an exhibit to any report of Parent filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K under the Exchange Act have been so filed as of the date hereof, and no such Contract has been amended or modified (or further amended or modified, as applicable) since the date such Contract or amendment was filed. (b) Other than the Contracts described in clause (a) above which were filed in an unredacted form, Section 4.11(b) of the Parent Disclosure Schedule 2.5 lists each Contract sets forth a complete and accurate list of Contracts to which Seller (with respect to the Business) Parent or Company any of its Subsidiaries is a party or to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in fall within the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term following categories and existing as of the date hereof in excess (collectively, the “Parent Material Contracts”): (i) any Contract for the purchase or sale of three yearsservices, equipment or other assets (fother than relating to Oil and Gas Properties) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, that either (g1) provides for annual payments by Parent and/or its Subsidiaries of $500,000 or more; or (2) gives rise to anticipated receipts of more than $500,000 in any calendar year, in each case that cannot be terminated on not more than 90 days’ notice without payment by the Parent and/or its Subsidiaries of any material penalty; (ii) any material partnership, joint venture or other similar agreement or arrangement; (iii) any Contract relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which Parent has material ongoing obligations entered into within the three years prior to the date hereof; (iv) any Contract as obligor or guarantor relating to Indebtedness (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an extension aggregate outstanding principal amount not exceeding $500,000; (v) any Contract containing any area of credit other than consistent with normal credit termsmutual interest, (h) limits joint bidding area, joint acquisition area, or non-compete or similar type of provision that materially restricts the ability of Seller Parent or any of Parent’s Subsidiaries (including the Company and the Company’s Subsidiaries following the Closing) to (A) compete in any line of business or geographic area or with any Person during any period of time after the Closing or (B) make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets or properties; (vi) any Contract to the Business) or Company to compete sell, lease, farmout, exchange or otherwise dispose of all or any part of the Oil and Gas Properties of Parent and its Subsidiaries; (vii) each Contract for the sale, purchase, exchange or other disposition of Hydrocarbons produced from the Oil and Gas Leases or ▇▇▇▇▇ of Parent and its Subsidiaries; (viii) each Contract that contains any drilling commitments; (ix) each Contract for any material Derivative Transaction of Parent or any of its Subsidiaries; (x) any joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar Contract (or series of related Contracts) requiring Parent or any Subsidiary to conduct its business make expenditures that would reasonably be expected to be in excess of (A) $1,500,000 in any manner calendar year or place(B) $3,000,000 during the term thereof, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (ixi) any Contract that provides for a “take-or-pay” clause or any similar prepayment obligation, acreage dedication, minimum volume commitments or capacity reservation fees to a gathering, transportation or other arrangement downstream of the wellhead, that cover, guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially commit volumes in excess of expected receipts 5,000 barrels of oil equivalent of Hydrocarbons of Parent and its Subsidiaries per day over a period of one month (calculated on a yearly average basis) and for a term greater than 10 years, except for any Contracts that are terminable without penalty within 90 days; (xii) each Contract that contains any standstill, “most favored nation” or most favored customer provision, preferential right or rights of first or last offer, negotiation or refusal or any similar requirement or right in favor of any third party, in each case other than as provided those contained in (A) any agreement in which such provision is solely for or otherwise reserved against on the most recent benefit of the balance sheets referred to in Section 2.3)Company or any of its Subsidiaries, (nB) is an offshore production contract customary royalty pricing provisions in Oil and Gas Leases or (oC) was not made customary preferential rights in joint operating agreements or unit agreements affecting the ordinary course business or the Oil and Gas Properties of business (each of which, together with each Contracts relating to the Company or any of the Intangible Property listed on Schedule 2.7its Subsidiaries; and (xiii) any Contract that constitutes a seismic, being a "Material Contract"). True copies of each Material Contractdata or geophysical license, including all amendments and supplements thereto, have been made available to Buyer. agreement or permit. (c) Each Parent Material Contract is a valid and subsisting; Seller binding agreement of Parent or Company, as applicable, has duly performed in all material respects all one of its obligations thereunder to the extent that such obligations to perform have accrued; Subsidiaries, and no material breach or defaultis in full force and effect, alleged material breach or defaultand none of Parent, or event which would (with the passage any Subsidiary of time, notice or both) constitute a material breach or default thereunder by Seller or Company Parent or, to the best knowledge of Seller and CompanyParent’s knowledge, any other party is in default or obligor with respect thereto, has occurred or as a result breach under the terms of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any such Parent Material Contract, except for any such defaults or breaches which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect to a) Except for this Agreement or as set forth in Section 3.17 of the Business) or Company is a party or to which Seller or Disclosure Schedules, and other than any Company Plans, as of the Agreement Date, none of the Company or any of their properties is subject or by which Seller or the Company is bound that (a) Subsidiaries is a Customer party to or bound by (each of the following, together with the engagement letters set forth on Section 3.8 of the Company Disclosure Schedules, a “Company Material Contract”): (i) any Contract that provides would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC, other than those agreements and arrangements described in Item 601(b)(10)(iii); (ii) any Contract with a related person (as defined in Item 404 of Regulation S-K of the Securities Act) that would be required to be disclosed in the Company SEC Reports but has not been disclosed; (iii) any Contract that contains a put, call, right of first refusal or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, or offer for payments purchase or sale of any business, stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (iv) any Contract relating to the borrowing or performance by Seller or Company lending of Indebtedness in excess of $250,000 50,000 (whether incurred, assumed, guaranteed or secured by any asset); (v) any Contract that is a settlement, conciliation or similar agreement between the Company or any Company Subsidiary and any Governmental Authority pursuant to which the Company or a Company Subsidiary will be required after the date of this Agreement to pay any material monetary obligations; (vi) any Contract between the Company or any Company Subsidiary, on the one hand, and any third Person, on the other hand (A) materially limiting the freedom or right of the Company or any Company Subsidiary (or, following the Closing, Parent or any of its Affiliates) to engage in the aggregateany line of business or to compete with any other Person in any location or line of business, (bB) is containing any “most favored nations” terms and conditions (including with respect to pricing) granted by the Company or any Company Subsidiary, or (C) containing exclusivity obligations or otherwise materially limiting the freedom or right of the Company or any Company Subsidiary to solicit, sell, distribute or manufacture any products or services or any technology or other assets to or for any other Person; (vii) any Contract between the Company or any Company Subsidiary and a Supplier Contract that provides for payments by Seller third Person (A) relating to the disposition of any assets or business of the Company and the Company Subsidiaries with a fair market value in excess of $250,000 in 50,000 or (B) relating to the aggregateacquisition of any assets or business of, (c) is or ownership interests in, any third Person with a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof fair market value in excess of three years$50,000, in each case of clauses (fA) represents and (B), whether by merger, sale of stock or assets or otherwise, and that contains continuing indemnities or other material obligations or any continuing “earn-out” or other contingent payment obligation on the part of the Company or any Company Subsidiary; (viii) any Contract between the Company or any Company Subsidiary and any third Person that establishes a joint venture, partnership or limited liability company; (ix) any Contract upon which that by its express terms requires the Business is substantially dependent Company or any Company Subsidiary, or any successor to, or acquirer of, the Company or any Company Subsidiary, to make any material payment to another Person as a result of a change of control of the Company or any such Company Subsidiary (a “Change of Control Payment”) or gives another Person a right to receive or elect to receive a Change of Control Payment; (x) any Contract that prohibits the declaration or payment of dividends or distributions in respect of the capital stock of the Company or any Company Subsidiary, the pledging of the capital stock or other equity interests of the Company or any Company Subsidiary or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation issuance of any Affiliate, officer or director guaranty by the Company or any Associate, of Seller or Company to Seller or Company, Subsidiary; (mxi) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially any Contract (excluding in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made each case Contracts entered into in the ordinary course of business consistent with past practice and agreements with employees or independent contractors) pursuant to which (each a) both (i) the Company or any Company Subsidiary is granted a license to, including any covenant not to sue under, any material Intellectual Property Right owned by any third party that is necessary for or used by the Company or any Company Subsidiary in their respective businesses as currently conducted, and (ii) that requires by its terms or is reasonably expected to require the payment or delivery by the Company or any Company Subsidiary in an amount having an expected value in excess of which$50,000 in the fiscal year ending December 31, together 2024, or (b) both (i) the Company or any Company Subsidiary grants a third party a license to, including any covenant not to sue under, any material Company Intellectual Property and (ii) that requires by its terms or is reasonably expected to require the payment or delivery by the counterparty thereto of cash or other consideration to the Company or any Company Subsidiary in an amount having an expected value in excess of $50,000 in the fiscal year ending December 31, 2024; (xii) any CBAs; (xiii) any Contract with each Contracts relating to any supplier that involved the payment of more than $50,000 in the Company’s last fiscal year; (xiv) any material Contract with any university or other academic institution, research center, international organization or Governmental Authority having an expected value in excess of $50,000 in the fiscal year ending December 31, 2024, or in any single fiscal year thereafter, other than any sponsored research agreements, clinical trial site agreements, material transfer agreements, sponsorship agreements or grant agreements entered into in the ordinary course of business; (xv) any Contract that indemnifies any director or executive officer of the Intangible Property listed Company or any Company Subsidiary (other than any indemnification provisions set forth in the certificate of incorporation or bylaws or comparable governing documents of the Company or any Company Subsidiary or Contracts entered into on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been substantially the same form as the Company’s standard forms previously made available to Buyer. Parent); or (xvi) any Contract that requires any capital commitment or capital expenditure (or series of capital expenditures) by the Company or any Company Subsidiary after the date hereof in an amount in excess of $50,000 in the aggregate. (b) Each of Company Material Contract is in full force and effect, and represents a valid and subsisting; Seller binding obligation of the Company or Companya Company Subsidiary, enforceable in accordance with its terms against the Company or the Company Subsidiary (as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or bothcase may be) constitute a material breach or default thereunder by Seller or Company orand, to the best knowledge Knowledge of Seller and the Company, any other party or obligor with respect thereto, has occurred except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or as other similar Laws affecting the enforcement of creditors’ rights generally, and general principles of equity (regardless of whether such enforceability is considered in a result proceeding in Law or equity). Neither the Company nor any Company Subsidiary is in material breach of this Agreement or performance thereof will occur. The consummation default, with or without notice, lapse of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate time or modify any rights ofboth, or accelerate or augment any obligation of, Seller or Company under any Company Material Contract, nor, to the Company’s Knowledge, is any other party to any such Company Material Contract.

Material Contracts. Schedule 2.5 lists each Contract (a) Section 2.8(a) of the Seller Disclosure Letter lists, as of the date hereof, the following Contracts primarily related to or otherwise material to the operation of the Business to which Seller Sellers or any of their Controlled Affiliates is a party and which have not been entirely fulfilled or performed as of the date hereof, except for (v) this Agreement, (w) any Benefit Plan, (x) Divided Commingled Contracts, (y) Contracts related to services to be performed under the Transitional Services Agreement and (z) any purchase orders, invoices or other similar Contracts entered into or received in the Ordinary Course of Business (collectively, the “Material Contracts”): (i) any Contract relating to any incurrence, assumption or guarantee of Indebtedness for borrowed money by any Transferred Subsidiary or, with respect to the Business) or Company is a party or to which Seller or Company , Sellers or any of their properties is subject or by which Seller or Company is bound that Controlled Affiliates (aas applicable) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $500,000; (ii) any joint venture agreement or partnership agreement or other similar Contract memorializing any joint venture or partnership between the Business and a third party; (iii) any Contract relating to the acquisition or disposition of any business, capital stock or other equity securities or assets of any Person (whether by merger, consolidation or other business combination, sale of stock or other securities, sale of assets or otherwise) entered into during the past five (5) years or under which the Business has any continuing obligation; (iv) any Contract providing for payments by or to the Business estimated or projected by Sellers, in good faith, to be in excess of $1,000,000 per annum, or $5,000,000 over the life of such Contract; (v) any Contract that contains exclusivity obligations, right of first refusal or right of first offer, most favored nation obligations, “take or pay” obligations, or non-competition obligations or restrictions binding on the Business; (vi) any Contract containing covenants that (A) restrict or purport to restrict the Business (or any of the owners thereof or their respective Affiliates) from any solicitation, hiring or engagement of any Person or the solicitation of any customer or (B) limit or purport to limit the freedom of any the Business (or any of the owners thereof or their respective Affiliates) to engage in any line of business, compete with any Person or operate in any geographic areas or markets; (vii) any Contract (A) pursuant to which the Business receives from a third party a license or other right to use any material Intellectual Property used in the Business, other than (i) shrink-wrap, click wrap, and off-the-shelf software licenses, and other non-exclusive licenses of uncustomized software that is commercially available to the public generally, with aggregate fees of $250,000 or less, and (ii) licenses for Intellectual Property used by Sellers or their Controlled Affiliates in connection with the provision of services under the Transitional Services Agreement or (B) pursuant to which material Transferred Intellectual Property is licensed to a third party other than non-exclusive licenses granted in the Ordinary Course of Business in connection with the sale or licensing of products or services of the Business; (viii) any Labor Agreement covering any Business Employees; (ix) any Contract pursuant to which the Business receives the services of independent contractors or other non-employee service providers; (x) any Contract that grants a Lien (other than a Permitted Lien) on any material Transferred Asset or material property or asset of the Transferred Subsidiaries that is not an Excluded Asset; (xi) any Contract with a Key Customer or Key Supplier; (xii) any Government Contract where the counterparty is a Governmental Authority and for which (x) the period of performance has not expired or terminated or (y) final payment has not yet been received as of the date hereof; (xiii) any Contract relating to the settlement or conciliation of any Litigation (A) since April 1, 2021 and providing for payment by the Business in excess of $500,000 or (B) pursuant to which the Business will have any outstanding obligation after the date hereof; (xiv) any Contract pursuant to which any third party sales representative or other third party representative (a “Third Party”) is appointed to promote and solicit offers for the purchase of products and services of the Business or the Transferred Subsidiaries in any territory outside of the United States (each, a “Foreign Sales Representative Agreement”); (xv) any Affiliate Contract; and (xvi) any Lease, any Landlord Lease and any agreement or instrument for the purchase, sale, transfer or encumbrance of any real property or interest therein, including the Owned Real Property. (i) Each Material Contract is in full force and effect and is a valid and binding agreement of a Transferred Subsidiary, Sellers or their Affiliates, as applicable, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally, (ii) neither a Transferred Subsidiary, Sellers or their Affiliates, as applicable, nor, to the Knowledge of Sellers, any other party thereto is in default or breach in any material respect under (or is alleged in writing to be in default or breach in any material respect under) the terms of has provided or received any written notice of any intention to terminate, any such Material Contract, and (iii) no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder or result in a termination thereof or would cause or permit the acceleration of or other changes of or to any right or obligation or the loss of any benefit thereunder, except, in each case of clauses (i) – (iii), except as would not, individually or in the aggregate, be (bor reasonably be expected to be) is material to the Business, taken as a Supplier Contract that provides for payments by Seller or Company in excess whole. To the Knowledge of $250,000 in Sellers, neither Sellers nor any of their Controlled Affiliates have received any written notice of the aggregateintention of any party to terminate any Material Contract. Prior to the date hereof, (c) is a Government ContractSellers have made available to Buyer true, (d) after June 27, 1997 obligates Seller or Company to pay an amount correct and complete copies of $250,000 or more in the aggregate, (e) has an unexpired term Material Contracts as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of whichhereof, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; modifications and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect amendments thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contract.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect to a) As of the Business) or date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or to which Seller bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) (other than any Company Benefit Plan); (ii) any Contract with any of its directors or officers (other than any Company Benefit Plan); (iii) any Contract that (A) imposes any material restriction on the right or ability of the Company or any of their properties is subject its Subsidiaries to compete with any other Person or solicit any client or customer or (B) following the Closing will materially restrict the ability of Parent or its Subsidiaries to so compete or solicit; (iv) any material Contract with a customer that obligates the Company or its Subsidiaries (or following the Closing, Parent or its Subsidiaries) to conduct business with any third party on a preferential or exclusive basis or that contains “most favored nation” or similar covenants; (v) any Contract relating to Indebtedness (other than intercompany Indebtedness owed by the Company or any wholly owned Subsidiary to any other wholly owned Subsidiary, or by which Seller any wholly owned Subsidiary to the Company) of the Company or Company is bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Company any of its Subsidiaries having an outstanding principal amount in excess of $250,000 in 50,000,000.00, other than the aggregate, Credit Agreement and the Company Notes and related indentures; (bvi) is a Supplier any Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in grants any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right of first offer or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services similar right with respect to which there will be any material losses assets, rights or will be costs and expenses materially in excess properties of expected receipts the Company or its Subsidiaries; (vii) any Contract that provides for the acquisition or disposition, directly or indirectly, of any assets (other than as provided for acquisitions or otherwise reserved against on the most recent dispositions of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made sale in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) or capital stock or other equity interests of any Person, and with any outstanding obligations as of the date of this Agreement, in each case with a value in excess of which$10,000,000.00; (viii) any joint venture, together with each Contracts partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any material joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries; (ix) any Contract with an affiliate or other Person that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated under the Exchange Act; (x) any Contract (A) with any customer that is one of the Top Customers or (B) with any supplier that is one of the Top Suppliers; (xi) any Contract pursuant to which the Company or any of its Subsidiaries has purchased, licensed or sold during the Intangible twelve months prior to the date hereof, goods or services that involved payment by or to the Company and its Subsidiaries in excess of $40,000,000.00 during such period or that provides for payments in excess of such amount over the remaining term of such agreement (in each case, whether under a single agreement or a series of related agreements); (xii) any Contract pursuant to which (A) the Company or any of its Subsidiaries grants to any third party any license, release, covenant not to ▇▇▇ or similar right with respect to any material Intellectual Property listed on Schedule 2.7owned by the Company or any of its Subsidiaries, being or (B) the Company or any of its Subsidiaries receives a "Material Contract"license, release, covenant not to ▇▇▇ or similar right with respect to any material Intellectual Property owned by a third party (other than generally commercially available software in object code form); and (xiii) any material Contract or any other Contract that contains “most favored nation” or similar covenant with respect to pricing terms or requires on-going reporting obligations of the Company and/or its Subsidiaries, in each case to which the Company or any of its Subsidiaries is a party and any counterparty is a Governmental Entity (or the counterparty has represented in writing to the Company or any of its Subsidiaries that it is a prime contractor or subcontractor to a Governmental Entity). True copies All contracts of each the types referred to in clauses (i) through (xiii) above are referred to herein as “Company Material Contracts.” (b) Neither the Company nor any Subsidiary of the Company is in breach of or default in any respect under the terms of any Company Material Contract and, to the knowledge of the Company, as of the date hereof, no other party to any Company Material Contract is in breach of or default in any respect under the terms of any Company Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller no event has occurred or not occurred through the Company, as applicable, has duly performed in all material respects all ’s or any of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach Subsidiaries’ action or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company inaction or, to the best Company’s knowledge, prior to the date hereof through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach of or default or result in the termination of or a right of termination or cancelation thereunder, accelerate the performance or obligations required thereby, or result in the loss of any benefit under the terms of any Company Material Contract, in each case except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Company Material Contract (i) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of Seller and the Company, of each other party thereto, and (ii) is in full force and effect, subject to the Enforceability Exceptions, in each case except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There are no disputes pending or, to the Company’s knowledge, threatened with respect to any Company Material Contract, and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to a Company Material Contract to terminate for default, convenience or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give otherwise any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contract, nor to the Company’s knowledge, is any such party threatening to do so, in each case except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Material Contracts. Schedule 2.5 lists each Contract (a) Section 3.16 of the Company Disclosure Letter lists, and the Company has made available to Parent prior to the date of this Agreement, true, correct and complete copies of, any of the following contracts (or a summary of a contract if pursuant to its terms it cannot be provided) to which Seller (with respect to the Business) or Company is a party or to which Seller or Company or any of their properties the Company Subsidiaries is subject bound, in each case other than (x) a Company Benefit Plan and (y) contracts referred to in Section 3.16 (a)(i) (all of which are publicly available): (i) that would be required to be filed by the Company or by any of the Company Subsidiaries as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) that contains covenants that limit the ability of the Company or any of the Company Subsidiaries to compete in any business or with any person or in any geographic area or distribution or sales channel, or to sell, supply or distribute any service or product, in each case, that could reasonably be expected to be material to the business of the Company and the Company Subsidiaries, taken as a whole; (iii) that relates to a joint venture, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation or control of any partnership or joint venture or similar entity or arrangement (other than any partnership or limited liability company operating agreement of a direct or indirect wholly-owned Company Subsidiary) or pursuant to which Seller the Company or any of the Company Subsidiaries has an obligation (contingent or otherwise) to make a material investment in or a material extension of credit to any person; (iv) that involves any exchange traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or any other derivative financial instrument or contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including commodities, emissions allowances, renewable energy credits, currencies, interest rates, foreign currency and other indices, in each case, that is bound material to the business of the Company and the Company Subsidiaries, taken as a whole, in each case other than agreements for the purchase and sale of coal, diesel fuel and ANFO; (v) that relates to (ax) is a Customer Contract that provides for payments to or performance by Seller or indebtedness under which the Company and/or any of the Company Subsidiaries has outstanding obligations in excess of $250,000 10,000,000 or (y) conditional or similar sale arrangements in connection with which the aggregate, aggregate actual or contingent obligations of the Company and the Company Subsidiaries under such contract are greater than $10,000,000; (vi) for the purchase and sale of coal under which (x) the aggregate amounts to be paid by the Company and the Company Subsidiaries over the remaining term of such contract would reasonably be expected to exceed $20,000,000 in any twelve-month period or (y) the aggregate amounts to be received by the Company and the Company Subsidiaries over the remaining term of such contract would reasonably be expected to exceed $20,000,000 in any twelve-month period; or (vii) that would or would reasonably be expected to prevent or materially delay the Company’s ability to consummate the Merger or the other Transactions. Each contract of the type described in subclauses (i) through (vii) above (in each case other than a Company Benefit Plan) is referred to herein as a “Company Material Contract.” (b) is a Supplier Contract that provides for payments by Seller or Each Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller binding on the Company or the Company Subsidiary party thereto and, to the Knowledge of the Company, as applicableeach other party thereto, has duly performed and is in all material respects all full force and effect, except for such failures to be valid and binding or to be in full force and effect that would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company. There is no default under any such Company Material Contract by the Company or any of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company Subsidiaries or, to the best knowledge Knowledge of Seller and the Company, by any other party or obligor with respect thereto, and no event has occurred that with the lapse of time or as the giving of notice or both would constitute a result of this Agreement default thereunder by the Company or performance thereof will occur. The consummation any of the transactions contemplated Company Subsidiaries or, to the Knowledge of the Company, by this Agreement will not (and will not give any person other party thereto, in each case except as would reasonably be expected to result, individually or in the aggregate, in a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material ContractAdverse Effect on the Company.

Material Contracts. (a) Schedule 2.5 3.14(a) of the Disclosure Schedule lists each following Contract (x) by which any of the Purchased Assets is bound or affected or (y) to which Seller (Seller, or its applicable Affiliate, is a party and is used with respect to the BusinessBusiness or the Purchased Assets: (i) or Company is a party or to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Company involving aggregate consideration in excess of $250,000 in 1,000,000 or requiring performance by any party more than one (1) year from the aggregate, date hereof; (bii) is a Supplier any Contract that provides relates to the sale, license or lease of any of the Purchased Assets; (iii) any Contract with (A) any Business Customer or (B) any Business Supplier; (iv) any Contract providing for payments by any non-competition, non-solicitation, exclusive dealing, grants of exclusive rights, or prohibiting Seller or Company Purchaser (after the Closing) from freely engaging in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete business or otherwise to conduct its business in any manner or placeincluding provisions on joint price-fixing, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company“most favored nation”, (j) grants a power of attorneypricing limitations, agency or similar authority to another person or entityrequired discounts, (k) contains a right rights of first refusal, right of first offer, market or customer sharing, exclusivity or market classification; (lv) contains a right or obligation of any Affiliate, officer or director or Labor Agreement; (vi) any Associate, of Seller or Company to Seller or Company, Contract with an Identified Employee; (mvii) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was any Contract not made executed in the ordinary course of business business, not consistent with fair market terms, conditions and prices or with applicable Laws or otherwise not made on arm’s length terms and conditions; (each viii) any Contract in which Seller has agreed to purchase, “take or pay,” minimum commitments, volume requirements or similar obligations or supply a minimum quantity of whichgoods or services; (ix) any Contract with an uncapped guaranty, together with each Contracts liability or indemnification for any product related to the Business; (x) any Government Contract; (xi) any Contract that could prohibit or delay the consummation of the transactions contemplated hereby; (xii) any Contract relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Assumed Liability; and (xiii) any Contract is valid and subsisting; between or among Seller or Company, as applicable, any of its Affiliates on the one hand and any Affiliate of Seller on the other hand. (b) Seller has duly performed in all material respects all obligations required to be performed by it and is not in default under or in breach of its obligations thereunder to the extent that such obligations to perform have accrued; nor in receipt of any claim of default or breach under any Material Contract, and no material breach or default, alleged material breach or default, or event has occurred which would (with the passage of time, time or the giving of notice or both) constitute both would result in a material default, breach or default thereunder event of noncompliance by Seller or Company or, to the best knowledge Knowledge of Seller and CompanySeller, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any such Material Contract. To the Knowledge of Seller, each other party to each such Contract has performed in all material respects all obligations required to be performed by it under such Contract. Each Material Contract (i) is legal, valid, binding and enforceable against Seller and, to the Knowledge of Seller, against each other party to such Contract and (ii) will continue to be legal, valid, binding and enforceable on identical terms as of immediately after the Closing. Purchaser has been supplied with a correct and complete copy of each Material Contract, together with all amendments, waivers or other changes thereto.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect to the Business) or Company is a party or to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Except as set forth in Section 4.5(a) of the Company in excess of $250,000 in the aggregateDisclosure Schedule, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof neither the Company nor any of its Subsidiaries has entered into or is bound by any of the following types of Contracts (each a “Material Contract”): (i) any Contracts with any Affiliate of the Company or its Subsidiaries; (ii) any Contracts relating to any Indebtedness; (iii) any Contracts under which the Company or any of its Subsidiaries has made or is obligated to make, directly or indirectly, any capital contribution to, or other investment in, any Person in any amount; (iv) any Contracts prohibiting or restricting the ability of the Company or any of its Subsidiaries to conduct business in any geographical area, to solicit clients or to compete with any Person; (v) any Contracts that provide for earn-outs or other similar contingent obligations to be paid by the Company or any of its Subsidiaries; (vi) any Contracts for the Company’s or any Subsidiary’s purchase of materials, supplies, products or services, involving annual payments in excess of three years$100,000 in any year; (vii) any joint venture, strategic alliance, partnership or similar Contract involving a sharing of profits or expenses or payments based on revenues or profits of the Company or any of its Subsidiaries; (fviii) represents any reinsurance Contracts (each a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business“Reinsurance Agreement”) and any trust agreements, (g) provides for an extension letters of credit or other than consistent Contracts relating to collateral or security provided in connection with normal credit termsany Reinsurance Agreement; (ix) any investment management, (h) limits custody or restricts the ability of Seller (with respect similar Contracts specifically relating to the Businessassets of the Company and its Subsidiaries; (x) any Contract with any Governmental Authority; (xi) any Contract under which (A) the Company or Company to compete or otherwise to conduct any of its business Subsidiaries is granted rights by others in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts Intellectual Property (other than as provided for or otherwise reserved against on the most recent (x) commercial off-the-shelf software with an aggregate annual cost of the balance sheets referred to in Section 2.3), (n) is an offshore production contract less than $25,000 or (oy) was not made agreements with the Company’s or any of its Subsidiary’s employees or contractors entered into in the ordinary course of business) or (B) the Company or any of its Subsidiaries has granted rights to others in Intellectual Property (other than customer agreements entered into in the ordinary course of business); (xii) any Contracts between or among the Company or any Subsidiary and a third party, including joint and several undertakings and/or guarantees for the benefit of a third party, pursuant to which the Company or any Subsidiary has guaranteed or may otherwise be primarily or secondarily liable in respect to any obligation or liability owed to or for the benefit of a third party; (xiii) any Contracts between the Company or any Subsidiary, on the one hand, and any Company Shareholder or any Affiliate of any Company Shareholder (other than the Company or any of its Subsidiaries) or any officer or director of the Company or any Subsidiary, on the other hand; (xiv) indemnification agreements, undertakings and obligations of the type described at Section 6.11(a); (xv) (i) any Contract with any third party administrator and any Contract pursuant to which the Company or any of its Subsidiaries provides services to a third party and (ii) any Contract with any other service provider that involves annual service fees in excess of $100,000; (xvi) any Contract (or series of related Contracts) providing for the acquisition or disposition of any material lines of business, business enterprise or material assets of or by the Company or any of its Subsidiaries; (each of which, together with each xvii) Contracts relating to any Proceeding or settlement agreement to which the Company or any of its Subsidiaries is a party, other than claim related settlements within policy limits entered into in the Intangible Property listed ordinary course of business; (xviii) any management, consulting, independent contractor, employment, severance, bonus or similar agreement; (xix) any Contract (excluding any Reinsurance Agreement) that involves annual payments in excess of $100,000 that is not terminable on Schedule 2.7notice of ninety (90) or fewer calendar days without penalty or premium; (xx) any real property lease, being sublease or similar Contract; (xxi) any Contract that contains any “change of control” or similar term or provision that may be triggered, breached or violated by the Company’s entering into this Agreement and consummating the Transactions; and (xxii) each Contract entered into prior to the date hereof that is required to be filed by the Company as a "Material Contract"). True copies “material contract” pursuant to Item 601(b)(10) of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Regulation S-K under the Securities Act. (b) Each Material Contract is valid valid, binding and subsisting; Seller in full force and effect, and is enforceable against the Company or its Subsidiaries, as the case may be, and, to the Knowledge of the Company, each other party thereto in accordance with its terms, except as applicablesuch enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. Each of the Company and its Subsidiaries has duly performed in all material respects all of its obligations thereunder under each such Material Contract to the extent that such obligations to perform have accrued; and . There are no material breach existing defaults (or defaultcircumstances, alleged material breach occurrences, events or defaultacts that, or event which would (with the passage giving of time, notice or bothlapse of time or both that would reasonably be expected to become defaults) constitute a material breach of the Company or default thereunder by Seller its Subsidiaries or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contract. The Company has made available to Buyer prior to the date hereof complete copies of all Material Contracts.

Material Contracts. Schedule 2.5 SCHEDULE 2.6 lists each Contract to which Seller (with respect to the Business) Company or Company any Subsidiary is a party or to which Seller or Company the Company, any Subsidiary or any of their properties respective Properties is subject or by which Seller or Company any of their property is bound that is deemed a Material Contract under this Agreement. Unless otherwise so noted on SCHEDULE 2.6, each such Contract was entered into in the ordinary course of business. Each Contract that (a) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in obligates the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of Five Thousand Dollars ($250,000 5,000) or more (individually or in the aggregate) after ▇▇▇▇▇ ▇▇, ▇▇▇▇, (e▇) has an unexpired term as of the date hereof June 1, 1998 in excess of three yearsone month, (fc) represents a Contract contract upon which the Business is substantially dependent or the absence of which would have a is otherwise material adverse effect on to the Business, (gd) provides for an extension of credit other than consistent inconsistent with normal and customary credit terms, (he) limits or restricts the ability of Seller (with respect to the Business) Company or Company any Subsidiary to compete or otherwise to conduct its business in any manner or place, including confidentiality agreements, (if) provides for a guaranty guaranty, suretyship, performance bond, or indemnity by Seller (with respect to the Business) Company or Companyany Subsidiary, (jg) grants a power of attorney, agency or similar authority to another person or entity, (kh) contains a right of first refusal, (i) grants any Encumbrance upon any asset of the Company or any Subsidiary, (j) involves bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting or similar arrangements for the benefit of one or more of the current or former directors, officers or employees of the Company or any Subsidiary, (k) creates any partnership or joint venture, (l) contains a right or obligation other than in the ordinary course of business of any Affiliate, officer or director or any Associate, of Seller Seller, the Company or any Subsidiary to the Company to Seller or Companyany Subsidiary, or (m) requires Seller the Company or Company its Subsidiaries to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), 2.4) or (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of whichbusiness, together with each Contracts relating shall be deemed to any be a Material Contract and has been identified on such SCHEDULE 2.6. True, correct and complete copies of the Intangible Property listed Material Contracts appearing on Schedule 2.7, being a "Material Contract"). True copies of each Material ContractSCHEDULE 2.6, including all amendments and supplements theretoentered into through the date of this Agreement, have been made available delivered to Buyer. Each Material Contract is valid and subsisting; Seller the Company or Company, as applicable, the applicable Subsidiary has duly performed in all material respects all of its material obligations thereunder to the extent that such obligations to perform have accrued; and except as will not be material to the Company, no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller the Company or Company its Subsidiary, as applicable, or, to the best knowledge of Seller and the Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation Consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller the Company or Company any Subsidiary under any of the Material ContractContracts.

Material Contracts. (a) The Disclosure Schedule 2.5 lists each Contract and identifies the type of agreement for all material agreements to which Seller (with respect to the Business) Issuer or Company any Subsidiary of the Issuer is a party or to by which Seller or Company the Issuer or any Subsidiary of their properties is subject or by which Seller or Company the Issuer is bound at the date hereof. Except as set forth on the Disclosure Schedule, the Issuer is not a party to or bound by any agreement of the type described in any category of agreements referred to below: (i) any lease of personal property providing for annual rentals of $50,000 or more, excluding leases for copiers, laboratory equipment and office equipment purchased in the ordinary course of business that is currently in use by the Issuer or a Subsidiary or, if not in use, that has been taken into account in the restructuring charge appearing on the balance sheet for the six month period ended June 30, 1998 furnished to the Buyers pursuant to Section 3.6; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets that (aA) is a Customer Contract provides for either annual payments by the Issuer or any Subsidiary of the Issuer of $1,000,000 or more, or (B) was not entered into in the ordinary course of business at prevailing market prices with customary cancellation provisions; (iii) any sales, distribution or other similar agreement providing for the sale by the Issuer or any Subsidiary of the Issuer of materials, supplies, goods, services, equipment or other assets that provides for either (A) annual payments to the Issuer or performance any Subsidiary of the Issuer of $100,000 or more or (B) aggregate payments to the Issuer or any Subsidiary of the Issuer of $200,000 or more; (iv) any partnership, joint venture, shareholders or other similar agreement or arrangement (including any related management agreements); (v) any agreement relating to the acquisition or disposition of any business (whether by Seller merger, sale of stock, sale of assets or Company otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except (A) any such agreement with an aggregate outstanding principal amount not exceeding $200,000, or (B) any such agreement entered into in the ordinary course of business consistent with past practices for the purchase of inventory or equipment containing customary deferred payment terms where the Issuer or any Subsidiary of the Issuer has an outstanding aggregate liability not exceeding $200,000; (vii) any material license, franchise or similar agreement; (viii) any material agency, dealer, sales representative, marketing or other similar agreement; (ix) any material consulting or advisory agreements which cannot be terminated by the Issuer or a Subsidiary, as the case may be, at will; (x) any agreement that limits the freedom of the Issuer or any Subsidiary of the Issuer to compete in any line of business; (xi) any agreement with a value of, or calling for annual payments in excess of of, $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller 50,000 with any director or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as officer of the date hereof Issuer or any Subsidiary of the Issuer or with any "associate" or any member of the "immediate family" (as such terms are respectively defined in excess Rules 12b-2 and 16a-1 of three years, (fthe 1934 ▇▇▇) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in ▇▇ any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or such director or officer; or (xii) any Associateother agreement, of Seller commitment, arrangement or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was plan not made in the ordinary course of business (each of which, together with each Contracts relating that is material to the Issuer or any Subsidiary of the Intangible Property listed on Schedule 2.7Issuer. (b) Each agreement, being commitment, arrangement or plan required to be disclosed pursuant to this Section is a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller binding obligation of the Issuer or Companya Subsidiary of the Issuer, as applicablethe case may be, has duly performed and is in full force and effect, and the Issuer and each Subsidiary of the Issuer have in all material respects performed all of its the obligations thereunder required to be performed by them to date, neither the Issuer nor any Subsidiary of the Issuer is, nor to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and CompanyIssuer or any Subsidiary of the Issuer, without independent inquiry, is any other party or obligor with respect thereto, in default or breach in any material respect under the terms of any such agreement, contract, plan, lease, arrangement or commitment and there has not occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not date hereof any event which (and will not give any person a right towhether with or without notice or lapse of time) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contract.would constitute a

Material Contracts. (a) Except for the Contracts disclosed on Schedule 2.5 lists each Contract to which 3.14, as of the date of this Agreement, none of KTC nor Taiwan Owner, nor Seller (with respect to the Business) or Company US Business is a party to or subject to any: (i) Lease for real or personal property providing for annual payments by any of the Seller Group of, or pursuant to which in the last year any of the Seller Group paid, in the aggregate Fifty Thousand Dollars ($50,000) or Company more; (ii) Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by any of the Seller Group of, or pursuant to which in the last year any of the Seller Group paid, in the aggregate Fifty Thousand Dollars ($50,000) or more; (iii) Sales, distribution or other similar agreement providing for the sale by any of the Seller Group of materials, supplies, goods, services, equipment or other assets that provide for annual payments to any of the Seller Group of, or pursuant to which in the last year any of the Seller Group received, in the aggregate Fifty Thousand Dollars ($50,000) or more; (iv) Partnership, joint venture or other similar Contract; (v) Contract relating to indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), except any Contract relating to indebtedness incurred in the ordinary course of business in an amount not exceeding Fifty Thousand Dollars ($50,000); (vi) Contract to which any of the Seller Group is a party granting the other party to such Contract or a third party “most favored nation” pricing; (vii) Employment Agreement or consulting Contract that is not terminable “at will”; (viii) Material license, technology transfer, franchise or other Contract in respect of any Business Intellectual Property; (ix) Agency, dealer, sales representative or other similar Contract; (x) Contract that limits the freedom of any of the Seller Group or any of their properties is subject its affiliates to compete in any line of business or by which Seller with any Person or Company is bound in any area to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any of its assets and that (a) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in would so limit the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as freedom of the date hereof in excess Buyer after the Closing Date; (xi) Contract under which a third party would be entitled to receive or expand a license or any other right to any Intellectual Property of three yearsthe Buyer or any of the Buyer’s Affiliates (excluding, for this purpose, the Seller) as a result of the consummation of the transactions contemplated by this Agreement; (fxii) represents a Contract upon which with or for the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation benefit of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, Interested Person; or (mxiii) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was Other Contract not made in the ordinary course of business that is material to the Business taken as a whole. (each of which, together with each Contracts relating b) Each Contract disclosed in any Schedule to any this Agreement or required to be disclosed pursuant to Section 3.14(a) is a valid and binding agreement of the Intangible Property listed on Schedule 2.7applicable member of the Seller Group, being a "Material Contract"). True copies and is in full force and effect, and none of each Material the Seller Group is, and to the Seller’s knowledge, neither is any other party thereto, in default in any material respect under the terms of any such Contract, including all amendments and supplements theretonor, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicablethe Seller’s knowledge, has duly performed in all material respects all any event or circumstance occurred that, with notice or lapse of its obligations time or both, would constitute an event of default thereunder except to the extent that such obligations any consents set forth in Schedule 3.5(i) of the Disclosure Schedules are not obtained. The Seller has provided Buyer with (or access to) complete and correct copies of each of the Contracts listed or referred to perform have accrued; and no material breach or default, alleged material breach or default, or event which would on Schedule 3.14. (with the passage c) With respect to any Contract of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, that relates in part to the best knowledge Business and that is not a Purchased Contract, Schedule 3.14(c) lists: (i) the counterparty to such contract, (ii) the nature of Seller and Company, any other party services or obligor product associated with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material such Contract.

Material Contracts. of the Company Disclosure Schedule 2.5 lists each Contract contains a list of the following Contracts in effect on the date hereof or that has been duly executed and delivered and will become effective on or after the date hereof (each, a “Material Contract”) to which Seller (with respect to the Business) Company or a Company Subsidiary is a party or to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that bound: (a) is a Customer Contract Contracts that provides for payments to involve annual expenditures or performance receipts by Seller or the Company in excess of more than $250,000 in the aggregate25,000, (b) is a Supplier Contract Contracts that provides for payments by Seller materially restrain, limit or impede the Company’s or the Company in excess Subsidiaries’ ability to compete with or conduct any business or line of $250,000 in the aggregatebusiness, (c) is a Government ContractContracts with (i) any Company Holder, (ii) any other Affiliate of the Company or any Company Subsidiary or (iii) any current employee, officer, manager or director of the Company, any Company Subsidiary or any Affiliate of the Company, (d) after June 27Contracts which provide for “exclusivity” or any similar requirement in favor of any Person other than the Company or any Company Subsidiary, 1997 obligates Seller or under which the Company to pay an amount of $250,000 or more any Company Subsidiary is restricted in any material respect in the aggregatedistribution, licensing, marketing, purchasing, development or provision of their respective products or services in any jurisdiction, (e) has an unexpired term as of Contracts containing any “non-solicitation”, “no hire” or similar provision that materially restrict the date hereof in excess of three yearsCompany or any Company Subsidiary, (f) represents Contracts granting the other party to such Contract or a Contract upon which the Business is substantially dependent third party “most favored nation” or the absence of which would have a material adverse effect on the Businesssimilar status, (g) provides for an extension Contracts relating to consulting, marketing, advertising, sales services or representation provided to the Company or any Company Subsidiary and involving annual expenditures or receipts by the Company of credit other more than consistent with normal credit terms$15,000, (h) limits Contracts with independent contractor and involving annual expenditures or restricts receipts by the ability Company of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, more than $15,000 and (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent each of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was Keys Leases; provided that “Material Contracts” shall not made include any purchase order entered into in the ordinary course of business (each business, and no such purchase order is listed in Section 2.15 of which, together with each Contracts relating to the Company Disclosure Schedule. Neither the Company nor any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract Company Subsidiaries is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, in any other party or obligor with material respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contract. To the Knowledge of the Company, no other party to any such Material Contract is in breach or default in any material respect under any such Material Contract. The Company has made available to Parent true, correct and complete copies of all Material Contracts listed in Section 2.15 of the Company Disclosure Schedule.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect a) Except for this Agreement and except for any agreement, contract, note, mortgage, indenture, arrangement or other binding obligation or binding understanding (other than any invoice, pricing sheet, bid or quotation) (each, a “Contract”) filed as exhibits to the Business) Company Reports, as of the date of this Agreement, none of the Company or Company its Subsidiaries is a party to or bound by: (i) any Contract that would be required to which Seller be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) any Contract (or group of related Contracts with the same Person or its Affiliates) involving (A) the payment or receipt of amounts by the Company or any of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides its Subsidiaries of more than $750,000 in any calendar year, except for payments to or performance by Seller or Company in excess of $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect Contracts related to the Business) purchase of raw materials or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made inventory in the ordinary course of business or (B) future payments of more than $500,000 in any calendar year that are conditioned, in whole or in part, on a change in control of the Company or any of its Subsidiaries; (iii) any Contract relating to indebtedness for borrowed money in excess of $500,000 or mortgaging, pledging or otherwise placing a Lien on any of the assets of the Company or its Subsidiaries, restricting the payment of dividends or other distributions of assets by any of the Company or its Subsidiaries or providing for the guaranty of indebtedness for borrowed money of any Person in excess of $500,000; (iv) any Contract that contains a put, call right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $250,000; (v) other than with respect to any wholly owned Subsidiary of the Company, any partnership, limited liability company, joint venture, strategic alliance or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, limited liability company, joint venture or strategic alliance that is material to the Company or any of its Subsidiaries, or in which the Company owns more than a five percent (5%) voting or economic interest; (vi) any Contract between the Company or any of its Subsidiaries and any current or former director or officer of the Company or any Person beneficially owning five percent (5%) or more of the outstanding Shares pursuant to which the Company has continuing obligations, in each case, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable law) without any obligation on the part of whichthe Company or any of its Subsidiaries to make any severance, together termination, change in control or similar payment or to provide any benefit; (vii) any Contract to which the Company or any of its Subsidiaries is a party containing a standstill or similar agreement pursuant to which one party has ongoing obligations to not acquire assets or securities of the other party or any of its Affiliates and, to the extent not entered into in the ordinary course of business or in connection with each a commercial Contract, any Contract under which the Company or any of its Subsidiaries has material ongoing indemnification obligations; (viii) any Contract that would or would be reasonably expected to prevent or materially impede the Company’s ability to consummate the Merger or the other transactions contemplated hereby, other than those Approvals set forth in Section 4.10(a)(viii) of the Company Disclosure Schedule; (ix) any non-competition Contract or other Contract that (A) limits or purports to limit in any material respect the type of business in which the Company or its Subsidiaries may engage, the type of goods or services which the Company or its Subsidiaries may manufacture, produce, import, export, offer for sale, sell or distribute or the manner or locations in which any of them may so engage in any business, (B) could require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, JAB or its Subsidiaries, (C) grants “most favored nation” status or is a “requirements” Contract that, following the Merger, would apply to JAB or any of its Subsidiaries, including the Company and its Subsidiaries, (D) grants to any third Person any material exclusive supply or distribution agreement or other similar material exclusive rights or (E) prohibits or limits the right of the Company or any of its Subsidiaries to use, transfer, license, distribute or enforce any of their respective Owned Company IP, other than limitations on enforcement arising from non-exclusive licenses of Owned Company IP entered into in the ordinary course of business; (x) any swap, cap, floor, collar, futures contract, forward contract, option and any other derivative financial instrument, contract or arrangement, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, other than Contracts related to the purchase of raw materials or inventory in the ordinary course of business; (xi) any Contract pursuant to which (A) the Company or any of its Subsidiaries uses Intellectual Property owned by a third party (other than (1) software license agreements for any third-party commercially available software, (2) agreements between the Company or any of its Subsidiaries, on the one hand, and their employees or consultants, on the other hand, entered into in the ordinary course of business, (3) non-exclusive in-bound licenses entered into in the ordinary course of business), (B) a third party uses Intellectual Property owned by the Company or any of its Subsidiaries (other than non-material non-exclusive out-bound licenses entered into in the ordinary course of business) or (C) the Company or any of its Subsidiaries consents to or agrees not to assert rights with respect to the use or registration by a third party, or a third party consents to the use or registration by the Company or any of its Subsidiaries, of the Trademark “PEET’S” or any similar Trademark; (xii) any Contract that provides for the acquisition or disposition, directly or indirectly (by merger or otherwise) of assets or capital stock (other than acquisitions or dispositions of inventory and raw materials in the ordinary course of business consistent with past practice) (A) for aggregate consideration under such Contract in excess of $500,000 or (B) pursuant to which the Company or its Subsidiaries has continuing “earn-out” or other contingent payment obligations; (xiii) any Collective Bargaining Agreement; (xiv) any Contract relating to any Action or Judgment, in each case, individually in excess of $500,000, under which there are outstanding obligations (including settlement agreements) of the Intangible Property listed on Schedule 2.7Company or any of its Subsidiaries; and (xv) any Contract to which any Principal Supplier or Principal Customer is a party, in each case that has a term of more than 60 days and that may not be terminated by the Company or any of its Subsidiaries (without penalty) within 60 days after the delivery of a termination notice, other than Contracts related to the purchase of raw materials or inventory in the ordinary course of business. Each such Contract described in clauses (i) through (xv) above and each such Contract that would be a Material Contract but for the exception of being filed as an exhibit to the Company Reports is referred to herein as a "“Material Contract"). True copies ”. (b) A complete copy of each Material Contract, including all amendments and supplements thereto, have Contract has been made available to BuyerJAB prior to the date hereof. Each of the Material Contract Contracts is valid and subsisting; Seller binding on the Company or its Subsidiaries, as the case may be, and, to the knowledge of the Company, as applicableeach other party thereto, and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect as, individually or in the aggregate, has duly performed in all material respects all of not had and is not reasonably likely to have a Material Adverse Effect. There is no breach or default under any Material Contracts by the Company or its obligations thereunder to the extent that such obligations to perform have accrued; Subsidiaries and no material breach or defaultevent has occurred that, alleged material breach or default, or event which would (with the passage lapse of time, time or the giving of notice or both) , would constitute a material breach or default thereunder by Seller the Company or its Subsidiaries, in each case except as, individually or in the aggregate, has not had and is not reasonably likely to have a Material Adverse Effect. Since January 1, 2010, neither the Company ornor any of its Subsidiaries has received any written, or to the knowledge of the Company oral, notice of termination or breach (which has not been cured) with respect to, and, to the best knowledge of Seller and the Company, any other no party or obligor with respect theretohas threatened to terminate, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contract. (c) Following the execution of this Agreement, no Person will be bound by any standstill or similar provision in any Contract that would prohibit or otherwise restrict such Person from submitting an unsolicited Acquisition Proposal to the Company or its Subsidiaries.

Material Contracts. (a) Except for agreements, contracts, plans, leases, arrangements or commitments set forth on Section 3.11 of the Seller Disclosure Schedule 2.5 lists each Contract to which and agreements with the customers set forth on Section 3.19 of the Seller (Disclosure Schedule, with respect to the Business) or Company , Seller is not a party or to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, subject to: (i) provides Any agreement, contract or commitment related to an End User Relationship or a Merchant Relationship; (ii) Any lease providing for a guaranty annual rentals of $1,000 or indemnity more; (iii) Any contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $1,000 or more; (iv) Any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets; (v) Any partnership, joint venture or other similar contract or arrangement; (vi) Any contract relating to indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by Seller any asset), except contracts relating to indebtedness incurred in the ordinary course of business in an amount not exceeding $1,000; (with vii) Any license agreement, franchise agreement or agreement in respect of similar rights granted to the Businessor held by Seller; (viii) or CompanyAny agency, (j) grants a power of attorneydealer, agency reseller, sales representative, affiliate or similar authority agreement; (ix) Any agreement, contract or commitment that substantially limits the freedom of Seller to another person compete in any line of business or entitywith any Person or in any area or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Acquired Asset or which would so limit the freedom of Buyer after the Closing Date; (kx) contains a right of first refusalAny agreement, (l) contains a right contract or obligation commitment which is or relates to an agreement with or for the benefit of any Affiliate, officer or director or any Associate, affiliate of Seller or Company to Seller or Company, Seller; or (mxi) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (Any other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was commitment not made in the ordinary course of business that is material to the Business. (each of which, together with each Contracts relating b) Seller has provided or otherwise made available to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True Buyer complete and accurate copies of each Material Contractall standard form agreements used by the Seller that relate to the Acquired Assets, including all amendments customer agreements, development agreements, distributor or reseller agreements, employee agreements containing intellectual property assignments or licenses or confidentiality provisions, consulting or independent contractor agreements containing intellectual property assignments or licenses or confidentiality provisions, and supplements theretoconfidentiality or nondisclosure agreements. Section 3.11 of the Seller Disclosure Schedule sets forth a complete and accurate list of all Contracts entered into by the Seller that include deviations from such standard form agreements. (c) Each agreement, have been made available contract, plan, lease, arrangement and commitment required to Buyer. Each Material Contract be disclosed on Section 3.11 of the Seller Disclosure Schedule is a valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge binding agreement of Seller and Companyis in full force and effect, and neither Seller nor any other party thereto is in default in any material respect under the terms of any such agreement, contract, plan, lease, arrangement or obligor with respect theretocommitment, nor to the Knowledge of Seller, has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default thereunder. Except as a result set forth on Section 3.11 of this Agreement or performance thereof will occur. The the Seller Disclosure Schedule, Seller has performed all obligations required to be performed by it under each Contract prior to the Closing. (d) Except as set forth on Section 3.11 of the Seller Disclosure Schedule, (i) the consummation of the transactions contemplated by this Agreement hereby will not (and will not give afford any person a other party the right to) terminate or modify any rights ofto terminate, modify, or accelerate exercise any right to increased or augment accelerated performance under, any obligation ofContract and (ii) none of the Contracts (A) except as set forth on Section 3.03 of the Seller Disclosure Schedule, Seller contains a provision preventing, prohibiting or Company under requiring any Material Contractconsent or notice in connection with the transfer or assignment of such Contract to Buyer or (B) contains a “change of control” or similar provision triggered by the consummation of the transactions contemplated hereby.

Material Contracts. (a) Section 4.17(a) of Alpha Disclosure Schedule 2.5 lists each Contract lists, and Alpha has made available to Foundation prior to the date of this Agreement, true, correct and complete copies of, any of the following Contracts to which Seller (with respect to the Business) Alpha or Company any of its Subsidiaries is a party or to by which Seller or Company Alpha, any of its Subsidiaries or any of their properties respective assets is subject bound, as of the date hereof: (i) that would be required to be filed by Alpha as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by Alpha on a Current Report on Form 8-K; (ii) that contains covenants that limit the ability of Alpha or any of its Subsidiaries (or which, following the consummation of the Merger, could restrict the ability of the Surviving Corporation or any of its Affiliates) to compete in any business or with any person or in any geographic area or distribution or sales channel, or to sell, supply or distribute any service or product, in each case, that could reasonably be expected to be material to the business of Alpha and its Subsidiaries, taken as a whole; (iii) that relates to a joint venture, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation or control of any partnership or joint venture or similar entity or arrangement (other than any partnership or limited liability company operating agreement of a direct or indirect wholly-owned Subsidiary of Alpha) or pursuant to which Seller Alpha or Company any of its Subsidiaries has an obligation (contingent or otherwise) to make a material investment in or material extension of credit to any Person; (iv) that involves any exchange traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or any other derivative financial instrument or contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including commodities, emissions allowances, renewable energy credits, currencies, interest rates, foreign currency and other indices, in each case, that is bound material to the business of Alpha and its Subsidiaries, taken as a whole; (v) that relates to (aA) is a Customer Contract that provides for payments to or performance by Seller or Company Indebtedness under which Alpha and/or any of its Subsidiaries has outstanding obligations in excess of $250,000 10,000,000 or (B) conditional or similar sale arrangements in connection with which the aggregateaggregate actual or contingent obligations of Alpha and its Subsidiaries under such Contract are greater than $10,000,000; (vi) under which (A) to the knowledge of Alpha, any Person has directly or indirectly guaranteed any liabilities or obligations of Alpha or its Subsidiaries (b) is a Supplier Contract that provides for payments other than any such guarantees by Seller Alpha or Company its Subsidiaries), in case of each such liability or obligation, in an amount in excess of $250,000 in the aggregate5,000,000, or (cB) is a Government Contract, Alpha or any of its Subsidiaries has directly or indirectly guaranteed any liabilities or obligations of any other Person (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit termsAlpha or any of its Subsidiaries); (vii) for the purchase and sale of coal under which (x) the aggregate amounts to be paid by Alpha and its Subsidiaries over the remaining term of such Contract would reasonably be expected to exceed $50,000,000 in any twelve-month period or (y) the aggregate amounts to be received by Alpha and its Subsidiaries over the remaining term of such Contract would reasonably be expected to exceed $50,000,000 in any twelve-month period; (viii) under which (x) the aggregate amounts to be paid by Alpha and its Subsidiaries over the remaining term of such Contract would reasonably be expected to exceed $10,000,000 in any twelve-month period or (y) the aggregate amounts to be received by Alpha and its Subsidiaries over the remaining term of such Contract would reasonably be expected to exceed $10,000,000 in any twelve-month period, in each case, other than (h1) limits or restricts the ability of Seller (with respect to the BusinessAlpha Material Contracts described in Section 4.17(a)(iv) or Company to compete or otherwise to conduct its business in any manner or place, 4.17(a)(vii) and (i2) provides purchase orders for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power purchase of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business business; (each of which, together with each Contracts relating ix) that relates to any an Alpha Interested Party Transaction; or (x) that would or would reasonably be expected to prevent or materially delay Alpha’s ability to consummate the Merger or the other transactions contemplated by this Agreement. Each Contract of the Intangible Property listed on Schedule 2.7, being a "type described in clauses (i) through (x) is referred to herein as an “Alpha Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. .” (b) Each Alpha Material Contract is valid and subsisting; Seller binding on Alpha and any Subsidiary of Alpha that is a party thereto and, to the knowledge of Alpha, each other party thereto and is in full force and effect. There is no default under any Alpha Material Contract by Alpha or Company, as applicable, has duly performed in all material respects all any of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company Subsidiaries or, to the best knowledge of Seller and CompanyAlpha, by any other party or obligor with respect theretoparty, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Alpha or any of its Subsidiaries or, to the knowledge of Alpha, by any other party, in each case except as a result would not have or reasonably be expected to have, individually or in the aggregate, an Alpha Material Adverse Effect. (c) Neither Alpha nor any of this Agreement or performance thereof will occur. The consummation of its Subsidiaries is party to any Contract that prohibits Alpha from providing to Foundation the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contractinformation described in Section 5.4(c).

Material Contracts. (a) Section 3.13(a) of the Disclosure Schedule 2.5 lists identifies, as of the Agreement Date, in each Contract subpart that corresponds to the subsection listed below, any Contract, (x) to which Seller (with respect to the Business) Company or any Company Entity is a party or (y) by which the Company, any Company Entity or any of its assets is bound or under which the Company or any Company Entity has any obligation: (i) (x) that is with a Top Customer or (y) that is an Outbound License required to be disclosed on Section 3.12(a)(iv) of the Disclosure Schedule; (ii) that is with a Top Supplier; (iii) pursuant to which Seller (A) the Company or any Company Entity has been appointed a reseller, distributor, referral agent, OEM or independent software vendor of any products or services of any other Person, or (B) the Company or any Company Entity has appointed another party as a reseller, distributor, promoter, marketer, OEM or independent software vendor of any Company Product; (iv) pursuant to which (A) the Company or any Company Entity is bound to or has committed to provide any Company Product, Company IP, or any other services to any third party on a most favored nation basis or similar terms, or imposing on any Company or any Company Entity any minimum or required purchase or volume commitment or minimum or required capacity or productivity commitments or (B) the Company or any Company Entity is bound to, or has committed to provide or license, any Company Product or Company IP to any third party on an exclusive basis or to acquire or license any product or service on an exclusive basis from a third party; (v) imposing any restriction or material limitation on the right or ability of the Company or any Company Entity or any of their properties Affiliates (including Acquiror or any of its Affiliates after the Closing), to (A) engage in any aspect of its business in any material respect; (B) compete with any other Person or to engage in any line of business, market or geographic area, or to sell, license, manufacture or otherwise distribute any of its technology or products, or from providing services, to customers or potential customers or any class of customers, in any geographic area, during any period of time, or in any segment of the market; (C) acquire or license any product, property or other asset (tangible or intangible), or any services, from any other Person, to sell or license any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person; or (D) develop, license or distribute any Technology; (vi) that is subject or contains a data processing agreement, business associate agreement, or other Contract relating primarily to privacy, data protection, or data security obligations, in connection with the Processing of Company Data; (vii) relating to the development of any Technology (A) independently or jointly, by which Seller the Company or any Company is bound Entity for any other Person, or (B) for the Company or any Company Entity, or the provision of consulting, development, sales or any other services to the Company or any Company Entity, in each case, by any other Person, but other than agreements in the form of the applicable Proprietary Information Agreement without material modifications; (viii) relating to the escrow of any Company IP; (ix) that (a) is a Customer collectively bargained agreement or other Contract or arrangement (each a “Labor Agreement”) with any union, works council, trade union, employee representatives, personnel delegates or similar labor relations entity, labor organization or group of employees (each, a “Labor Entity”); (x) that provides is an agreement with any current independent third party contractor, developer, consultant, or advisor of the Company or any Company Entity who is or was involved in the Development of any Company IP or other Intellectual Property that was Developed for the Company or any Company Entity, other than (i) any employment or services agreement providing no requirement for a termination notice period beyond thirty (30) days, severance or other post-termination benefits (other than benefits continuation coverage required by Law), and (ii) agreements in the form of the applicable Proprietary Information Agreement without material modification; (xi) that is a Company Lease; (xii) relating to capital expenditures and involving future payments to or performance by Seller or Company in respect of capital expenditures in excess of $250,000 500,000 individually or $2,000,000 in the aggregate, aggregate (bover a twelve (12) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, month period); (cxiii) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect relating to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation settlement of any AffiliateAction; (xiv) relating to any past, officer present, or director future disposition or acquisition of (A) any Associate, material assets outside of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business or (B) any Equity Interest in any Person or other business enterprise, in each of which, together with each Contracts case pursuant to which the Company or any Company Entity has any outstanding or continuing obligations; (xv) relating to any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts or instruments relating to Indebtedness or extension of credit or the creation of any Lien (other than Permitted Liens) with respect to any asset of the Intangible Property listed Company or any Company Entity, or involving or incorporating any guaranty, pledge, performance or completion bond, or surety arrangement; (xvi) (x) creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities or (y) requiring the payment of royalties by Company or any Company Entity to another Person; (xvii) relating to the purchase or sale of any product or other asset by or to, or the performance of any services by or for, any Interested Party; (xviii) that is an intercompany Contract; (xix) that is with a Governmental Entity, or constitutes or relates to any (A) prime contract, subcontract, letter contract, purchase order or delivery order executed or submitted to or on behalf of any Governmental Entity or any prime contractor or higher-tier subcontractor, or under which any Governmental Entity or any such prime contractor or subcontractor otherwise has or may acquire any right or interest, or (B) quotation, bid or proposal submitted to any Governmental Entity or any proposed prime contractor or higher-tier subcontractor of any Governmental Entity; or (xx) that is with any investment banker, broker or financial advisor retained by the Company or any Company Entity in connection with this Agreement and the transactions contemplated hereby. (b) Each Contract (x) required to be set forth in Section 3.13 of the Disclosure Schedule 2.7in order to make the applicable representation or warranty true, being correct, and complete or (y) entered into from and after the Agreement Date that would have been required to be set forth in Section 3.13 of the Disclosure Schedule in order to make the applicable representation or warranty true, correct, and complete had such Contract been entered into prior to the Agreement Date is referred to herein as a "“Material Contract")”. True The Company has Made Available true, correct and complete copies of each all written Material ContractContracts, including all amendments and supplements thereto, have been made available to Buyerand written descriptions of all oral Material Contracts, if any. Each Material Contract is valid and subsisting; Seller in full force and effect and is enforceable against the Company or the applicable Company Entity and, to the Company’s Knowledge, each other party thereto, in accordance with its terms, subject to the Enforceability Limitations. Neither the Company nor any Company Entity has materially violated or breached, or committed any default under, any Material Contract and, to the Company’s Knowledge, no other Person that is party to a Material Contract has materially violated or breached, or committed any default under, such Material Contract. To the Knowledge of the Company, as applicableno event has occurred, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach circumstance or defaultcondition exists, alleged material breach or default, or event which would that (with the passage or without notice or lapse of time, notice ) will or bothcould reasonably be expected to: (i) constitute result in a material violation or breach of any of the provisions of any Material Contract; (ii) give any Person the right to declare a default or default thereunder by Seller exercise any material remedy under any Material Contract; (iii) give any Person the right to accelerate the maturity or performance of any Material Contract; or (iv) give any Person the right to cancel, terminate or materially modify any Material Contract. Neither the Company nor any Company Entity has received any written notice (or, to the best knowledge Knowledge of Seller and the Company, other) regarding any other party actual or obligor with respect thereto, has occurred alleged violation or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights breach of, or accelerate or augment default under, any obligation of, Seller or Material Contract. Neither the Company nor any Company Entity has waived any of its material rights under any Material Contract. No Person has threatened the Company or any Company Entity in writing (or, to the Knowledge of the Company, other) to terminate or refuse to perform its obligations under any Material Contract (regardless of whether such Person has the right to do so under such Contract). No Person a right pursuant to the terms of any Material Contract to renegotiate (excluding, for the avoidance of doubt, rights to advance notice prior to certain rights, actions or events taking effect under a Material Contract), and, to the Knowledge of the Company, no Person is renegotiating or has expressed an intention to renegotiation any amount paid or payable to the Company or any Company Entity under any Material Contract or any other material term or provision of any Material Contract.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect a) Except for this Agreement, Contracts filed as exhibits to the Business) Company SEC Documents or as set forth in Section 4.20 of the Company Disclosure Schedule, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any officer, director or affiliate (other than a wholly owned Subsidiary of the Company) of the Company (or of any Subsidiary of the Company) or any of their respective “associates” or “immediate TABLE OF CONTENTS family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including (but not limited to) any Contract pursuant to which Seller the Company or any Subsidiary of the Company has an obligation to indemnify such officer, director, affiliate or family member, but not including any Company Benefit Plans; (iii) any Contract that imposes any restriction on the right or ability of the Company or any of their properties is subject its Subsidiaries to compete in any material respect (or by that following the First Effective Time will restrict the ability of Parent and its Subsidiaries (other than the Company and its Subsidiaries) to compete) with any other person in any line of business, therapeutic area or geographic region or that contains any standstill or similar agreement pursuant to which Seller the Company or Company is bound that its Subsidiaries has agreed not to acquire or dispose of the securities of another person; (aiv) is a Customer any Contract that provides for obligates the Company or its Subsidiaries in any material respect (or following the First Effective Time, obligates Parent or its Subsidiaries (other than the Company and its Subsidiaries)) to conduct business with any third party on a preferential or exclusive basis or which contains “most favored nation” or similar covenants; (v) any material Contract that relates to the research, development, distribution, marketing (excluding Contracts with agencies that generate advertising disease awareness or marketing materials), supply or manufacturing of any of the Lead Product Candidates; (vi) any acquisition or divestiture Contract or material licensing agreement that contains indemnities or other obligation including “earnout” or other contingent payment obligations that would reasonably be expected to result in the receipt or making of future payments to or performance by Seller or Company in excess of $250,000 5,000,000 in the aggregate, twelve (b12)-month period following the date hereof; (vii) any Collective Bargaining Agreement to which the Company or a Company Subsidiary is a Supplier Contract that provides for payments by Seller party; (viii) any agreement relating to Indebtedness of the Company or Company any of its Subsidiaries having an outstanding principal amount in excess of $250,000 in the aggregate, 5,000,000; (cix) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a any Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in that grants any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, right of first offer or similar right to a third party (lincluding stockholders of the Company) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be any material losses assets, rights or will be costs and expenses materially in excess properties of expected receipts the Company or its Subsidiaries; (x) any Contract that provides for the acquisition or disposition of any assets (other than as provided for acquisitions or otherwise reserved against on the most recent dispositions of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made assets in the ordinary course of business) or business (each whether by merger, sale of stock, sale of assets or otherwise) and with any outstanding obligations as of the date of this Agreement that are material to the Company or any of its Subsidiaries; (xi) (A) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries, and (B) any strategic alliance, collaboration, co-promotion or research and development project Contract, which, together in the case of clause (B), is material to the Company and its Subsidiaries, taken as a whole; (xii) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries (A) to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be, (B) to make loans to the Company or any of its Subsidiaries, or (C) to grant liens on the property of the Company or any of its Subsidiaries; (xiii) any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person in excess of $1,000,000 individually or $5,000,000 in the aggregate in the next twelve (12) months; (xiv) any settlement agreement (A) involving more than $50,000 or (B) not entered into in the ordinary course of business, in each case with each Contracts the former employees of the Company or its Subsidiaries or independent contractors in connection with the cessation of such employee’s or independent contractor’s employment; and TABLE OF CONTENTS​​​ (xv) any Contract (A) granting the Company or one of its Subsidiaries any right to use any (i) Intellectual Property directly relating to the Lead Product Candidates or (ii) material Intellectual Property (other than Intellectual Property covered by clause (A)(i)), in each case, other than licenses in respect of commercially available software, (B) pursuant to which the Company or one of its Subsidiaries grants any third person the right to use (except pursuant to material transfer agreements), enforce or register any (i) Intellectual Property directly related to the Lead Product Candidates, or (ii) material Intellectual Property (other than Intellectual Property covered by clause (B)(i)), in each case that is owned by the Company or its Subsidiaries, including any license agreements, coexistence agreements and covenants not to ▇▇▇ or (C) restricting the right of the Intangible Company or its Subsidiaries to use, register, transfer, license, distribute or enforce any material Intellectual Property listed that is owned by the Company or its Subsidiaries. All contracts of the types referred to in clauses (i) through (xv) above (whether or not set forth on Schedule 2.7Section 4.20 of the Company Disclosure Schedule) are referred to herein as “Company Material Contracts.” Except as stated otherwise in Section 4.20 of the Company Disclosure Schedule, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been the Company has made available to Buyer. Each Parent prior to the date of this Agreement a complete and correct copy of each Company Material Contract as in effect on the date of this Agreement. (b) Neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract and, to the knowledge of the Company, no other party to any Company Material Contract is valid and subsisting; Seller in breach of or default under the terms of any Company Material Contract and, since December 31, 2012, no event has occurred or not occurred through the Company, as applicable, has duly performed in all material respects all ’s or any of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach Subsidiaries’ action or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company inaction or, to the best knowledge of Seller and the Company, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach of or default under the terms of any Company Material Contract, in each case, except as has not had and would not, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect, (i) each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions; (ii) there are no disputes pending or, to the knowledge of the Company, threatened with respect to any Company Material Contract; and (iii) neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to any Company Material Contract to terminate for default, convenience or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give otherwise any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contract.

Material Contracts. (a) The Material Contracts Schedule 2.5 lists each Contract or, if not in writing, describes in reasonable detail, all Contracts not fully performed to which the Company is party or by which the assets or properties of the Company is bound: (i) that have been entered into in the Ordinary Course of Business and may not be terminated by the Company without penalty or fee with less than 60 days' prior notice, (ii) for the purchase of any materials, supplies, equipment or services for more than $25,000 per year, (iii) for the sale of any product or service for more than $25,000 per year, (iv) for the purchase or improvement of any fixed or capital assets or any business for more than $25,000, (v) for the sale of any fixed or capital assets or any business for more than $25,000 as to any individual or series of related items, (vi) all agreements with current and former employees, officers, consultants and directors, (vii) all Contracts entered into other than in the Ordinary Course of Business that contain or provide for an express undertaking by Seller to be responsible for consequential damages, (viii) all Contracts that contain or provide a written warranty, guaranty and/or other similar undertaking with respect to contractual performance extended by or on behalf of the Business other than in the Ordinary Course of Business, (ix) all employment, management, consulting, independent contractor, subcontractor, retainer or other similar type of Contract under which services are provided by, and fees or fees are paid to, any person and agreements or commitments to enter into the same, (x) all Contracts of which the benefits of which will be increased, or the vesting of the benefits will be accelerated, by the occurrence of any transactions contemplated by this Agreement, (xi) any fidelity or surety bond or completion bond, (xii) any Contract providing for indemnification (other than Contracts with provisions for indemnification entered into in the Ordinary Course of Business) or Company is a party or to which Seller or Company or guaranty, (xiii) any Contract containing any covenant limiting the freedom of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount solicit for employment or hire any Person for employment or consultancy by the Company, (xiv) all mortgages, indentures, loans or credit agreements, security agreements, guaranties or other agreements or instruments relating to the borrowing of $250,000 money or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit or to mortgaging, pledging or otherwise placing a Lien on any portion of the Company's assets, and any other than consistent letters of credit, financing, surety, bonding or similar arrangements pursuant to which the Company secures any of its obligations, including insurance obligations, (xv) all Contracts with normal credit terms, Insider Related Parties, (hxvi) limits all contracts granting power of attorney in favor of any Person on behalf of the Company, (xvii) all Contracts (with its own employees or restricts with other persons or entities) involving a covenant not to compete or any other material restriction on the ability on the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business provide any products or services generally or in any manner market segment or placegeographic area or pursuant to which the Company has granted or is the beneficiary of rights of exclusivity or "most favored nation" status, (xviii) all Intellectual Property Contracts (other than for the use of computer software which is generally commercially available "off the shelf" with a value of less than $500 or $2,000 in the case of bundled "off the shelf" software packages. (xix) all Hedging Agreements, (xx) all distribution, joint marketing or development Contracts, (xxi) all collective bargaining agreements or Contracts with any labor union, (xxii) all Contracts relating to the acquisition of the Business pursuant to the Asset Purchase Agreement, dated July 1, 2003, between GT Acquisition Company and Greenville Tube, LLC, (xxiii) all leases or Contracts under which the Company is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $20,000, (xxiv) all Contracts with Equityholders, and (xxv) all strategic alliance, joint venture, partnership agreement, limited liability company agreement and any other similar Contract involving a sharing of profits or losses, costs or Liabilities by the Company with any other Person. The Contracts required to be included on the Material Contracts Schedule pursuant to clauses (i)-(xxv) above are collectively referred to herein as the "Material Contracts." (b) Except for the license for the Company's financial software, which cannot be located or reproduced, the Company has made available to the Buyer with a true and correct copy of all written contracts which are referred to on the Material Contracts Schedule, together with all amendments, waivers or other changes thereto. (c) The Company is not in breach of default under any Material Contract and, to the Knowledge of the Company, no other Person that is a party thereto is in breach or default under any such Material Contract. (d) Each Material Contract is in full force and effect and constitutes a legal, binding, and valid obligation of the Company and, to the Company's Knowledge, each other party thereto and is enforceable against the Company and, to the Company's Knowledge, such other party or parties in accordance with the express terms of the Material Contract, (i) provides for a guaranty or indemnity by Seller (with respect subject to the Business) effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts laws relating to creditors' rights generally and (ii) general principles of equity. (e) No party to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid has given the Company (and subsisting; Seller or Company, as applicable, the Company has duly performed in all material respects all not given to its counter-party) notice of its obligations thereunder intention to the extent that such obligations to perform have accrued; and no material breach or defaultcancel, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under fail to renew any Material Contract. (f) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Material Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (g) Except for amounts payable under a master lease between the Company and Chart, Inc., identified in the Schedules to the Asset Purchase Agreement, all amounts required to be paid to Greenville Tube, LLC or any of its Affiliates pursuant to the Asset Purchase Agreement or the Earnout Agreement have been paid or otherwise been extinguished. As of the date hereof, no claims under any of the provisions in the Asset Purchase Agreement have been made by or against the Company, the Equityholders or any of the Company's other Affiliates. The Company's claims against Chart Inc. and Chart Industries, Inc. pursuant to the Asset Purchase Agreement and the Guarantee issued by Chart Inc. and Chart Industries pursuant thereto constituted "Allowed Claims" under the Amended Joint Prepackaged Reorganization Plan of Chart Industries, Inc. and Certain Subsidiaries, dated September 3, 2003 (the "Plan"), were "Reinstated" pursuant to the Plan and, consequently, the legal, equitable and contractual rights of the Company were not impaired in any manner by the Plan.

Material Contracts. Schedule 2.5 lists each Pure has disclosed in Section 4.2(y) of the Disclosure Letter a list of all of the following Contracts in effect on the Agreement Date (the “Material Contracts”) and, except where disclosure is otherwise prohibited under the applicable Contract as disclosed in Section 4.2(y) of the Disclosure Letter, correct, current and complete copies of the Material Contracts have been made available to Purchaser in the Data Room Information: (i) any Contract entered into since January 1, 2015 or in respect of which the applicable transaction has not yet been consummated for the acquisition or disposition of assets or securities or other equity interests involving Pure or any Pure Subsidiaries having a value of in excess of $5 million; (ii) all Contracts pursuant to which Seller Pure or any Pure Subsidiary will, or may reasonably be expected to result in a requirement of Pure or any Pure Subsidiary to, expend more than an aggregate of $1 million or receive or be entitled to receive revenue of more than an aggregate of $1 million in either case in the next 12 months; (with respect iii) any Contracts relating directly or indirectly to the Business) guarantee by Pure or Company is a party any Pure Subsidiary of any liabilities or obligations or to the incurrence of indebtedness (currently outstanding or which Seller or Company may become outstanding) for borrowed money by Pure or any Pure Subsidiaries; (iv) any Contract (A) which constitutes a joint venture agreement or partnership, teaming agreement, or other similar agreement involving a sharing of profits, losses, costs or liabilities of Pure or any Pure Subsidiary with any other Person that will, or may reasonably be expected to result in a requirement of Pure or any Pure Subsidiary to, expend more than an aggregate of $250,000 or receive or be entitled to receive revenue of more than an aggregate of $250,000 in either case in the next 12 months or (B) that relates to the joint development of intellectual property; (v) any Contract involving Pure or any Pure Subsidiary which contains any outstanding “earn out,” contingent purchase price, or similar contingent payment obligations; (vi) any Contract which (A) limits the freedom of Pure or any Pure Subsidiary or their properties is subject respective affiliates to engage in any line of business, acquire any entity or compete with any Person or in any market or geographical area, except such contracts cannot be terminated by Pure on less than six months notice, (B) contains exclusivity obligations, any “take or pay” obligations or similar restrictions or (C) grants a most-favored nation status to any Person; (vii) any Contract which Seller constitutes an employment agreement, consulting agreement or Company is bound that (a) is a Customer Contract that option agreement with an officer of Pure or provides for base compensation, severance, retention, change of control or other similar payments to any employee or performance by Seller consultant of Pure or Company any Pure Subsidiary in excess of $250,000 in the aggregate, per year and (bviii) is a Supplier any Contract that provides for payments by Seller is otherwise material to Pure or Company that if terminated or modified or if it ceased to be in excess of $250,000 in the aggregateeffect, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company would reasonably be expected to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on Pure. Assuming that such agreements have been authorized, executed and delivered by all of the Business, (g) provides for an extension of credit parties thereto other than consistent Pure and that such agreements and other documents constitute legal, valid and binding obligations of the parties thereto other than Pure, enforceable against each of them in accordance with normal credit their respective terms, (h) limits or restricts the ability each of Seller (such Material Contracts constitutes a legally valid and binding agreement of Pure enforceable in accordance with respect their respective terms and Pure is not, and to the Business) knowledge of Pure no other party thereto is, in default in the observance or Company performance of any term or obligation to compete be performed by it under any such Contract or otherwise to conduct its business agreement and no event has occurred which with notice or lapse of time or both would directly or indirectly constitute such a default, in any manner such case which breach or place, (i) provides for default would reasonably be expected to have a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against adverse effect on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating to Pure. Neither Pure nor any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies Pure Subsidiaries has received any written notice of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, any default or event which would (that with or without notice or the passage lapse of time, notice or both) , would constitute a material breach default by Pure or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other applicable Pure Subsidiary that is party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company thereto under any Material Contract, except for defaults that would not, and would not reasonably be expected to, either individually or in the aggregate, have a material adverse effect on Pure. Neither Pure nor any Pure Subsidiary has received any written notice of termination or cancellation of any Material Contract.

Material Contracts. (a) Section 2.11(a) of the Disclosure Schedule 2.5 lists identifies each Material Contract to that is in effect as of the date of this Agreement. (b) For purposes of this Agreement, “Material Contract” means and any Company Contract that is in effect as of the date of this Agreement: (i) under which Seller (with respect amounts required be paid to the Business) or Company is a party or to which Seller or Company or any of their properties is subject its Subsidiaries between the date of this Agreement and the first anniversary of such date (other than pursuant to contracts with or for the benefit of employees of the Company and contracts that can be terminated by which Seller the Company or Company is bound that (aits applicable Subsidiary on notice of 60 days or less without penalty or liability) is a Customer Contract that provides for payments to or performance by Seller or Company in excess exceed an aggregate of $250,000 100,000 in either case; (ii) Company IP Agreements; (iii) with a Key Business Partner; (iv) with a Governmental Body (provided that the Company need not list on Section 2.11(a) of the Disclosure Schedule any data sharing agreements entered into in the aggregateordinary course, not involving any exchange of funds, with terms substantially consistent with the examples that were made available to Parent); (bv) evidencing Indebtedness of the Company or any of its Subsidiaries in respect of borrowed money, or any guarantee of Indebtedness of another Person; (vi) which imposes any restriction on the Company or any of its Subsidiaries: (A) to engage, participate or compete in any line of business, market or geographic area; or (B) that contains any “most favored nation” or “most favored customer” or similar provision; (vii) granting exclusive rights, rights of first refusal or rights of negotiation to license, market, distribute, sell or deliver any Company Product; or otherwise contemplating an exclusive relationship between the Company or any of its Subsidiaries and any other Person; (viii) relating to any joint venture, strategic alliance, joint marketing, partnership or sharing of profits, or proprietary information or similar arrangement (including any joint development agreement, technical collaboration agreement or similar agreement); (ix) relating to any (A) transaction in which the Company or any of its Subsidiaries merged with any other Person, acquired any securities or material assets of another Person, or otherwise acquired the rights to any Company Product or any Company IP, or (B) disposition of any material assets outside the ordinary course; (x) constituting a written employment agreement or severance agreement with senior management-level employees of the Company or any of its Subsidiaries; (xi) that is a Supplier Contract that provides for payments by Seller an indemnification agreement described in Section 4.9(a); or (xii) settlement agreement or Company in excess release of $250,000 in the aggregate, claims relating to any Legal Proceeding (whether actual or threatened). (c) is The Company has made available to Parent a Government Contract, (dcomplete and accurate copy of each Material Contract required to be identified in Section 2.11(a) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts Disclosure Schedule (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made any order form entered into in the ordinary course and any Governmental Body data sharing agreements entered into in the ordinary course, not involving any exchange of business (each of whichfunds, together with each Contracts relating to any of terms substantially consistent with the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been examples that were made available to Buyer. Parent). (d) Each Material Contract is valid and subsisting; Seller in full force and effect as of the date of this Agreement and is the legal, valid and binding obligation of the Company or it applicable Subsidiary and, to the Knowledge of the Company, the other parties thereto, enforceable against the Company or such Subsidiary, as applicable, has duly performed and, to the Knowledge of the Company, against the other parties thereto, in all material respects all accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Neither the Company nor any of its obligations thereunder to the extent that such obligations to perform have accrued; and no Subsidiaries is in material breach or defaultin material default under any Material Contract, alleged material and to the Knowledge of the Company, no other party to any such Material Contract is in breach or defaultin default under any Material Contract, and to the Knowledge of the Company, no event, occurrence, condition or event which would (act exists or has occurred that, with the passage giving of notice or the lapse of time, notice or bothwould reasonably be expected to (i) constitute become a material breach or material default thereunder by Seller under any Material Contract or Company or, (ii) give any third party (A) the right to exercise any remedy that would be materially adverse to the best knowledge Company or any of Seller and Companyits Subsidiaries or (B) the right to a rebate, any other party chargeback, refund, credit or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occurpenalty. The consummation As of the transactions contemplated by this Agreement will not (and will not give date hereof, neither the Company nor any person a right to) terminate of its Subsidiaries has received any written notice or modify other written communication regarding any rights actual, alleged or potential material violation or breach of, default under, or accelerate intention to cancel or augment any obligation of, Seller or Company under materially modify any Material Contract.

Material Contracts. Schedule 2.5 4.4 lists each Contract contract to which Seller (with respect to the Business) or Company is a party or to which Seller or Company or any of their its properties is subject or by which Seller or Company any thereof is bound that is deemed a Material Contract under this Agreement. Unless otherwise so noted in Schedule 4.4, each such Contract was entered into in the ordinary course of business. Each Contract that primarily relates to the Business and (a) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregateafter April 30, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 1998 obligates Seller or Company to pay an amount of $250,000 50,000 or more in the aggregatemore, (eb) has an unexpired term as of the date hereof in excess of three yearsone year, (fc) represents contains a Contract upon which the Business is substantially dependent covenant not to compete, requires exclusive dealing or the absence of which would have a material adverse effect on the Businessotherwise significantly restricts business activities, (gd) provides for an the extension of credit other than consistent with normal credit terms, (he) limits or restricts the ability of Seller (with respect to conduct the Business) or Company , including as to compete or otherwise to conduct its business in any manner or place, (if) provides for a guaranty or indemnity by Seller (with respect to the Business) or CompanySeller, (jg) grants a power of attorney, agency or similar authority to another person or entity, (kh) contains a right of first refusal, (li) contains a right of or obligation of to any Affiliate, officer or Seller Shareholder, officer, director or Associate of Seller, or any Associate, Associate of Seller or Company to Seller or Companysuch Persons, (mj) constitutes a collective bargaining agreement or provides for severance benefits to any officer, director or employee, (k) represents a Contract upon which the Business is substantially dependent or a Contract which is otherwise material to the Business, (l) requires Seller or Company to buy or sell goods or services in connection with the Business with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n4.3) is an offshore production contract or (om) was not made in the ordinary course of business (each of whichbusiness, together with each Contracts relating shall be deemed to any be a Material Contract. True, correct and complete copies of the Intangible Property listed agreements appearing on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract4.4, including all amendments and supplements theretosupplements, have been made available delivered to Buyer. Each Material Contract is valid and subsisting; the Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company Seller, as the case may be (or, to the best knowledge of Seller and CompanySeller, any other party or obligor with respect thereto), has occurred or as a result of this Agreement or its performance thereof will occur. The Except as set forth in Schedule 4.4(a), consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material ContractSeller.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect to the Business) or Company is a party or to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that (a) is Except for this Agreement, Section 4.21 of the Seaways Disclosure Letter contains a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregatecomplete and correct list, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof of this Agreement, of each Contract described below in excess this Section 4.21(a) under which Seaways or any Seaways Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of three yearstheir respective properties or assets is subject, in each case as of the date of this Agreement (fall Contracts of the type described in this Section 4.21(a) represents a being referred to herein as the “Seaways Material Contracts”): (A) any joint venture, partnership or other similar Contract upon which relating to the Business is substantially dependent formation, creation, operation, management or control of any joint venture, partnership or limited liability company or any research and development project Contract, and (B) any shareholders, investors rights, registration rights or similar agreement or arrangement with or relating to the absence of which would have a material adverse effect on the Business, Seaways Subsidiaries; (gii) any Contract that (A) provides for an extension the acquisition or divestiture of credit any vessel or any other material asset, including any Seaways Vessel (other than consistent with normal credit termsacquisitions or dispositions of inventory in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) and (hB) limits contains outstanding obligations that are material to Seaways and its Subsidiaries, taken as a whole; (iii) any Contract (excluding non-exclusive licenses for uncustomized, commercially available “off the shelf” Software or restricts the ability of Seller IT Systems (in each case, in object code form, if applicable) licensed pursuant to standard terms and conditions) under which Seaways or any Seaways Subsidiary is granted any license or other rights with respect to any Intellectual Property or IT Systems of a third party (including by means of covenants not to s▇▇ or software-as-a-service agreements), which Contract or Intellectual Property is material to Seaways or the BusinessSeaways Subsidiaries; (iv) any Contract under which Seaways or Company any Seaways Subsidiary has granted to compete a third party any license or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (other rights with respect to the Business) or Company, any Seaways Intellectual Property (j) grants a power including by means of attorney, agency or similar authority covenants not to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3s▇▇), which Contract or Intellectual Property is material to Seaways or the Seaways Subsidiaries (n) is an offshore production contract or (o) was not made excluding non-exclusive licenses granted in the ordinary course of business (A) to customers or (B) to service providers for use for the benefit of Seaways or the Seaways Subsidiaries); (v) any Contract with any Governmental Entity; (vi) each Contract that (A) limits in any material respect the freedom of whichSeaways or any of its affiliates to solicit any client or customer, or to compete in any line of business or geographic region, or with any Person, including any Contract that (1) requires Seaways and its affiliates to work exclusively or preferentially with any Person in any line of business or geographic region, or (2) contains a “most favored nation” provision in favor the other party (B) is a requirements or “take or pay” Contract or (C) requires Seaways to purchase a minimum amount of a particular product from a supplier, in the case of clauses (B) and (C), that is material to Seaways and its Subsidiaries, taken as a whole; (vii) any Contract with (A) any Person that, by itself or together with its affiliates or those acting in concert with it, beneficially owns, or has the right to acquire beneficial ownership of, at least five percent (5%) of the Seaways Shares, including the Seaways Principal Shareholder or (B) any affiliates of Seaways (other than Seaways Subsidiaries); (viii) all material Contracts, obligations or commitments (w) with change of control provisions that are triggered, (x) that otherwise require consent, (y) grant a right to terminate, accelerate or otherwise amend the terms of an existing or contemplated Contract, or (z) that result in any payment becoming due from Seaways or a Seaways Subsidiary, in each case, as a result of the Transactions; (ix) any shareholders, investors rights, registration rights or similar agreement or arrangement with or relating to Seaways; (x) any Contract involving the settlement of any claim, action or proceeding or threatened claim, action or proceeding (or series of related, claims actions or proceedings) (A) which (x) will involve payments after the date hereof, or involved payments, in excess of $1,000,000 or (y) will impose, or imposed, monitoring or reporting obligations to any other Person outside the ordinary course of business or material restrictions on Seaways or any Seaways Subsidiary (including any restrictions on exploitation of Seaways Intellectual Property) or (B) with respect to which material conditions precedent to the settlement have not been satisfied; (xi) (A) any loan Contracts, notes, letters of credit and other evidences of Indebtedness in excess of $1,000,000, (B) any mortgages, pledges and other evidences of liens securing such obligations or any material real or other property and (C) any guarantees supporting such obligations and financing Contracts including change of control provisions, other than Contracts solely among Seaways and any wholly owned Seaways Subsidiary; (xii) Any Contract that relates to the time and bareboat chartering (including time and bareboat charters or similar agreements with Governmental Entities), management (technical and/or commercial), crewing, operation, stacking, finance leasing (including sale/leaseback or similar arrangements) or pooling of any Diamond Vessel that has resulted in payments to or by Diamond or any Diamond Subsidiary of more than $2,000,000 in the aggregate for the prior fiscal year; (xiii) any ship-sales, memorandum of agreement or other vessel acquisition Contract entered into since January 1, 2020 other than with respect to the Seaways Vessels and any Contract entered into since January 1, 2020 with respect to Newbuildings and the financing thereof, including performance guarantees, counter guarantees, refund guarantees, supervision agreements and plan verification services agreements; (xiv) any Contract relating to the operation of, management of, or provision of services to, the FSO Joint Ventures; (xv) any Contract with a Seaways Material Supplier; (xvi) any Contract pursuant to which Seaways or any Seaways Subsidiary spent or received, in the aggregate, more than $2,000,000 during the 12 months prior to the date hereof or could reasonably be expected to spend or receive, in the aggregate, more than $2,000,000 during the 12 months immediately after the date hereof (including any Contract relating to any future capital expenditures by Seaways or any of its Subsidiaries and excluding any voyage charters); and (xvii) any Contract not otherwise described in any other subsection of this Section 4.21(a) that would constitute a “material contract” (as such term is defined in Item 601(b) of Regulation S-K of the Intangible Property listed on Schedule 2.7SEC) with respect to Seaways. (b) Seaways has provided to Diamond prior to the date of this Agreement a true, being a "Material Contract"). True copies correct and complete copy of each written Seaways Material ContractContract as in effect on the date of this Agreement. Neither Seaways nor any Seaways Subsidiary is in breach of or default under the terms of any Seaways Material Contract where such breach or default has had or would reasonably be expected to have, including all amendments and supplements theretoindividually or in the aggregate, have been made available a Seaways Material Adverse Effect. To the knowledge of Seaways, as of the date hereof, no other party to Buyer. Each any Seaways Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or defaultin, or event which would (with is alleged to be in, breach of or default under the passage terms of time, notice or both) constitute a material any Seaways Material Contract where such breach or default thereunder by Seller has had or Company would reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Seaways Material Adverse Effect, each Seaways Material Contract is a valid and binding obligation of Seaways or the Seaways Subsidiary which is party thereto and, to the knowledge of Seaways, of each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions. There are no material disputes pending or, to the best knowledge of Seller Seaways, threatened with respect to any Seaways Material Contract and Company, neither Seaways nor any Seaways Subsidiary has received any written notice of the intention of any other party to a Seaways Material Contract to terminate for default, convenience or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give renew any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Seaways Material Contract, nor to the knowledge of Seaways, is any such party threatening to do so.

Material Contracts. (a) Section 4.17(a) of Alpha Disclosure Schedule 2.5 lists each Contract lists, and Alpha has made available to Foundation prior to the date of this Agreement, true, correct and complete copies of, any of the following Contracts to which Seller (with respect to the Business) Alpha or Company any of its Subsidiaries is a party or to by which Seller or Company Alpha, any of its Subsidiaries or any of their properties respective assets is subject bound, as of the date hereof: (i) that would be required to be filed by Alpha as a "material contract" pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by Alpha on a Current Report on Form 8-K; (ii) that contains covenants that limit the ability of Alpha or any of its Subsidiaries (or which, following the consummation of the Merger, could restrict the ability of the Surviving Corporation or any of its Affiliates) to compete in any business or with any person or in any geographic area or distribution or sales channel, or to sell, supply or distribute any service or product, in each case, that could reasonably be expected to be material to the business of Alpha and its Subsidiaries, taken as a whole; (iii) that relates to a joint venture, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation or control of any partnership or joint venture or similar entity or arrangement (other than any partnership or limited liability company operating agreement of a direct or indirect wholly-owned Subsidiary of Alpha) or pursuant to which Seller Alpha or Company any of its Subsidiaries has an obligation (contingent or otherwise) to make a material investment in or material extension of credit to any Person; (iv) that involves any exchange traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or any other derivative financial instrument or contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including commodities, emissions allowances, renewable energy credits, currencies, interest rates, foreign currency and other indices, in each case, that is bound material to the business of Alpha and its Subsidiaries, taken as a whole; (v) that relates to (aA) is a Customer Contract that provides for payments to or performance by Seller or Company Indebtedness under which Alpha and/or any of its Subsidiaries has outstanding obligations in excess of $250,000 10,000,000 or (B) conditional or similar sale arrangements in connection with which the aggregateaggregate actual or contingent obligations of Alpha and its Subsidiaries under such Contract are greater than $10,000,000; (vi) under which (A) to the knowledge of Alpha, any Person has directly or indirectly guaranteed any liabilities or obligations of Alpha or its Subsidiaries (b) is a Supplier Contract that provides for payments other than any such guarantees by Seller Alpha or Company its Subsidiaries), in case of each such liability or obligation, in an amount in excess of $250,000 in the aggregate5,000,000, or (cB) is a Government Contract, Alpha or any of its Subsidiaries has directly or indirectly guaranteed any liabilities or obligations of any other Person (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit termsAlpha or any of its Subsidiaries); (vii) for the purchase and sale of coal under which (x) the aggregate amounts to be paid by Alpha and its Subsidiaries over the remaining term of such Contract would reasonably be expected to exceed $50,000,000 in any twelve-month period or (y) the aggregate amounts to be received by Alpha and its Subsidiaries over the remaining term of such Contract would reasonably be expected to exceed $50,000,000 in any twelve-month period; (viii) under which (x) the aggregate amounts to be paid by Alpha and its Subsidiaries over the remaining term of such Contract would reasonably be expected to exceed $10,000,000 in any twelve-month period or (y) the aggregate amounts to be received by Alpha and its Subsidiaries over the remaining term of such Contract would reasonably be expected to exceed $10,000,000 in any twelve-month period, in each case, other than (h1) limits or restricts the ability of Seller (with respect to the BusinessAlpha Material Contracts described in Section 4.17(a)(iv) or Company to compete or otherwise to conduct its business in any manner or place, 4.17(a)(vii) and (i2) provides purchase orders for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power purchase of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business business; (each of which, together with each Contracts relating ix) that relates to any an Alpha Interested Party Transaction; or (x) that would or would reasonably be expected to prevent or materially delay Alpha's ability to consummate the Merger or the other transactions contemplated by this Agreement. Each Contract of the Intangible Property listed on Schedule 2.7, being a type described in clauses (i) through (x) is referred to herein as an "Alpha Material Contract."). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. (b) Each Alpha Material Contract is valid and subsisting; Seller binding on Alpha and any Subsidiary of Alpha that is a party thereto and, to the knowledge of Alpha, each other party thereto and is in full force and effect. There is no default under any Alpha Material Contract by Alpha or Company, as applicable, has duly performed in all material respects all any of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company Subsidiaries or, to the best knowledge of Seller and CompanyAlpha, by any other party or obligor with respect theretoparty, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by Alpha or any of its Subsidiaries or, to the knowledge of Alpha, by any other party, in each case except as a result would not have or reasonably be expected to have, individually or in the aggregate, an Alpha Material Adverse Effect. (c) Neither Alpha nor any of this Agreement or performance thereof will occur. The consummation of its Subsidiaries is party to any Contract that prohibits Alpha from providing to Foundation the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contractinformation described in Section 5.4(c).

Material Contracts. (a) Section 3.16 of the Company Disclosure Schedule 2.5 lists contains a complete and correct list, as of the date of this Agreement, of each Contract (other than this Agreement) described below in this Section 3.16(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which Seller any of their respective properties or assets is subject, in each case as of the date of this Agreement (all Contracts of the type described in this Section 3.16(a) are referred to herein as the “Company Material Contracts”): (i) any Contract that limits in any respect the freedom of the Company or any Company Subsidiary to compete in any line of business, area or geographic region, or with any Person, including any Contract that requires the Company or any Company Subsidiary to work exclusively with any Person in any area or geographic region, that restricts hiring or soliciting for hire the employees or contractors of any Person or which by its terms would so limit the freedom of Parent and the Company Subsidiaries after the Effective Time; (ii) any partnership, joint venture, strategic alliance, collaboration, co-promotion or research and development project Contract; (iii) any Contract that (A) grants any exclusive rights to any Person, including any exclusive license or supply or distribution agreement or other exclusive rights, (B) grants any rights of first refusal, rights of first negotiation or similar rights with respect to any product, service or Material Intellectual Property, (C) contains any provision that requires the Businesspurchase of all or any portion of the Company’s or any Company Subsidiaries’ requirements from any Person, or any other similar provision for more than $75,000 in the twelve (12) month period following the date hereof, (D) grants “most favored nation” or similar rights or (E) contains pricing commitments with respect to future purchases by any Person of the products or services of the Company or any Company Subsidiary for more than $75,000 in the twelve (12) month period following the date hereof; (iv) any Contract not otherwise described in any other subsection of this Section 3.16(a) that (A) is reasonably expected to involve future expenditures by the Company or any Company Subsidiary of more than $75,000 in the twelve (12) month period following the date hereof and (B) cannot be terminated by the Company or such Company Subsidiary on less than ninety (90) days’ notice without material payment or penalty, other than ordinary course product or raw material purchase contracts; (v) any acquisition or divestiture Contract involving consideration in excess of $75,000 entered into in the past three (3) years; (vi) any material licensing Contract; (vii) any Contract that contains indemnities or other obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $75,000 in the twelve (12) month period following the date hereof; (viii) any Contract relating to outstanding Indebtedness of the Company or the Company Subsidiaries for borrowed money or any financial guaranty thereof (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $75,000 other than (A) Contracts solely among the Company and any Company Subsidiary and (B) any Contracts relating to Indebtedness explicitly included in the consolidated financial statements in the Company SEC Documents and which are publicly available prior to the date hereof in unredacted form as an exhibit to such Company SEC Documents; (ix) any Contract pursuant to which the Company or any Company Subsidiary is a party that creates or to which Seller grants a Lien (including Liens upon properties acquired under conditional sales, capital leases or other title retention or security devices), other than Company Permitted Liens; (x) any Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly-owned Company Subsidiary) of the Company or any Company Subsidiary or any of their properties respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (xi) any Contract (other than readily available, “off-the-shelf” commercial licenses, or “shrink-wrap” or “click-through” agreements, terms of use or services, or similar agreements that are generally available on nondiscriminatory pricing terms to the extent the licenses contained therein are incidental to such Contracts, immaterial, nonexclusive and granted in the ordinary course of business) under which the Company or any Company Subsidiary is subject granted any license, option or by other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property of a third party, which Seller Contract is material to the Company or any Company Subsidiary; (xii) any Contract under which the Company or any Company Subsidiary has granted to a third party any license, option or other right or immunity (including a covenant not to su▇ ▇r right to enforce or prosecute any patents) with respect to any Intellectual Property, which Contract is bound that material to the Company or any Company Subsidiary; (axiii) is a Customer any stockholders, investors rights, registration rights or similar agreement or arrangement; (xiv) any collective bargaining agreement or other Contract that provides for payments with any labor union; (xv) any Contract relating to employment or performance by Seller or Company compensation of any employee (A) with an aggregate annual salary and cash bonus in excess of $250,000 in 75,000 or containing any change-in-control, severance payment obligations or similar payment, or (B) that is not terminable at will; and (xvi) any Contract involving the aggregatesettlement of any claim, action or proceeding or threatened claim, action or proceeding (bor series of related, claims actions or proceedings) is a Supplier Contract that provides for which shall involve payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years$75,000. (b) The Company has made available to Parent correct and complete copies of all Company Material Contracts, (fincluding any amendments thereto. Except as set forth on Section 3.16(b) represents a Contract upon which of the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or placeDisclosure Schedule, (i) provides for a guaranty neither the Company nor any Company Subsidiary is in breach of or indemnity by Seller (with respect default under the terms of any Company Material Contract and, as of the date hereof, to the Business) or Knowledge of the Company, (j) grants a power no other party to any Company Material Contract is in breach of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation default under the terms of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, Material Contract and (mii) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all respects, is in full force and effect and is a legal, valid and binding agreement of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach Company or defaulta Company Subsidiary, alleged material breach or defaultas the case may be, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company orand, to the best knowledge Knowledge of Seller and the Company, any of each other party thereto, Enforceable against the Company or Company Subsidiary, as the case may be, and to the Knowledge of the Company, against the other party or obligor with respect parties thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contract.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect to Except as disclosed in Section 3.23 of the Business) or Company Disclosure Schedule, neither the Corporation nor any of the Subsidiaries is a party or to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, bound by: (i) provides for any Contract that may affect its ability to consummate the transactions contemplated hereby or by any of the Transaction Documents; (ii) any other Contract or Contracts that are individually, or in the aggregate (in the case of a guaranty series of related agreements or indemnity by Seller (agreements with respect the same or related parties), material to the BusinessCorporation (considered on a consolidated basis) or Companyits Business, (j) grants a power of attorneyprospects, agency financial condition, operations, property or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts affairs (other than as provided those purchase and sale agreements, instruments or commitments for or otherwise reserved against on the most recent sale of the balance sheets referred to in Section 2.3), (n) is an offshore production contract products or (o) was not made services of the Corporation entered into in the ordinary course of business); or (iii) any: (a) Contract requiring it to purchase all or substantially all of its requirements for a particular product or service from a particular supplier or suppliers, or requiring it to supply all of a particular customer's or customers' requirements for a certain service or product; (b) Contract entered into outside of the ordinary course of business pursuant to which the Corporation or any Subsidiary has agreed to indemnify or hold harmless any other Person from third-party claims beyond the value of the Contract to the Corporation; (each c) employment agreement, consulting agreement or other Contract providing for severance payments, acceleration of whichoptions or other additional rights or benefits (whether or not optional) in the event of the sale or other change in control of the Corporation or any Subsidiary; (d) Contract with any current or former Affiliate, together Insider or other Person not at Arm's Length with each Contracts the Corporation or any Subsidiary or with any Person in which any such Affiliate, Insider or other Person has a material interest; (e) joint venture agreement; (f) Contract with any domestic or foreign government or agency or executive office thereof or any subcontract between the Corporation or any Subsidiary and any third party relating to a Contract between such third party and any domestic or foreign government or agency or executive office thereof, in any case the loss of which may reasonably be expected to have a Material Adverse Effect; (g) Contract imposing non-competition or exclusive dealing obligations on the Corporation or any Subsidiary; (h) Contract with respect to the escrow or other deposit or availability of any Business IP; or (i) Contract with respect to the license, distribution, or resale of the Business IP or joint developments related thereto (other than customer contracts on the Corporation's standard terms entered into in the ordinary course of business) in any case the loss of which may reasonably be expected to have a Material Adverse Effect. For purposes of clause (ii) above, a Contract will be considered "material" where the loss of such Contract could reasonably be expected to result in a Material Adverse Effect. The Corporation has made available to the Investors or their counsel for inspection correct and complete copies (or written summaries of the material terms of oral agreements or understandings) of each Contract listed in Section 3.23 of the Disclosure Schedule, each as amended to date. Each such Contract is a valid, binding and enforceable obligation of the Corporation or a Subsidiary, as the case may be, and to the knowledge of the Corporation, of the other party or parties thereto, and is in full force and effect. None of such Contracts (except for Contracts disclosed in connection with clause (d) above) contain any obligation of the Corporation or any Subsidiary that is contingent upon, or that accelerates upon, the change of control of the Corporation or any Subsidiary. Neither the Corporation nor any of the Intangible Property listed on Schedule 2.7Subsidiaries, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder nor to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Companythe Corporation, any other party or obligor with respect thereto, has occurred is, or as a result of this Agreement or performance thereof will occur. The consummation is (to the knowledge of the transactions contemplated Corporation) considered by this Agreement will any other party thereto to be, in breach of or non-compliance with any term of any such Contract (nor, to the knowledge of the Corporation, is there any basis for any of the foregoing, including, without limitation, the entering into and performance by the Corporation of the Transaction Documents), except for any breaches or non-compliances that singly or in the aggregate would not (have a Material Adverse Effect. Neither the Corporation nor any Subsidiary is party to any Contract which it does not have the capacity to perform, including the necessary personnel, equipment and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contractsupplies.

Material Contracts. (a) Section 3.12 of the Company Disclosure Schedule 2.5 lists sets forth a list of each Contract of the following Contracts to which Seller (with respect to which, as of the Business) or Company is a party or to which Seller or date of this Agreement, the Company or any of their properties is subject or by which Seller or Company is bound that (a) its Subsidiaries, if any, is a Customer party (each, a “Company Material Contract”): (i) each Contract (A) not to (or otherwise restricting or limiting the ability of the Company or any of its Subsidiaries, if any, to) compete in any line of business or geographic area or (B) to restrict the ability of the Company or any of its Subsidiaries, if any, to conduct business in any geographic area; (ii) each Contract (other than any Company Benefit Plan, note evidencing indebtedness owed by Rhodium Encore LLC or Rhodium 2.0 LLC to any current Company stockholder, and contract with any contractor hired in connection with capital improvements for the Temple site) that provides is reasonably likely to require, during the remaining term of such Contract, annual payments by the Company or any of its Subsidiaries that exceed $1,000,000; (iii) all Contracts granting to any Person an option or a first refusal, first offer or similar preferential right to purchase or acquire any material Company Assets; (iv) all material Contracts (A) for payments the granting or receiving of a license, sublicense or franchise (in each case, including any such Contracts relating to any Intellectual Property) providing for or performance by Seller or Company resulting in a payment in excess of $250,000 1,000,000 per year or (B) under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment in the aggregatewhich it is reasonably expected to pay or receive a royalty, (b) is a Supplier Contract that provides for payments by Seller license fee, franchise fee or Company similar payment in excess of $250,000 1,000,000, in each case of clause (A) and (B), other than agreements with employees, non-exclusive licenses granted to the aggregateCompany’s or its Subsidiaries’ customers, and non-exclusive licenses to commercially available, off-the-shelf Software that have been granted on standardized, generally available terms; (cv) is a Government Contractall partnership, joint venture or other similar agreements or arrangements; (dvi) after June 27any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, 1997 obligates Seller whether incurred, assumed, guaranteed or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $5,000,000; (vii) any agreement for the disposition or acquisition by the Company to pay an amount or any of $250,000 or more in the aggregateits Subsidiaries, (e) has an unexpired term as if any, with material obligations of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associateof its Subsidiaries, of Seller or Company to Seller or Companyif any, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for confidentiality obligations) remaining to be performed or otherwise reserved against on the most recent material Liabilities of the balance sheets referred Company or any of its Subsidiaries, if any, continuing after the date of this Agreement, of any material business or any material amount of assets other than in the ordinary course of business; (viii) any agreement, other than operating agreements of subsidiaries of Company and agreements entered into by SAFE investors, which have been made available to in Section 2.3)Parent, restricting or limiting the payment of dividends or the making of distributions to stockholders, including intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law or the Company Organizational Documents; (nix) is an offshore production contract or (o) was not made any Contract for the development of Intellectual Property, other than those entered into in the ordinary course of business with Company employees and contractors; and (each of which, together x) all material agreements with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies Governmental Authority. (b) A true and complete copy of each Company Material Contract, Contract (including all amendments and supplements thereto, have any related amendments) entered into prior to the date of this Agreement has been made available to BuyerParent prior to the date of this Agreement. Each Company Material Contract is a valid and subsisting; Seller binding agreement of the Company or Companyits applicable Subsidiary, except where the failure to be valid and binding would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as applicablewould not, has duly performed individually or in all material respects all of its obligations thereunder the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the extent that Company or such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company orSubsidiary nor, to the best knowledge Knowledge of Seller and the Company, any other party party, is in breach of or obligor with respect theretodefault under any such Company Material Contract, has occurred or (ii) as a result of the date of this Agreement or performance thereof will occur. The consummation Agreement, there are no material disputes in connection with any such Company Material Contract and (iii) as of the transactions contemplated by date of this Agreement will not (and will not give Agreement, no party under any person a right to) Company Material Contract has given written notice of its intent to terminate or modify any rights of, or accelerate or augment any obligation of, Seller or otherwise seek a material amendment to such Company under any Material Contract.

Material Contracts. Schedule 2.5 lists each Contract (a) All of the Contracts to which Seller (with respect to the Business) or Company is a party or are listed on Schedule 3.15, but not including Government Contracts, which are required to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregate, be separately listed on Schedule 3.16. (b) is a Supplier Contract that provides Except for payments by Seller or Company Contracts listed in excess of $250,000 in the aggregateSchedule 3.15, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof of this Agreement the Company is not a party to or subject to any: (i) Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company of, or pursuant to which in excess the last 12 months the Company has paid, $25,000 or more; (ii) sales, distribution or other similar agreement providing for the sale by the Company of, or pursuant to which in the last 12 months the Company sold, materials, supplies, goods, services, equipment or other assets for an aggregate purchase price of three years$25,000 or more; (iii) partnership, joint venture or other similar Contract; (fiv) represents a Contract upon which the Business is substantially dependent relating to Indebtedness or the absence deferred purchase price of which would have a material adverse effect on property (whether incurred, assumed, guaranteed or secured by any asset); (v) employment or consulting Contract; (vi) license, teaming, technology transfer, franchise or other Contract in respect of any Intellectual Property or other property owned or used by, or to be developed for, the BusinessCompany; (vii) agency, dealer, sales representative or other similar Contract; (gviii) provides for an extension Contract or other document that limits the freedom of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner line of business or place, with any Person or in any area or which would so limit the freedom of the Company after the Closing Date; (iix) provides contract or commitment with or for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation benefit of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, Interested Person; or (mx) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was commitment not made in the ordinary course of business that is material to the Company taken as a whole. (each of which, together with each Contracts relating c) Each Contract disclosed in any schedule to any this Agreement or required to be disclosed pursuant to Section 3.15(a) is a valid and binding agreement of the Intangible Property listed on Schedule 2.7Company and is in full force and effect, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or neither the Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company ornor, to the best knowledge of Seller and Company’s Knowledge, any other party or obligor with thereto is in default in any material respect theretounder the terms of any such Contract, nor, to the Knowledge of the Company, has any event or circumstance occurred that, with notice or as a result lapse of this Agreement time or performance thereof will occur. The consummation both, would constitute an event of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contractdefault thereunder.

Material Contracts. (a) Section 4.7(a) of the Disclosure Schedule 2.5 lists each Contract of the following Contracts to which the Seller (with respect to the Business) or Company is a party or to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof hereof, categorized by subsection solely for the convenience of the Buyer (it being understood that, for the avoidance of doubt, that any item disclosed in excess any subsection of three yearsSection 4.7(a) of the Disclosure Schedule shall be deemed to have been disclosed for each other subsection of Section 4.7(a) of the Disclosure Schedule), except for Contracts that are Excluded Assets (fthe “Material Contracts”): (i) represents which involve, as parties thereto, the Seller, on the one hand, and any of the directors, officers or other Affiliates of the Seller or any Person that owns or controls more than ten percent of any class of capital stock or other equity interest of the Seller and each such Person’s respective directors, officers or other Affiliates, on the other hand; (ii) which are in respect of the employment, compensation or indemnification of a Contract upon director or executive officer of the Seller; (iii) which establish or relate to a joint venture or partnership involving the Seller; (iv) which relate to Seller Owned Intellectual Property or Seller Licensed Intellectual Property material to or necessary for the Business is substantially dependent as currently conducted, but excluding (A) Seller Licensed Intellectual Property that has individual acquisition costs of $50,000 or less relating to “shrink wrap”, “click wrap”, “click-through”, or similar generally available end-user licenses to Software; (B) any nonexclusive license to Seller Owned Intellectual Property granted in the absence ordinary course of business, including licenses to distributors of the Seller’s products; and (C) any non-disclosure agreements or employee agreements of the Seller; (v) with a customer of the Seller which would have will result in the receipt by the Seller of more than $500,000 in fiscal year 2016 (including, for the avoidance of doubt, any purchase order or a material adverse effect on series of purchase orders from the Business, (g) provides same customer for an extension amount of credit other more than consistent with normal credit terms, (h) limits or restricts the ability of Seller ($500,000 with respect to goods to be delivered in fiscal year 2016, to the Businessextent outstanding as of the date of this Agreement); (vi) or Company to compete or otherwise to conduct its business with a supplier of the Seller which require the payment by the Seller of more than $2,500,000 in the aggregate in any manner twelve (12) month period after the date hereof; (vii) which involve a sharing of profits, losses, costs or placeliabilities with any Person; (viii) which relate to confidentiality, nondisclosure, or non-competition, other than Contracts between the Seller and one of its employees; (iix) provides for a guaranty or indemnity by Seller (with respect which relate to the Businesslease of (A) real property or Company(B) personal property which requires the payment by the Seller of more than $50,000 per year; (x) pursuant to which the Seller has agreed to indemnify any Person, other than any such Contract (jA) grants a power for the purchase or sale of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business and consistent with prior practice or (each of which, together with each Contracts B) relating to the lease of real property; (xi) any mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of money or under which it has imposed a security interest on any of the Intangible Property listed on Schedule 2.7Purchased Assets; (xii) any guarantee of any obligation of another Person; (xiii) any domestic or international sales agent, being a "Material Contract"representative, distributor or consulting agreement which resulted in payment by the Seller of more than $100,000 for fiscal year 2015; and (xiv) any other Contract that is material to the Business (excluding any purchase orders). True . (b) The Seller has delivered or made available to Buyer copies of each Material Contract, including Contract (except for any purchase orders) that are correct and complete in all amendments and supplements thereto, have been made available to Buyer. material respects. (c) Each Material Contract is a valid and subsisting; binding obligation of the Seller or Companyparty thereto and, as applicable, has duly performed in all material respects all of its obligations thereunder (i) to the extent that such obligations to perform have accrued; Knowledge of the Seller, each Material Contract is a valid and no material breach or default, alleged material breach or default, or event which would (with binding obligation of the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor parties thereto enforceable against such party or parties in accordance with respect theretoits terms, has occurred subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or as affecting creditors’ rights generally, and general equitable principles (whether considered in a result of this Agreement proceeding in equity or performance thereof will occur. The consummation of at law), and is in full force and effect; (ii) the transactions contemplated by this Agreement will Seller is not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company in material default under any Material Contract; (iii) none of the Material Contracts has been validly canceled by the other party; (iv) to the Knowledge of the Seller, no other party is in material breach of, violation of, or default under any Material Contract; and (v) the Seller has not received any written claim of default, or to the Knowledge of the Seller, oral claim of default, under any such Material Contract. (d) Except as set forth in Section 4.7(d) of the Disclosure Schedule, each Contract to which the Seller is a party with any international sales agent, representative or distributor is terminable upon sixty (60) days’ or less notice.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect to a) Except as set forth in Section 3.09 of the Business) or Disclosure Schedule, no Acquired Company is a party to or bound by any of the following (a Contract responsive to any of the following categories being hereinafter referred to as a “Material Contract”): (i) any lease (whether of real or personal property) providing for annual rentals of $50,000 or more; (ii) any Contract pursuant to which Seller any Intellectual Property Right or Technology, including any Third Party IP (in each case, excluding Foreground IP), is licensed, sold, assigned or otherwise conveyed or provided to any Acquired Company or pursuant to which any Person has agreed not to enforce any Intellectual Property Right against any Acquired Company, other than Contracts for Generally Available Software; (iii) any Contract pursuant to which any Intellectual Property Right or Technology (in each case, excluding Foreground IP) is or has been licensed (whether or not such license is currently exercisable), sold, assigned or otherwise conveyed or provided to a third party by any Acquired Company, or pursuant to which any Acquired Company has agreed not to enforce any Intellectual Property Right against any third party. (iv) any Contract imposing any restriction on any Acquired Company’s right or ability, or, after the Closing, the right or ability of Purchaser or any of its Affiliates (A) to compete in any line of business or with any Person or in any area or which would so limit the freedom of Purchaser or any of its Affiliates after the Closing Date (including granting exclusive rights or rights of first refusal to license, market, sell or deliver any of the products or services offered by any Acquired Company or any related Intellectual Property Right), (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services (other than products or services which are customized for a particular customer and which contain Foreground IP) for any other Person or to transact business or deal in any other manner with any other Person, or (C) to develop or distribute any Intellectual Property Right or Technology (in each case, excluding Foreground IP); (v) any Contract for the purchase of their properties is subject materials, supplies, goods, services, equipment or other assets providing for either (A) annual payments by which Seller any Acquired Company of $50,000 or more or (B) aggregate payments by any Acquired Company is bound that of $100,000 or more in the past two years; (avi) is a Customer any Contract providing for “most favored customer” terms or similar terms, including such terms for pricing; (vii) any sales, distribution or other similar agreement providing for the sale of Company Products that provides for (A) annual payments to any Acquired Company of $50,000 or performance more or (B) aggregate payments to the Acquired Companies of $100,000 or more in the past two years; (viii) any partnership, joint venture or any sharing of revenues, profits, losses, costs or liabilities or any other similar Contract; (ix) any Contract relating to the acquisition or disposition of any business (whether by Seller merger, sale of stock, sale of assets or otherwise but excluding internal restructuring) entered into after September 30, 2020 or pursuant to which any Acquired Company has any current or future rights or obligations; (x) any Contract relating to Indebtedness or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (xi) any Contract relating to the acquisition, issuance or transfer of any securities (but excluding internal restructuring) ; (xii) any Contract relating to any interest rate, currency or commodity derivatives or hedging transaction; (xiii) any Contract under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of any Acquired Company or (B) any Acquired Company has directly or indirectly guaranteed liabilities or obligations of any other Person (in each case other than endorsements for the purposes of collection in the ordinary course of business and intercompany guarantees among the Acquired Companies); (xiv) any Contract relating to the creation of any Lien (other than Permitted Liens) with respect to any asset of any Acquired Company; (xv) any Contract which contains any provisions requiring any Acquired Company to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products or services in the ordinary course of business consistent with past practice); (xvi) any Contract with any Related Person; (xvii) any Contract with a Governmental Authority generating revenues in excess of $250,000 in 50,000 per annum or that has been executed within the aggregatefour months prior to the date of this Agreement; (xviii) any employment, severance, retention, change-in-control, bonus or other Contract with any current or former member, employee, officer, director, advisor or consultant of any Acquired Company (A) pursuant to which any Acquired Company has any current or future rights or obligations, (bB) is a Supplier Contract that provides for payments by Seller the payment of any cash or Company other compensation or benefits upon the consummation of the Transaction, or (C) that otherwise restricts any Acquired Company’s ability to terminate the employment or engagement of such individual without penalty or liability (excluding any penalty or liability in excess respect of $250,000 the employee’s notice period and right not to be unfairly dismissed), other than, in each case, Contracts entered into in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount ordinary course of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than business consistent with normal credit termspast practice with any advisor, (h) limits consultant or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation employee of any Affiliate, officer or director or Acquired Company; and (xix) any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was Contract not made in the ordinary course of business (each of which, together with each Contracts relating that is material to any Acquired Company. (b) Seller has made available to Purchaser accurate and complete copies of all written Contracts identified in Section 3.09(a) of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material ContractDisclosure Schedule, including all amendments and supplements thereto, have been made available to Buyer. Section 3.09(a) of the Disclosure Schedule provides an accurate description of the material terms of each Material Contract identified in Section 3.09(a) of the Disclosure Schedule that is not in written form. (c) Each Material Contract is a valid and subsisting; Seller or Companybinding agreement of the Acquired Company party thereto, as applicableand is in full force and effect, has duly performed in all material respects all of its obligations thereunder and no Acquired Company is and, to the extent that Knowledge of Seller, no other party thereto is in default or breach in any material respect under the terms of any such obligations Contract, and, to perform have accrued; the Knowledge of Seller, no event has occurred, and no material breach circumstance or defaultcondition exists, alleged material breach that (with or defaultwithout notice or lapse of time) will, or event which would reasonably be expected to, (with i) result in a violation or breach of any of the passage provisions of timeany Material Contract, (ii) give any Person the right to declare a default or exercise any remedy under any Material Contract, (iii) give any Person the right to accelerate the maturity or performance of any grant or rights or other obligation under a Material Contract, or (iv) give any Person the right to cancel, terminate or modify any Material Contract. (d) No Acquired Company has received any written notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge Knowledge of Seller and CompanySeller, any other party communication regarding any violation or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights breach of, or accelerate default under, any Material Contract. (e) No Person is renegotiating, or augment has a right (or has asserted a right) pursuant to the terms of any obligation ofMaterial Contract to renegotiate, Seller any amount paid or payable to any Acquired Company under any Material Contract or any other material term or provision of any Material Contract.

Material Contracts. Section 4.18(a) of the Disclosure Schedule 2.5 lists contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of the following Contracts (the “Material Contracts”): (i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of the Threshold Amount; (ii) any Applicable Contract for the purchase of any materials, supplies, equipment, merchandise or services that contains an escalation clause or that obligates the Company to which Seller purchase all or substantially all of its requirements of a particular product or service from a supplier or to make periodic minimum purchases of a particular product or service from a supplier; (iii) any Applicable Contract for the sale of any of the assets, properties or securities of the Company other than in the Ordinary Course of Business or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any such assets, properties or securities; (iv) any Applicable Contract relating to the acquisition by the Company of any operating business or the equity of any other Person; (v) any Applicable Contract with customers or suppliers including provisions for rebates, credits, discounts or the sharing of fees (but excluding Applicable Contracts containing such provisions relating only to prompt payment of amounts due thereunder); (vi) any Applicable Contract obligating the Company to deliver future product enhancements or containing a “most favored nation” pricing clause; (vii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than he Threshold Amount and with terms of less than one year); (viii) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the Businessappropriation or the non-disclosure of any of the Intellectual Property Assets, and any Applicable Contract involving the assignment, transfer pledge or encumbrance of any of the Intellectual Property Assets; (ix) each employment contract binding on the Company; (x) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (xi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs or Liabilities by the Company is a party or with any other Person; (xii) each Applicable Contract containing covenants that in any way purport to which Seller or restrict the business activity of the Company or any Affiliate of their properties is subject the Company or by which Seller limit the freedom of the Company or any Affiliate of the Company is bound that to engage in any line of business or to compete with any Person or in any geographic area; (axiii) is a Customer each Applicable Contract that provides providing for payments to or performance by Seller any Person based on sales, purchases, or profits, other than direct payments for goods; (xiv) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (xv) each Applicable Contract for capital expenditures in excess of $250,000 in the aggregateThreshold Amount; (xvi) each written warranty, (b) is a Supplier Contract that provides for payments by Seller guaranty, and or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; (xvii) any Applicable Contract requiring the payment to any Person of a brokerage or Company to compete sale commission or otherwise to conduct its business in any manner a finder’s or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts referral fee (other than as provided for arrangements to pay commissions or otherwise reserved against on fees to employees, agents or recruiters in the most recent Ordinary Course of Business); (xviii) any Applicable Contract relating to or evidencing outstanding indebtedness of the balance sheets referred Company for borrowed money (including capitalized lease obligations); (xix) any other Contract that is material to the business of the Company; and (xx) each amendment, supplement, and modification (whether oral or written) in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course respect of business (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contractforegoing.

Material Contracts. (a) Section 5.11 of the Disclosure Schedule 2.5 lists sets forth an accurate and complete list of each Contract of the following Contracts to which Seller (with respect to the Business) or any Acquired Company is a party or by which any assets of any Acquired Company are bound (collectively, “Material Contracts”): (i) any Contract with a Material Customer; (ii) any Contract with a Material Supplier; (iii) any Contract pursuant to which Seller or Company or any of their properties is subject or by which Seller or Acquired Company is bound that by any covenant not to compete (aother than pursuant to any radius restriction contained in any lease, reciprocal easement or development, construction, operating or similar agreement); (iv) any lease, sublease or similar Contract with any Person pursuant to which any Acquired Company is a Customer Contract that lessor, sublessor, lessee or sublessee of any tangible personal property, or any portion of real property (including the Leased Real Property), the provides for payments to or performance by Seller or Company in excess of $250,000 in 100,000; (v) any warehousing Contract; (vi) any Contract with a sales broker; (vii) any Contract pursuant to which an Acquired Company has incurred any Indebtedness; (viii) any Contract entered into by an Acquired Company for the aggregate, (b) is sale of assets owned or leased by any Acquired Company with a Supplier Contract that provides for payments by Seller or Company book value in excess of $100,000 individually or $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts aggregate (other than as provided Inventory sales in the ordinary course of business) (A) that contains any outstanding obligations of any Acquired Company or (B) that was entered into on or after January 1, 2020; (ix) any Contract relating to any joint venture, partnership or similar arrangement; (x) any Contract for the employment, hire, retention or otherwise reserved against on the most recent consulting of any officer, employee, consultant, or independent contractor of the balance sheets referred Acquired Companies, other than offer letters in form(s) that have been made available to in Section 2.3)Purchaser, and all Contracts providing for any change-in-control payment, transaction bonus, retention bonus or similar payment obligations with any Person upon a sale of all or a material portion of the Acquired Companies’ consolidated assets or a change of control of the Acquired Companies; (nxi) any Contract with any staffing agency, temporary employee agency, professional employer organization or similar company or service provider; (xii) all collective bargaining agreements or agreements with any union to which any Acquired Company is an offshore production contract a party or is otherwise bound; (oxiii) was IP License Contracts and any other Contract (including covenants not made to sue) relating to the ownership, registration, use or enforcement of (A) any Company Intellectual Property (excluding assignments of Company Intellectual Property executed by employees of the Acquired Companies in the ordinary course of business in the form provided by Seller to Purchaser and non-exclusive licenses of Company Intellectual Property granted by any Acquired Company to customers in the ordinary course of business) or (each of which, together with each Contracts relating B) any other Intellectual Property that is used in and material to any the business of the Intangible Property listed Acquired Companies; (xiv) any distributorship, dealer, sales, advertising, agency, promotional services, retail promotional management, marketing platform, manufacturer’s representative or other similar Contracts; (xv) any Contract entered into by an Acquired Company (A) that contains any outstanding obligations of any Acquired Company or (B) since January 1, 2020, in each case, for any settlement agreement in respect of a Proceeding; (xvi) any Contract providing for the indemnification or holding harmless of any officer, manager, employee, independent contractor or other Person; (xvii) any Contract including a “most favored nations” or “exclusivity” provision; (xviii) any outstanding power of attorney empowering any Person to act on Schedule 2.7behalf of any Acquired Company; (xix) any Contract for the acquisition or disposition of an Entity or a division of an Entity made since January 1, being a "Material 2020; and (xx) any Contract"). True , not otherwise identified above, pursuant to which any Acquired Company is obligated to make payments in excess of $100,000 individually or $250,000 in the aggregate (other than Inventory sales in the ordinary course of business) pursuant to such Contract. (b) Sellers have made available to Purchaser accurate and complete copies of each Material Contract, written Contract set forth in Section 5.11(a) of the Disclosure Schedule (including all amendments written amendments, modifications and supplements thereto) and complete descriptions of all material terms of any oral Contracts described therein. All Material Contracts are valid, have been made available binding and in full force and effect, and are enforceable against the Acquired Company party thereto, and, to Buyerthe Knowledge of Sellers, against the other parties thereto. Each The applicable Acquired Company has performed all material obligations required to be performed by it to date under the Material Contracts to which it is a party, and such Acquired Company is not (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. To the Knowledge of Sellers, no other party to any Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with or without the passage lapse of timetime or the giving of notice, notice or both) constitute a material in breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, in any other party or obligor with material respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contract. No Acquired Company has received any notice (whether written, or to the Knowledge of Sellers, otherwise) of the intention of any other party to a Material Contract to terminate any Material Contract prior to the expiration of the term (including renewal terms) thereof, or to amend the material terms of any Material Contract outside of the ordinary course of business.

Material Contracts. Schedule 2.5 lists (a) Except for this Agreement, Section 4.10(a) of the NIC Disclosure Letter contains a complete and correct list, as of the date hereof, of each Contract to described below in this Section 4.10(a) under which Seller (with respect to the Business) NIC or Company any NIC Subsidiary is a party or to which Seller any of their respective properties or Company assets is subject, in each case, in effect as of the date hereof, other than NIC Plans (each Contract of the type described in this Section 4.10(a), whether or not set forth on Section 4.10(a) of the NIC Disclosure Letter, being referred to herein as a “Material Contract”): (i) each Contract that limits in any material respect the freedom of NIC or any NIC Subsidiary to compete in more than one state with any Person or engage in any line of business or sell, supply, or distribute any product or service, or that otherwise has the effect of restricting NIC or any NIC Subsidiary from the development, marketing or distribution of products and services, in more than one state, in each case, other than project-specific teaming agreements, Contracts with prime contractors or subcontractors, or similar Contracts entered into in the in the ordinary course of business; (ii) each acquisition or divestiture Contract that contains (A) indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by NIC or any NIC Subsidiary of future payments in excess of $1,000,000 or (B) earn-out, contingent payment, or similar provisions requiring future payments by or to NIC or any NIC Subsidiary; (iii) each Contract that gives any Person the right to acquire any assets of NIC or any NIC Subsidiary (excluding ordinary course commitments to purchase NIC Products or custom applications) after the date hereof with consideration of more than $1,000,000; (iv) any Contract to put source code for any NIC Product in escrow with a third Person on behalf of a licensee or contracting party, and any other Contract to provide source code for any NIC Product to any third Person (other than an employee, contractor, agent or Representative of NIC or a NIC Subsidiary in the ordinary course of business); (v) any settlement agreement or similar Contract restricting in any respect the operations or conduct of NIC or any NIC Subsidiary, in each case, that is material to NIC and its Subsidiaries, taken as a whole; (vi) each Contract, other than customer, supplier and vendor Contracts, not otherwise described in any other subsection of this Section 4.10(a) pursuant to which NIC or any NIC Subsidiary is obligated to pay, or entitled to receive, payments in excess of $1,000,000 in the 12-month period following the date hereof; (vii) any Contract that obligates NIC or any NIC Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that is a Material Customer Agreement or a Material Supplier Agreement; (ix) each Contract that grants any right of first refusal or right of first offer or that limits the ability of NIC, any NIC Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (x) each Contract that contains any material exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that are binding on NIC, other than NIC Government Contracts, Contracts with prime contractors or subcontractors, or similar Contracts entered into in the in the ordinary course of business; (xi) each NIC Real Property Lease; (xii) each Contract relating to outstanding indebtedness for borrowed money (or commitments in respect thereof) of NIC or any NIC Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $500,000 or relating to any Liens (other than Permitted Liens) on the assets of NIC or any NIC Subsidiary, other than any guarantees by NIC of indebtedness of NIC Subsidiaries or guarantees by NIC Subsidiaries of indebtedness of NIC or any other NIC Subsidiaries; (xiii) each Contract involving other derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to NIC and the NIC Subsidiaries is reasonably expected to be in excess of $500,000 or with a notional value in excess of $500,000; (xiv) each Contract between NIC or any NIC Subsidiary, on the one hand, and any officer, director or Affiliate (other than a wholly owned NIC Subsidiary) of NIC or any NIC Subsidiary, any beneficial owner, directly or indirectly, of more than 5% of the number or voting power of the shares of NIC Common Stock or any of their properties respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which NIC or any NIC Subsidiary has an obligation to indemnify such officer, director, Affiliate, beneficial owner, associate or immediate family member; and (xv) any Contract not otherwise described in any other subsection of this Section 4.10(a) that would constitute a “material contract” (as such term is subject or by which Seller or Company is bound that (adefined in Item 601(b)(10) is a Customer Contract that provides for payments of Regulation S-K of the SEC) with respect to or performance by Seller or Company in excess of $250,000 in the aggregate, NIC. (b) is a Supplier True and complete copies of each Material Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term effect as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to BuyerTyler or publicly filed with the SEC prior to the date hereof. Each None of NIC or any NIC Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a NIC Material Adverse Effect. To NIC’s Knowledge, as of the date hereof, no other party to any Material Contract is valid in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a NIC Material Adverse Effect. Except as has not had and subsisting; Seller would not reasonably be expected to have, individually or Companyin the aggregate, a NIC Material Adverse Effect and except to the extent that any Material Contract expires in accordance with its terms, each Material Contract is a valid, binding and enforceable obligation of NIC or a NIC Subsidiary which is party thereto and, to NIC’s Knowledge, of each other party thereto, and is in full force and effect, subject to the General Enforceability Exceptions. (c) NIC and the NIC Subsidiaries have not delivered or granted, agreed to deliver or grant, or entered into any NIC Government Contract that requires the delivery or granting to any Governmental Authority of (i) any source code for the NIC Products, (ii) unlimited or government purpose rights in the material Owned Intellectual Property or the NIC Products or any portion thereof in which NIC could have, at the time of such delivery or grant, legally asserted more restrictive rights under applicable regulations or Contract clauses, or (iii) ownership of any portion of material Owned Intellectual Property or the NIC Products. NIC and the NIC Subsidiaries have, since January 1, 2018, taken reasonable steps under any NIC Government Contract and applicable Law to assert, protect and support their rights in material Owned Intellectual Property and the NIC Products, so that no more than the minimum rights or licenses required under applicable Laws and the terms of such NIC Government Contracts will have been provided to the applicable Governmental Authority or counterparty to such NIC Government Contract. (d) Except as applicablehas not been, has duly performed and would not reasonably be expected to be, individually or in the aggregate, material to NIC and the NIC Subsidiaries, taken as a whole, no NIC Government Contract or offer, quotation, bid, or proposal to sell products or services made by NIC or any NIC Subsidiary to any Governmental Authority or any prime contractor (a “Government Contract Bid”) is the subject of bid or award protest Proceedings resulting from the conduct of NIC or any of its Subsidiaries. NIC and the NIC Subsidiaries are in compliance, and have been in compliance since January 1, 2018, in all material respects with the terms and conditions of each NIC Government Contract, including all clauses, provisions and requirements incorporated expressly by reference or by operation of its Law therein, other than any such non-compliance that has been resolved with no material adverse consequences to NIC and the NIC Subsidiaries, taken as a whole, and with no ongoing material obligations thereunder of NIC and the NIC Subsidiaries, taken as a whole. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to NIC and the NIC Subsidiaries, taken as a whole, since January 1, 2018, (A) all material facts set forth or acknowledged by any representations, certifications or statements made or submitted by an authorized representative of NIC or a NIC Subsidiary in connection with any NIC Government Contract or Government Contract Bid were true, accurate and complete as of the date of submission, and (B) neither any Governmental Authority nor any prime contractor or subcontractor has notified NIC or any NIC Subsidiary in writing that NIC or any NIC Subsidiary has, or is alleged to have, breached or violated in any material respect any Law, representation, certification, disclosure, clause, provision or requirement in any NIC Government Contract or Government Contract Bid, other than any such breach or violation that has been resolved with no material adverse consequences to NIC and the NIC Subsidiaries, taken as a whole, and with no ongoing material obligations of NIC and the NIC Subsidiaries, taken as a whole. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to NIC and the NIC Subsidiaries, taken as a whole, since January 1, 2018, no material payment due to NIC or any NIC Subsidiary pertaining to any NIC Government Contract has been withheld or set off, nor has any claim been made to withhold or set off any such payment, and to NIC’s Knowledge, there is no basis for a material price adjustment, refund or demand for payment under any such NIC Government Contract. (e) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to NIC and the NIC Subsidiaries, taken as a whole, since January 1, 2018, (i) none of NIC, any NIC Subsidiary or any of their respective Principals (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended or excluded, or to NIC’s Knowledge, proposed for debarment, suspension or exclusion, from participation in or the award of Contracts or subcontracts for or with any Governmental Authority or doing business with any Governmental Authority, (ii) none of NIC or any NIC Subsidiary has received any request to show cause (excluding for this purpose ineligibility to bid on certain Contracts due to generally applicable bidding requirements), (iii) none of NIC or any NIC Subsidiary, to NIC’s Knowledge, is the subject of a finding of non-compliance, nonresponsibility or ineligibility for government contracting, (iv) neither NIC nor any NIC Subsidiary, nor any of their respective directors, officers, employees or Principals, nor to NIC’s Knowledge, any consultants to or agents of NIC or any NIC Subsidiary, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Authority with respect to the extent that such obligations to perform have accrued; and no material breach award or defaultperformance of any NIC Government Contract, alleged material breach or default, or event which would (with the passage subject of time, notice or both) constitute a material breach or default thereunder by Seller or Company any actual or, to the best knowledge NIC’s Knowledge, threatened in writing, “whistleblower” or “qui tam” Proceeding or audit (other than a routine contract audit) of Seller and Company, NIC or any other party or obligor NIC Subsidiary with respect to any NIC Government Contract, including any alleged material irregularity, misstatement, or omission arising thereunder or relating thereto, and to NIC’s Knowledge, there is no basis for any such Proceeding or audit and (v) neither NIC nor any NIC Subsidiary has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give made any person a right to) terminate or modify disclosure to any rights ofGovernmental Authority with respect to any alleged material irregularity, misstatement, omission, fraud, or accelerate price mischarging, or augment any obligation ofother violation of Law, Seller arising under or Company under any Material relating to a NIC Government Contract.

Material Contracts. Schedule 2.5 lists each Contract 4.2(i) sets forth a list of the following contracts, agreements or commitments by which either Acquired Company is bound or with respect to which Seller any of their business or Assets are subject, whether written or oral (each contract, agreement or commitment that is listed or is required to be listed on Schedule 4.2(i) being a “Material Contract”): (i) that commit an Acquired Company and its respective assigns to aggregate expenditures of more than $2,000,000 in any calendar year or more than $7,500,000 over the term of such contract, agreement or commitment, excluding (A) any such contract, agreement or commitment creating the applicable Acquired Company’s Hydrocarbon Interests in any of the Subject Interests and any contracts, agreements or commitments creating interests or rights in the Subject Interests, (B) joint operating agreements applicable to any of the Subject Interests, and (C) unitization or pooling agreements applicable to any of the Subject Interests; (ii) that can be reasonably expected to result in aggregate gross revenues to either Acquired Company and/or their respective assigns of more than $2,000,000 in any calendar year or more than $7,500,000 over the term of such contract, agreement or commitment excluding any such contract, agreement or commitment creating the applicable Acquired Company’s Hydrocarbon Interests in any of the Subject Interests and any contracts, agreements or commitments creating rights in the Subject Interests; (iii) that commit an Acquired Company and its respective assigns to gather, sell, treat, process, store or transport any hydrocarbon production attributable to the Subject Interests, excluding (A) any such contract, agreement or commitment that expires within three (3) months, or can be terminated by an Acquired Company and its assigns upon not more than 90 days’ notice without penalty, and (B) the Subject Interests and any contracts, agreements or commitments creating rights in the Subject Interests; (iv) that constitute a joint operating agreement, unit operating agreement, unitization or pooling agreement, participation agreement, exploration agreement, development agreement or similar agreement with respect to the BusinessSubject Interests; (v) that provide for (A) an area of mutual interest or (B) any “tag along” or “drag along” (or other similar rights) allowing a third party, or requiring either of the Acquired Companies, to participate in any future transactions with respect to the Assets; (vi) that constitute a partnership, joint venture or limited liability company agreement; (vii) that constitute a guarantee by an Acquired Company of any obligation of another Person other than the Acquired Companies, or for which the primary purpose of such contract, agreement or commitment is to indemnify another Person, in each case if such contract, agreement or commitment will survive the Closing; (viii) that govern an Affiliate Transaction; (ix) that constitute a lease for real property, other than the Subject Interests, or office space where either Acquired Company is the lessor or lessee thereunder; (x) that contain covenants that in any way purport to restrict the right or freedom of an Acquired Company or any other Person for the benefit of an 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; (xi) that involve the settlement, release, compromise or waiver of any material rights, claims, obligations, duties or liabilities of an Acquired Company or any of its Assets or its business under any contract, agreement or commitment that constitutes a Material Contract pursuant to any other subsection of this Section 4.2(i) or otherwise relates to an Action or threatened Action and that contain performance or payment obligations that are to be satisfied after the Closing Date; (xii) that evidence any bond or letter of credit (or other similar credit support); (xiii) that relate to Indebtedness of either Acquired Company that will survive Closing; (xiv) that constitute (A) employment agreements, (B) agreements with independent contractors that provide offshore services (other than master service agreements pursuant to which an Acquired Company is not obligated to obtain services from an outside service provider) or (C) consultants (or similar arrangements), in each case, to which either Acquired Company is a party and that are not cancellable without penalty on 120 days’ notice or fewer; (xv) that relate to which Seller any material acquisition or disposition of material assets of an Acquired Company entered into since July 1, 2006; (xvi) that provide for a power of attorney that will be in effect with respect to an Acquired Company or any of their properties is subject its Assets or by which Seller its business after the Closing Date; (xvii) [RESERVED]; (xviii) that sell, lease, farmin, farmout, exchange or Company is bound that (a) is a Customer Contract that provides for payments to otherwise dispose of all or performance by Seller or Company in excess of $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as any part of the date hereof in excess of three years, Material Properties; (fxix) represents that constitute a Contract upon which the Business is substantially dependent hedging or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect swap agreement attributable to the Business) or Company to compete either Acquired Company’s production or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director binding on an Acquired Company or any Associateof its Assets or its business; (xx) that provide for calls on production of hydrocarbons or options to purchase hydrocarbons; (xxi) that constitute a seismic, data or geophysical license, agreement or permit; and (xxii) that constitute an amendment, supplement, or modification (whether oral or written) in respect of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contractforegoing.

Material Contracts. Except as listed or described on Schedule 2.5 lists each Contract to 3.8 (such contracts, or those which should have been listed on Schedule 3.8, are the "Material Contracts"), as of or on the date hereof, Seller (with respect to the Business) or Company is not a party to or bound by any written or oral leases, agreements or other contracts or legally binding contractual rights or contractual obligations or contractual commitments relating to which Seller or Company in any way affecting the operation or any ownership of their properties is subject or by which Seller or Company is bound the Business that are of a type described below ("Contracts"): (a) is any collective bargaining arrangement with any labor union and any such agreements currently in negotiation or proposed; (b) any Contract for the purchase, maintenance or acquisition, or the sale or furnishing, of materials, supplies, merchandise, machinery, equipment, parts or other property or services; (c) any Contract granting any person a Customer lien on any of the Assets to be Acquired, in whole or in part; (d) any Contract that provides for payments the cleanup, abatement or other actions in connection with Hazardous Materials (as defined below), the remediation of any existing environmental liabilities or relating to the performance of any environment audit or performance by Seller study; (e) any Contract granting to any person a first-refusal, first-offer or Company similar preferential right to purchase or acquire any of the Assets to be Acquired; (f) any Contract with any manufacturer's representative or other sales agent, distributor or representative, or advertising or marketing entity having a remaining term in excess of $250,000 in the aggregate, (b) thirty days and which is a Supplier Contract that provides for payments not terminable by Seller without penalty on thirty calendar days' or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, less notice; (g) provides for an extension any Contract under which Seller is (i) a lessee or sublessee of credit any machinery, equipment, vehicle or other than consistent with normal credit termstangible personal property or real property, or (ii) a lessor of any real property or tangible personal property owned by Seller; (h) limits any Contract under which Seller has granted or restricts received a license or sublicense or under which it is obligated to pay or has the ability of Seller (with respect right to the Business) receive a royalty, license fee or Company to compete or otherwise to conduct its business in any manner or place, similar payment; (i) provides for a guaranty any Contract prohibiting Seller from conducting the Business anywhere in the United States or indemnity by Seller (with respect to elsewhere in the Business) or Company, world; (j) grants a power of attorney, agency any joint venture or similar authority to another person or entity, partnership Contract; (k) contains a right of first refusal, any employment or consulting Contract; and (l) contains a right any other Contract, whether or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each business, which involves total payments m excess of which, together $5,000. Seller has provided Buyer with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies true and complete copy of each written Material Contract, including all amendments or other modifications thereto and supplements theretoa written summary of each oral Material Contract. Except as set forth on Schedule 3.8, have been made available to Buyer. Each each Material Contract is a valid and subsisting; binding obligation of Seller, enforceable in accordance with its terms, and is in full force and effect. Except as set forth on Schedule 3.8, Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder required to the extent that such obligations to perform have accrued; be performed by it under each Material Contract and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by neither Seller or Company ornor, to the best knowledge of Seller and CompanySeller, any other party to any Contract, is (with or obligor with respect thereto, has occurred without the lapse of time or as a result the giving of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights ofnotice, or accelerate both) in breach or augment default in any obligation ofmaterial respect thereunder and there exists no condition which, to the knowledge of Seller, would constitute a breach or default thereunder. Seller has not been notified that any party to any Material Contract intends to cancel, terminate, not renew or Company exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise.

Material Contracts. (a) Section 3.13(a) of the Seller Disclosure Schedule 2.5 lists each sets forth a true and complete list of Material Contracts. For purpose of this Agreement, a “Material Contract” means any Assigned Contract which is in any of the categories listed below: (i) any Assigned Contract pursuant to which the Acquired Entities made in 2013, or are committed to make in 2014 or any year thereafter, any payment in excess of $5,000,000, or any other Assigned Contract creating any post-Closing obligation of the Acquired Entities of $5,000,000 or more in the aggregate with respect to any such Assigned Contract; (ii) any Assigned Contract containing a provision that (x) to the knowledge of the individuals set forth on Section 3.13(a)(ii)(x) of the Seller Disclosure Schedule, impairs or restricts the ability of Seller (solely with respect to the Business) or Company is a party or any Acquired Entity to which Seller or Company freely conduct the Business in any geographic area or any line of their properties is subject or by which Seller or Company is bound that business; (ay) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits materially impairs or restricts the ability of Seller (solely with respect to the Business) or Company to compete the Acquired Entities (taken as a whole) from soliciting for employment or otherwise to conduct its business in any manner hiring employees for the Business; or place, (iz) provides for a guaranty or indemnity by requires Seller (solely with respect to the Business) or Companyany Acquired Entity to purchase the total requirements of any product or service from a third party or contains a “take or pay” provision; (iii) any Assigned Contract related to a material “drivers reward” program or any similar loyalty rewards, sales or promotional discount or any similar activities with customers or which any Acquired Entity offers or sponsors; (jiv) grants any Assigned Contract related to a power branded, sponsored credit card or other similar credit card program which any Acquired Entity offers or sponsors; (v) any franchise Contract related to the operation by Seller or its Affiliates of attorneyfood and beverage franchises (including quick serve restaurants) at any of the Business Real Property; (vi) any dealer or branded retailer Contract; (vii) any material license Contract pursuant to which Seller (solely with respect to the Business) or any Acquired Entity (x) has acquired the right to use any material Business Intellectual Property, agency other than software that is generally commercially available or any other IT Assets, or (y) has granted to any third party any license to use any material Business Intellectual Property owned by Seller (solely with respect to the Business) or any Acquired Entity, other than non-exclusive licenses in the Ordinary Course of Business; (viii) any Assigned Contract relating to the incurrence, assumption or guarantee of Indebtedness for borrowed money; (ix) any Assigned Contract for lease of personal property involving payments in excess of $500,000 in any calendar year; (x) any Assigned Contract for the sale of any material Acquired Assets other than in the Ordinary Course of Business or the sale of any Retail Site; (xi) each Contract relating to the acquisition (by merger, purchase of stock or assets or otherwise) by Seller or any of its Affiliates of any operating business or material assets for the Business; (xii) any Contract containing any warranty, guaranty, indemnity or other similar undertaking with respect to a contractual or other performance obligation extended by any Acquired Entity that would reasonably be expected to result in a liability to Buyer of more than $2,500,000 individually; (xiii) any swaps, options, futures, hedging or similar authority Contract or other commodity trading instrument of the Business; (xiv) any Assigned Contract that is a partnership agreement or joint venture agreement material to another person the Business; (xv) any Assigned Contract with any U.S. federal Governmental Entity; and (xvi) any outstanding written commitment to enter into any Contract of the type described in subsections (i) through (xv) of this Section 3.13(a). (b) Except as set forth on Section 3.13(b) of the Seller Disclosure Schedule and except for such matters that would not reasonably be expected to, individually or entityin the aggregate, adversely affect the Business in any material respect: (ki) contains each Material Contract (A) constitutes a right of first refusal, (l) contains a right or valid and binding obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Companyits applicable Subsidiary and, (m) requires Seller or Company to buy or sell goods or services with respect to which there other than any Material Contract that will be material losses or assigned after the Closing pursuant to Sections 5.6(c), 5.6(d) and 5.6(e), will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3)Closing constitute a valid and binding obligation of an Acquired Entity, and (nB) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each assuming such Material Contract is valid binding and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to enforceable against the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor parties thereto, is enforceable against Seller or its applicable Subsidiary and, other than any Material Contract that will be assigned after the Closing pursuant to Sections 5.6(c), 5.6(d) and 5.6(e), will as of the Closing be enforceable against the applicable Acquired Entity, except that such enforcement may be limited by the Bankruptcy and Equity Principles; (ii) Seller or its applicable Subsidiary is not, and at Closing none of the Acquired Entities will be, in breach of or default under any Material Contract; and (iii) to the Knowledge of Seller, no third party to any Material Contract has exercised any termination or non-renewal rights with respect thereto, is in breach or default under such Material Contract or has occurred or as a result given written notice of this Agreement or performance thereof will occurany dispute with respect to such Material Contract. The consummation of Prior to the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation ofClosing, Seller shall have delivered or Company under any made available to Buyer complete and correct copies of all Material ContractContracts.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect to the Business) or Company is a party or to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregate, (bSection 4.6(a) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent Disclosure Schedule lists each of the balance sheets referred to in Section 2.3)following Contracts (excluding any purchase or sale order, (n) is an offshore production contract statement of work or (o) was not made non-disclosure or confidentiality agreement entered into in the ordinary course of business the Business) to which the Seller or a Transferred Subsidiary is a party as of the date hereof, except for Contracts that are Excluded Assets or Benefit Plans (each of whichthe “Material Contracts”): (i) any Contract that involves, together with each Contracts relating to as parties thereto, the Seller or any Transferred Subsidiary, on the one hand, and any of the Intangible directors, officers or other Affiliates of the Seller or any Transferred Subsidiary (excluding any Transferred Subsidiary) or any Person that owns or controls more than ten percent (10%) of any class of capital stock or other equity interest of the Seller and each such Person’s respective directors, officers or other Affiliates, on the other hand; (ii) any Contract that is in respect of the indemnification of a director or executive officer of the Seller; (iii) any Contract that establishes or relates to a joint venture, partnership or similar arrangement involving the Seller or any Transferred Subsidiary; (iv) any Contract that relates to Owned Intellectual Property listed or Seller Licensed Intellectual Property material to the Business as currently conducted, but excluding (A) Seller Licensed Intellectual Property relating to “shrink wrap,” “click wrap,” “click-through,” or similar generally commercially available end-user licenses to Software; (B) any nonexclusive license to Owned Intellectual Property granted in the ordinary course of the Business; and (C) any non-disclosure agreements or employee agreements of the Seller or any Transferred Subsidiary; (v) any Contract that involves a sharing of profits, losses, costs or liabilities in an amount or of a value in excess of $500,000 with any Person (other than any (A) Transferred Subsidiary or (B) merchant that uses the Seller’s online platform); (vi) any Contract that relates to the lease of (A) each Leased Real Property or (B) personal property that requires the payment by the Seller or any Transferred Subsidiary of more than $250,000 per year; (vii) any Contract that grants to any Person any option, right of first offer or right of first refusal or similar right to purchase, lease, sublease, license, use, possess or occupy any assets or properties of the Seller or any Transferred Subsidiary that have a value in excess of $500,000; (viii) any Contract relating to Indebtedness or under which it a Lien has been imposed or granted on Schedule 2.7any of the Purchased Assets or any assets or properties of any Transferred Subsidiary; (ix) any guarantee of any obligation of another Person (other than any Transferred Subsidiary) in an amount or of a value in excess of $500,000; (x) any Contract that is material to the Business and (A) contains any express restrictions, being prohibiting the Seller or any Transferred Subsidiaries, or, after the Closing, the Buyer or any of their respective Affiliates, from competing or engaging in any material respect in any line of business or geographic area or (B) containing a "“most-favored nation” or exclusivity provision; (xi) any Contract (A) relating to the disposition or acquisition of assets by the Seller or its Subsidiaries with a value or purchase price greater than $500,000 after the date hereof other than in the ordinary course of the Business or (B) pursuant to which the Seller or any Transferred Subsidiary will acquire any material ownership interest in any other Person or other business enterprise other than any Subsidiary of the Seller; (xii) any Contract pursuant to which the Seller or any Transferred Subsidiary has, directly or indirectly, made any material loan, capital contribution to or other investment, in each case in an amount in excess of $100,000, in, any Person (other than the Seller or any Transferred Subsidiary and other than (x) extensions of credit or advancement of funds in the ordinary course of the Business consistent with past practice and (y) investments in marketable securities in the ordinary course of the Business); (xiii) any collective bargaining agreement or other Contract with any labor union; (xiv) any Contract providing for the settlement or other resolution of any Action that has any continuing payment obligation in excess of $150,000 and pursuant to which the Seller or any Transferred Subsidiary has any material outstanding obligation; (xv) any Contract with a Top Customer or a Top Supplier; and (xvi) any other Contract, the failure to fulfill that would be reasonably likely to have a Material Contract"). True Adverse Effect. (b) The Seller has delivered or made available to the Buyer copies of each Material ContractContract (except for any purchase orders), including each of which are correct and complete in all amendments and supplements thereto, have been made available to Buyer. material respects. (c) Each Material Contract is a valid and subsisting; binding obligation of the Seller or Companythe applicable Transferred Subsidiary party thereto and, as applicable, has duly performed in all material respects all of its obligations thereunder (i) to the extent that Knowledge of the Seller, each Material Contract is a valid and binding obligation of the other party or parties thereto enforceable against such obligations party or parties in accordance with its terms, subject to perform have accruedthe effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law), and is in full force and effect; and no (ii) the Seller or the applicable Transferred Subsidiary party thereto is not in material breach or defaultdefault under any Material Contract; (iii) none of the Material Contracts has been validly canceled by the other party thereto; (iv) to the Knowledge of the Seller, alleged no other party is in material breach of, violation of, or default under any Material Contract; and (v) the Seller has not received any written claim of breach or default, or event which would (with to the passage Knowledge of timethe Seller, notice or both) constitute a material oral claim of breach or default thereunder by Seller or Company ordefault, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any such Material Contract.

Material Contracts. (a) Except for the Contracts disclosed in Schedule 2.5 lists each Contract 3.11, neither Parent nor Seller is a party to which Seller (with respect or subject to any of the following agreements, contracts or commitments relating primarily to the Business: (i) any real property lease; (ii) any contract for the purchase of materials, supplies, goods, services, equipment or Company is a party or to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides other assets providing for annual payments to or performance by Seller or Company pursuant to which in excess of $250,000 the last year Seller paid in the aggregate, $25,000 or more; (biii) is a Supplier Contract any sales, distribution or other similar agreement providing for the sale by Seller of materials, supplies, goods, services, equipment or other assets that provides for annual payments by to Seller, or pursuant to which in the last year either Seller or Company in excess of $250,000 an Affiliate received in the aggregate, $25,000 or more; (civ) is a Government Contractany partnership, joint venture or other similar contract arrangement or agreement; (dv) after June 27, 1997 obligates Seller or Company any contract relating to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent indebtedness for borrowed money or the absence deferred purchase price of which would have a property (whether incurred, assumed, guaranteed or secured by an asset); (vi) any material adverse effect on license agreement, franchise agreement or agreement in respect of similar rights granted to or held by Seller; (vii) any agency, dealer, sales representative or other similar agreement; (viii) any agreement, contract or commitment that substantially limits the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability freedom of Seller (with respect to the Business) or Company to compete in any line of business or with any Person or in any area or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Purchased Asset or that would so limit the freedom of Buyer after the Closing Date; (ix) any agreement, contract or commitment which is or relates to conduct its business in any manner an agreement with or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation benefit of any AffiliateAffiliate of Seller; (x) any employment agreement; or (xi) any other agreement, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was commitment not made in the ordinary course of business which is material to the Business. (each of which, together with each Contracts relating b) Each Contract required to any of the Intangible Property listed on Schedule 2.7, being be disclosed pursuant to Section 3.11 is a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; binding agreement of either Parent or Seller or Companyas the case may be and is in full force and effect, as applicableand the relevant party is not, has duly performed in all material respects all of its obligations thereunder nor to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller Parent and CompanySeller, any other party or obligor with thereto is in default in any material respect theretounder the terms of any such Contract, nor, to the knowledge of Parent and Seller, has any event or circumstance occurred that, with notice or as a result lapse of this Agreement time or performance thereof will occur. The consummation both, would constitute any event of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contractdefault thereunder.

Material Contracts. Schedule 2.5 lists each Contract Section 4.15 of the Partnership Disclosure Letter contains a list, as of the date hereof, of the following Contracts (each, a “Material Contract”) to which Seller the Partnership or a Partnership Subsidiary is party (with respect to the Business) or Company is a party or to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that other than purchase orders): (a) is a Customer Contract that provides for Contracts involving future payments to by the Partnership or performance by Seller or Company any Partnership Subsidiary in excess of $250,000 300,000 in any future calendar year that cannot be terminated without penalty by the aggregatePartnership or any Partnership Subsidiary upon sixty (60) days’ or less prior notice, (b) is a Supplier Contract Contracts that provides for payments by Seller materially restrain, limit or Company in excess impede the Partnership’s or the Partnership Subsidiaries’ ability to compete with or conduct any business or line of $250,000 in business (other than distribution Contracts that contain such restrictions, limitations or impediments relating to the aggregateproducts and territories that are the subject of such distribution Contracts), (c) is a Government ContractContracts with Affiliates, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregateemployment Contracts and severance Contracts with employees, (e) has an unexpired term as Contracts with respect to Indebtedness of the date hereof in excess of three yearsPartnership or any Partnership Subsidiary, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the BusinessGovernment Contracts, (g) provides for an extension of credit other than consistent with normal credit termspartnership, joint venture, strategic alliance, stockholders’, joint development or similar Contracts, (h) limits Contracts for management services, financial advisory or restricts similar arrangements that will not terminate at the ability Closing without further liability to or obligations of Seller (with respect to the Business) Partnership or Company to compete the Partnership Subsidiaries, other than such Contracts that have terminated but for customary indemnification or otherwise to conduct its business in any manner or placeconfidentiality provisions that remain operative, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, and (j) grants a power of attorney, agency Contracts involving any resolution or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation settlement of any Affiliateactual or threatened Action, officer litigation, arbitration, claim or director other dispute and involving any outstanding payment obligations or containing any restrictions on the operations of the Partnership or any AssociatePartnership Subsidiary other than any confidentiality, of Seller release or Company to Seller or Companynon-disparagement provisions. Notwithstanding anything in this Section 4.15, (m) requires Seller or Company to buy or sell goods or services with respect to which there “Material Contracts” shall not include any Contract that will be material losses fully performed or will be costs and expenses materially in excess satisfied as of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred prior to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract")Closing. True and complete copies of each all Material Contract, including all amendments and supplements thereto, Contracts have been made available to Buyer. Each Parent and (i) neither the Partnership nor any of the Partnership Subsidiaries is in material default under any Material Contract and (ii) to the Knowledge of the Partnership, no other party to any Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that default under such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company or, to the best knowledge of Seller and Company, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contract.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect to the Business) or Company is a party or to which Seller or Company or any of their properties is subject or by which Seller or Company is bound that (a) is Except for this Agreement and the Termination Agreements, Section 3.21 of the Diamond Disclosure Letter contains a Customer Contract that provides for payments to or performance by Seller or Company in excess of $250,000 in the aggregatecomplete and correct list, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof of this Agreement, of each Contract described below in excess this Section 3.21(a) under which Diamond or any Diamond Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of three yearstheir respective properties or assets is subject, in each case as of the date of this Agreement (fall Contracts of the type described in this Section 3.21(a) represents a being referred to herein as the “Diamond Material Contracts”): (A) any joint venture, partnership or other similar Contract upon which relating to the Business is substantially dependent formation, creation, operation, management or control of any joint venture, partnership or limited liability company or any research and development project Contract, and (B) any shareholders, investors rights, registration rights or similar agreement or arrangement with or relating to the absence of which would have a material adverse effect on the Business, Diamond Subsidiaries; (gii) any Contract that (A) provides for an extension the acquisition or divestiture of credit any vessel or any other material asset, including any Diamond Vessel (other than consistent with normal credit termsacquisitions or dispositions of inventory in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) and (hB) limits contains outstanding obligations that are material to Diamond and its Subsidiaries, taken as a whole; (iii) any Contract (excluding non-exclusive licenses for uncustomized, commercially available “off the shelf” Software or restricts the ability of Seller IT Systems (in each case, in object code form, if applicable) licensed pursuant to standard terms and conditions) under which Diamond or any Diamond Subsidiary is granted any license or other rights with respect to any Intellectual Property or IT Systems of a third party (including by means of covenants not to s▇▇ or software-as-a-service agreements), which Contract or Intellectual Property is material to Diamond or the BusinessDiamond Subsidiaries; (iv) any Contract under which Diamond or Company any Diamond Subsidiary has granted to compete a third party any license or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (other rights with respect to the Business) or Company, any Diamond Intellectual Property (j) grants a power including by means of attorney, agency or similar authority covenants not to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3s▇▇), which Contract or Intellectual Property is material to Diamond or the Diamond Subsidiaries (n) is an offshore production contract or (o) was not made excluding non-exclusive licenses granted in the ordinary course of business (A) to customers or (B) to service providers for use for the benefit of Diamond or the Diamond Subsidiaries); (v) any Contract with any Governmental Entity; (vi) each Contract that (A) limits in any material respect the freedom of whichDiamond or any of its affiliates to solicit any client or customer, or to compete in any line of business or geographic region, or with any Person, including any Contract (1) that requires Diamond and its affiliates to work exclusively or preferentially with any Person in any line of business or geographic region, (2) which by its terms would so limit the freedom of Seaways and its affiliates after the Effective Time or (3) contains a “most favored nation” provision in favor the other party or (B) is a requirements or “take or pay” Contract or (C) requires Diamond to purchase a minimum amount of a particular product from a supplier, in the case of clauses (B) and (C) that is material to Diamond and its Subsidiaries, taken as a whole; (vii) any Contract with (A) any Person that, by itself or together with its affiliates or those acting in concert with it, beneficially owns, or has the right to acquire beneficial ownership of, at least five percent (5%) of the Diamond Shares, including the Diamond Principal Shareholders or (B) any affiliates of Diamond (other than Diamond Subsidiaries); (viii) all material Contracts, obligations or commitments (w) with change of control provisions that are triggered, (x) that otherwise require consent, (y) grant a right to terminate, accelerate or otherwise amend the terms of an existing or contemplated Contract, or (z) that result in any payment becoming due from Diamond or a Diamond Subsidiary, in each case, as a result of the Transactions; (ix) any shareholders, investors rights, registration rights or similar agreement or arrangement with or relating to Diamond; (x) any Contract involving the settlement of any claim, action or proceeding or threatened claim, action or proceeding (or series of related, claims actions or proceedings) (A) which (x) will involve payments after the date hereof, or involved payments, in excess of $1,000,000 or (y) will impose, or imposed, monitoring or reporting obligations to any other Person outside the ordinary course of business or material restrictions on Diamond or any Diamond Subsidiary (including any restrictions on exploitation of Diamond Intellectual Property) or (B) with respect to which material conditions precedent to the settlement have not been satisfied; (xi) (A) any loan Contracts, notes, letters of credit and other evidences of Indebtedness in excess of $1,000,000, (B) any mortgages, pledges and other evidences of liens securing such obligations or any material real or other property and (C) any guarantees supporting such obligations and financing Contracts including change of control provisions, other than Contracts solely among Diamond and any wholly owned Diamond Subsidiary; (xii) any Contract that relates to the time or bareboat chartering (including time charters, bareboat charters or similar agreements with Governmental Entities), management (technical and/or commercial), crewing, operation, stacking, finance leasing (including sale/leaseback or similar arrangements) or pooling of any Diamond Vessel that has resulted in payments to or by Diamond or any Diamond Subsidiary of more than $2,000,000 in the aggregate for the prior fiscal year; (xiii) any ship-sales, memorandum of agreement or other vessel acquisition Contract entered into since January 1, 2020 other than with respect to the Diamond Vessels and any Contract entered into since January 1, 2020 with respect to Newbuildings and the financing thereof, including performance guarantees, counter guarantees, refund guarantees, supervision agreements and plan verification services agreements; (xiv) any Contract relating to operations of, management of or provision of services to the DASM Joint Venture or the Norden Product Pool; (xv) any Contract with a Diamond Material Supplier; (xvi) any Contract pursuant to which Diamond or any Diamond Subsidiary spent or received, in the aggregate, more than $2,000,000 during the 12 months prior to the date hereof or could reasonably be expected to spend or receive, in the aggregate, more than $2,000,000 during the 12 months immediately after the date hereof (including any Contract relating to any future capital expenditures by Diamond or any of its Subsidiaries and excluding any voyage charters); and (xvii) any Contract not otherwise described in any other subsection of this Section 3.21(a) that would constitute a “material contract” (as such term is defined in Item 601(b) of Regulation S-K of the Intangible Property listed on Schedule 2.7SEC) with respect to Diamond. (b) Diamond has provided to Seaways prior to the date of this Agreement a true, being a "Material Contract"). True copies correct and complete copy of each written Diamond Material ContractContract as in effect on the date of this Agreement. Neither Diamond nor any Diamond Subsidiary is in breach of or default under the terms of any Diamond Material Contract where such breach or default has had or would reasonably be expected to have, including all amendments and supplements theretoindividually or in the aggregate, have been made available a Diamond Material Adverse Effect. To the knowledge of Diamond, as of the date hereof, no other party to Buyer. Each any Diamond Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or defaultin, or event which would (with is alleged to be in, breach of or default under the passage terms of time, notice or both) constitute a material any Diamond Material Contract where such breach or default thereunder by Seller has had or Company would reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Diamond Material Adverse Effect, each Diamond Material Contract is a valid and binding obligation of Diamond or the Diamond Subsidiary which is party thereto and, to the knowledge of Diamond, of each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions. There are no material disputes pending or, to the best knowledge of Seller Diamond, threatened with respect to any Diamond Material Contract and Company, neither Diamond nor any Diamond Subsidiary has received any written notice of the intention of any other party to a Diamond Material Contract to terminate for default, convenience or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give renew any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Diamond Material Contract, nor to the knowledge of Diamond, is any such party threatening to do so.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (a) As of the date of this Agreement, except for this Agreement, the Company Benefit Plans, Contracts filed with respect the SEC prior to the Businessdate hereof or as set forth on Section 3.22(a) or of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by, as of the date hereof, any Contract (whether written or oral) which is (i) a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, contract, lease, license or other binding commitment (other than those between the Company and its Subsidiaries) relating to indebtedness or other obligation to make payment in an amount in excess of $5 million individually, (iii) a contract, which Seller or to the Knowledge of the Company purports to materially limit the right of the Company or any of their properties its Affiliates to engage or compete in any line of business in which the Company or its Subsidiaries is engaged or to compete with any person or operate in any location, (iv) a contract that creates a partnership or joint venture or similar arrangement with respect to any significant portion of the business of the Company or its Subsidiaries taken as a whole, (v) settlement or similar agreement with any governmental entity or order or consent of a governmental entity to which the Company or any of its Subsidiaries is subject or by which Seller or Company is bound that (a) is a Customer Contract that provides for payments to or involving future performance by Seller the Company or any of its Subsidiaries which is material to the Company and any of its Subsidiaries taken as a whole (all contracts of the type described in excess this Section 3.22(a), together with Contracts with the top 24 transportation suppliers and top 22 customers of $250,000 the Company (as measured by annual spend or revenues, respectively, which supplier and customer Contracts are set forth in Section 3.22 of the Company Disclosure Schedule (the “Material Customer/Supplier Contracts”)), being referred to herein as “Company Material Contracts”). (b) Other than as a result of the expiration or termination of any Company Material Contract in accordance with its terms and except as would not have, either individually or in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, (d) after June 27, 1997 obligates Seller or Company to pay an amount of $250,000 or more in the aggregate, (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or placeMaterial Adverse Effect, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or each Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts (other than as provided for or otherwise reserved against on the most recent of the balance sheets referred to in Section 2.3), (n) is an offshore production contract or (o) was not made in the ordinary course of business (each of which, together with each Contracts relating to any of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to Buyer. Each Material Contract is valid and subsisting; Seller or Companybinding on the Company and any of its Subsidiaries that is a party thereto, as applicable, and in full force and effect, (ii) the Company and each of its Subsidiaries has duly performed in all material respects performed all obligations required to be performed by it to date under each Company Material Contract, and (iii) neither the Company nor any of its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or defaultSubsidiaries has Knowledge of, or has received notice of, the existence of any event or condition which would (with the passage of timeconstitutes, or, after notice or lapse of time or both) constitute , will constitute, a material breach default on the part of the Company or default thereunder by Seller any of its Subsidiaries or their counterparties under any such Company orMaterial Contract. Since December 31, 2006, other than as would not reasonably be expected to have, individually or in the best knowledge aggregate, a Company Material Adverse Effect, neither the Company -25- nor any of Seller and Companyits subsidiaries has received any written notice that any counterparty to a Material Customer/Supplier Contract (i) has reduced or will reduce the use of products or services of the Company or any of its Subsidiaries, any other party or obligor with respect thereto(ii) has sought to terminate or amend the terms of a Material Customer/Supplier Contract, has occurred or including in each case as a result of this the Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under any Material Contracthereby.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (with respect Except for Contracts filed as exhibits to the BusinessCompany SEC Reports or as disclosed in Section 3.15 of the Company Disclosure Letter, as of the date of this Agreement, (i) or neither the Company nor any of its Subsidiaries is a party to, and (ii) none of the Company, any of its Subsidiaries or any of their respective properties or assets are bound by (in each case, other than any Company Employee Benefit) (collectively, the Contracts of the type described in clauses (a) through (j) below are referred to herein as, the “Material Contracts”): (a) any Contract that is or would be required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10)(i) of Regulation S-K under the Securities Act or disclosed by the Company in a Current Report on Form 8-K since the Balance Sheet Date and before the date hereof; (b) any Contract (excluding any Contract under which Seller or the Company or any of their properties its Subsidiaries grant a license with respect to any Owned Intellectual Property) containing a covenant limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business, to carry on business in any geographic region, to offer any product or service or operate within any industry or commercial field, or to compete with any Person to the extent such limitation is subject material to the conduct of the business of the Company and its Subsidiaries, taken as a whole, as presently conducted; (c) any Contract under which the Company or by which Seller the applicable Subsidiary has granted to a third party any exclusive license with respect to any Owned Intellectual Property that contains a minimum guaranteed royalty obligation (or Company is bound that (aother comparable payment guarantee) is a Customer Contract that provides for payments to or performance by Seller or Company in excess of more than $250,000 in royalties or other fees for the aggregatecalendar year ended December 31, (b) is a Supplier Contract that provides for payments by Seller or Company in excess of $250,000 in the aggregate, (c) is a Government Contract, 2017; (d) after June 27any limited liability company agreement, 1997 obligates Seller joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company to pay an amount or any of $250,000 its Subsidiaries, other than any such limited liability company, partnership or more in joint venture that is a Subsidiary of the aggregate, Company; (e) has an unexpired term as of the date hereof in excess of three years, (f) represents a any Contract upon under which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to the Business) or Company, (j) grants a power of attorney, agency or similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of expected receipts Person (other than as provided for the Company or otherwise reserved against on the most recent any of its Subsidiaries) has directly or indirectly guaranteed Liabilities of the balance sheets referred to Company or any of its Subsidiaries or (ii) the Company or any Subsidiary has directly or indirectly guaranteed Liabilities of any Person (other than the Company or any Subsidiary) (in Section 2.3each case of (i) and (ii), (n) is an offshore production contract or (o) was not made which guarantee obligation exceeds $250,000, other than, in each case, endorsements for the purpose of collection in the ordinary course of business business); (each f) any Contract under which the Company or the applicable Subsidiary has borrowed any money from, or issued any note, bond, debenture or other evidence of whichindebtedness to, together with each Contracts any Person (other than the Company or any of its Subsidiaries), in any such case which the outstanding balance, individually, is in excess of $250,000; (g) any Contract (other than among consolidated Subsidiaries of the Company) relating to any interest rate, currency or commodity derivatives or hedging transactions involving an amount in excess of $250,000; (h) any Contract under which the Company or the applicable Subsidiary, directly or indirectly, has agreed to make any advance, loan, extension of credit or capital contribution to, or other investment in, any Person that will be outstanding after the date hereof (other than the Company or any of its Subsidiaries and other than extensions of trade credit in the ordinary course of business), in any such case which, individually, is in excess of $250,000; (i) any Contract that prohibits the pledging of capital stock of the Intangible Property listed on Schedule 2.7Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company, being in each case, other than pursuant to any joint venture; (j) any Contract that requires the future acquisition from another Person or future disposition to another Person of assets or capital stock or other equity interest of another Person and any other Contract that relates to an acquisition or similar transaction which contain indemnities or “earn-out” obligations with respect to the Company or any of its Subsidiaries, in any such case, that remain in effect and have a "value in excess of $250,000; and (k) any Contract for indemnification, advancement of expenses and or exculpation of liability with any current or former director or executive officer of the Company or any of its Subsidiaries. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Contract"). True copies of Adverse Effect: (i) each Material ContractContract is, including all amendments subject to the Enforceability Exceptions, a valid and supplements binding agreement of the Company or its applicable Subsidiary and, to the Knowledge of the Company, each other party thereto, have been made available and is in full force and effect and enforceable against the Company or its Subsidiary and, to Buyer. Each Material Contract is valid and subsisting; Seller or the Knowledge of the Company, as applicableeach other party thereto, has duly performed in all material respects all accordance with its terms, (ii) none of the Company, its obligations thereunder to the extent that such obligations to perform have accrued; and no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by Seller or Company applicable Subsidiary or, to the best knowledge Knowledge of Seller and the Company, any other party or obligor with respect thereto, is in breach of or default under any such Material Contract, (iii) to the Knowledge of the Company, no party to any Material Contract has committed or failed to perform any act under and no event has occurred which, with or as without notice, lapse of time or both, would constitute a default, require consent or result in the loss of this Agreement a material benefit or performance thereof will occur. The consummation give rise to any right of termination, amendment, acceleration or cancellation, under the provisions of such Material Contract, and (iv) neither the Company nor any of its Subsidiaries has received written notice from any other party to a Material Contract of the transactions contemplated by this Agreement will not (and will not give existence of any person a right to) terminate or modify any rights ofevent, or accelerate condition which constitutes, or, after notice or augment lapse of time or both, will constitute, a default on the part of the Company or any obligation of, Seller or Company of its Subsidiaries under any Material Contract. The Company has made available to Parent true and complete copies of all Material Contracts in effect as of the date hereof, including any material amendments thereto.