Common use of Material Contracts Clause in Contracts

Material Contracts. The Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of any of the following to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period; (b) all written management, compensation, employment or other contracts entered into with any executive officer or director of the Company or any Subsidiary of the Company; (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penalties.

Material Contracts. The Company (a) Section 3.15(a) of the Disclosure Letter Schedule sets forth a complete and accurate list list, as of the date of this Agreement of hereof, and the Company has made available to Parent (or Parent’s outside counsel) true, correct and complete (subject to any of the following necessary redactions) copies of, each Contract, to which the Company or any Subsidiary of the Company its Subsidiaries is a party or by which the Company Company, any of its Subsidiaries or any Subsidiary of their respective properties or assets is bound that: (i) would be required to be filed by the Company is bound (each, as a "COMPANY MATERIAL CONTRACT"):“material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K; (aii) all contracts, agreements, commitments or understandings which involve payments or receipts contains any “most favored nations” terms and conditions (including with respect to pricing) granted by the Company or any of its Subsidiaries or any covenants that limit in excess any material respect the freedom of the Company or any of its Subsidiaries to compete or engage in any line of business or in any geographic area; (iii) provides for or governs the formation, creation, operation, management or control of any partnership, joint venture or similar profit-sharing arrangement that is material to the business of the Company and its Subsidiaries, taken as a whole; (iv) involves (A) the use or license by the Company or any of its Subsidiaries of any material Intellectual Property Rights owned by a third party (other than shrink-wrap, click-wrap and off-the-shelf or commercially available software and non-disclosure agreements entered into in the ordinary course of business consistent with past practice), or (B) the joint development of products or technology with a third party; (v) involves the license by the Company or any of its Subsidiaries of any of its material Intellectual Property Rights to any third party (other than (A) as ancillary to a sale of products to customers or the purchase or use of equipment, reagents or other materials and (B) any materials provided under material transfer agreements entered into in the ordinary course of business); (vi) constitutes a manufacturing, supply, distribution, research, development, clinical (including clinical research organization), commercialization or marketing agreement that provides for minimum payment obligations by the Company and/or any of its Subsidiaries of at least $1,000,000 during 250,000 in the aggregate in any prospective twelve (12) month period; (bvii) all written managementother than solely among wholly owned Subsidiaries of the Company, compensationrelates to indebtedness of the Company or any of its Subsidiaries, employment whether incurred, assumed, guaranteed or secured by any asset, having an outstanding principal amount in excess of $250,000 in the aggregate; (viii) any agreement relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification or other contracts entered into contingent payment obligations; (ix) constitutes a Plan pursuant to which the Company or any Subsidiary is or may become obligated to (A) make any severance, termination, tax gross-up or similar payment to any Company Employee or any spouse or heir of any Company Employee, (B) make any bonus, deferred compensation or similar payment (other than payments constituting base salary, bonus or compensation paid in the ordinary course of business consistent with past practice) to any Company Employee or (C) grant or accelerate the vesting of, or otherwise modify, any Company Options and Company RSU Award other than accelerated vesting as required by Company Plans; (x) is a settlement, conciliation or similar agreement with or before any Governmental Body and pursuant to which the Company or any of its Subsidiaries will be required after the date of this Agreement to pay consideration in excess of $250,000 in the aggregate in respect of such agreement or require the Company or any Subsidiary to conduct its business in accordance with any executive officer material obligations or limitations from and after the execution of such agreement; (xi) other than any Plan, requires or permits the Company or any Subsidiary of the Company, or any successor, to, or acquirer of the Company, to make any payment to another person as a result of a change of control of the Company (a “Change of Control Payment”) or gives another Person a right to receive or elect to receive a Change of Control Payment; (xii) provides for: (A) reimbursement of any Company Employee for, or advancement to any Company Employee of, material legal fees or other material expenses associated with any Legal Proceeding or the defense thereof; or (B) indemnification of any officer, director or employee of the Company or any Subsidiary of the Company; (cxiii) all contracts or agreements under which obligates the Company or any Subsidiary of its Subsidiaries to pay future milestones, royalty payments or similar payments and that are not included in the Company has any outstanding indebtedness, obligation In-bound Licenses or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liabilityOut-bound Licenses; (dxiv) all bonds grants to any Person a right of first refusal or agreements of guarantee option to purchase or indemnification in which acquire any material assets from the Company or its Subsidiaries; (xv) any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of Contract between the Company or any Subsidiary of the Company;, on the one hand, and a Governmental Body, on the other; and (exvi) all noncompete agreements involves any collective bargaining agreement or other works council, trade union, labor association, employee representative or collective labor contract with respect to which its employees of the CompanyCompany or its Subsidiaries (collectively, any the “Labor Agreements”). Each Contract of the type described in clauses (i) through (xvi) above is referred to herein as a “Material Contract”. (b) To the Knowledge of the Company (i) each Material Contract is valid and binding on the Company or the Subsidiary of the Company that is a party thereto and, to the Knowledge of the Company, each other party thereto and is in full force and effect, subject to the Enforceability Exceptions, (ii) the Company and its Subsidiaries have, and, to the Knowledge of the Company, each other party thereto has, performed and complied in all material respects with all obligations required to be performed or complied with by them under each Material Contract to date, (iii) there is no default under any Material Contract by the Company or any affiliate thereof is a party; of its Subsidiaries, or, to the Knowledge of the Company, by any other party thereto, and (fiv) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years’s Knowledge, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of its Subsidiaries has received any Company written notice from any third party to any Material Contract that such party intends to terminate, or not renew, such Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penalties.

Material Contracts. The (a) Part 2.9(a) of the Company Disclosure Letter sets Schedule lists each Contract (other than any Company Plan set forth a complete in Part 2.15(a) of the Company Disclosure Schedule) that is in effect, and accurate list that has not expired or been terminated in accordance with its terms, as of the date of this Agreement of any of the following to which the Company or any Subsidiary of the Company is a party or by which any of its properties or assets are otherwise bound of the Company or any Subsidiary following categories (such Contracts required to be disclosed under Part 2.9(a) of the Company is bound (eachDisclosure Schedule, a "COMPANY MATERIAL CONTRACT"the “Material Contracts”): (ai) all contractsany Contract (or group of related Contracts), agreementsother than a Company Plan, commitments that requires future payments by or understandings which involve payments or receipts by to the Company or any of its Subsidiaries in excess of $1,000,000 during 100,000 in any twelve month periodcalendar year, including any such Contract (or group of such Contracts that are related) for the purchase, lease or sale of real property, raw materials, goods, commodities, utilities, equipment, supplies, products or other personal property, or for the provision or receipt of services, in each case to the extent the Contract is not terminable without penalty on 90 days’ or shorter notice; (bii) all written management, compensation, employment any Contract relating to the acquisition or disposition by the Company of any operating business or assets (other than pursuant to non-exclusive licenses or grants of non-exclusive rights); (B) any Contract relating to the acquisition or disposition by the Company of any operating business or assets (other than pursuant to non-exclusive licenses or grants of non-exclusive rights) under which the Company has any executory covenants or indemnification or other contracts obligations or rights (including put or call options); or (C) any Contract under which the Company have any indemnification obligations, other than any such Contracts entered into with in the Ordinary Course of Business; (iii) any executive officer guaranty, surety or director performance bond or letter of credit issued or posted, as applicable, by the Company; (B) any Contract evidencing or relating to Debt of the Company or providing for the creation of or granting any Subsidiary Lien upon any of the property or assets of the Company (excluding Permitted Liens); (C) any Contract (1) relating to any loan or advance to any Person which is outstanding as of the date of this Agreement (other than immaterial advances to employees and consultants in the Ordinary Course of Business) or (2) obligating or committing the Company to make any such loans or advances; and (D) any currency, commodity or other hedging or swap Contract; (iv) any Contract creating or purporting to create any partnership, alliance or joint venture or any sharing of profits or losses by the Company with any Third Party; or (B) any Contract that provides for “earn-outs” or other contingent payments by or to the Company that have not yet been paid to the Company (excluding any contingent payments arising pursuant to recruiting agreements for Company Service Providers entered in into in the Ordinary Course of Business); (v) any collective bargaining agreement or similar Contract with any trade union, works council or other labor organization; (vi) any offer letter, employment agreement, independent contractor agreement or other Contract with any current Company Service Provider pursuant to which the Company is or reasonably could be obligated to pay compensation (excluding variable compensation) in excess of $100,000 annually; (vii) any Contract that is a settlement, conciliation, or similar agreement with any Governmental Body or that imposes any monetary or other material obligations upon the Company to any Governmental Body after the date of this Agreement; (viii) all joint venture, partnership (involving sharing of profits) or similar Contracts (and not including any sharing of profits by a Third Party with the Company that are based on sales of goods or services other than Company Products); (ix) any Contract under which any Governmental Body has any material rights; (A) any Contract containing covenants restricting or purporting to restrict competition which, in either case, have, would have or purport to have the effect of prohibiting the Company, or, after the Closing, Parent or the Surviving Entity from engaging in any business or activity in any geographic area or other jurisdiction, other than any such covenant set forth in this Agreement or the agreements ancillary hereto; (B) any Contract in which the Company has granted “exclusivity” or that requires the Company to deal exclusively with, or grant exclusive rights or rights of first refusal to, any customer, vendor, supplier, distributor, contractor or other Person or that is a requirements contract; (C) any Contract that includes minimum purchase conditions or other requirements, in either case that exceed $100,000 in any calendar year to the extent the Contract is not terminable without penalty on 90 days’ or shorter notice; or (D) any Contract containing a “most-favored-nation,” “best pricing” or other similar term or provision by which another party to such Contract or any other Person is, or could become, entitled to any benefit, right or privilege which, under the terms of such Contract, is required to be at least as favorable to such party as those offered to another Person; (xi) any Contract involving a sales agent, representative, distributor, reseller, middleman, marketer, broker, franchisor or similar Person who is entitled to receive commissions, fees or markups related to the provision or resale of goods or services of the Company; (cxii) all contracts any Contract involving commitments to make capital expenditures or agreements to Contract, purchase or sell assets involving $100,000 or more; (xiii) any lease, sublease, rental or occupancy agreement, license (not relating to Intellectual Property), installment, and conditional sale agreement or agreement under which the Company is the lessee or lessor of, or owns, uses or operates any Subsidiary leasehold or other interest in any real or personal property; (xiv) the Company Intellectual Property Agreements; and (xv) any Contract (excluding any Contract disclosed in Part 2.14(f) of the Company has any outstanding indebtedness, obligation Disclosure Schedule) that contains a change in control clause or liability for borrowed money or similar provision that would be reasonably be expected to be triggered in connection with the deferred purchase price consummation of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification Contemplated Transactions and would result in which payments by the Company or any Subsidiary successor thereto in excess of $100,000, individually or in the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Qaggregate; and (hxvi) all agreements relating any Contract not otherwise listed or required to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth be listed in Part 2.9(a) of the Company Disclosure LetterSchedule (including Company Intellectual Property Agreements) that, if terminated, or if such Contract expired without being renewed, would have a Company Material Adverse Effect. (ib) neither the Company nor any Subsidiary With respect to each Material Contract listed in Part 2.9(a) of the Company Disclosure Schedule, such Material Contract is, to the Knowledge of the Company, binding and enforceable against the Company and, to the Knowledge of the Company, against each party thereto other than the Company, in accordance with its terms, subject to (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (B) rules of Law governing specific performance, injunctive relief and other equitable remedies. Except for breaches, violations or defaults which have not had, and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company is not in violation of any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the terms of provisions of, any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagesand, (ii) to the knowledge Knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company to such Material Contract is validin violation of any provision, binding or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Material Contract. Since January 1, 2021, the Company has not received any written notice or, to the Knowledge of the Company, other communication regarding any actual or possible violation or breach of, or default under, any Material Contract by the Company. The Company has made available to Parent true and in full force and effect complete copies of each such Material Contract in all material respectsrespects (including all modifications, amendments and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtednesssupplements thereto and waivers thereunder, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesbut not including purchase orders and similar confirmatory documents not specific to provisions that make such Contract a Material Contract).

Material Contracts. The Company (a) Section 3.17(a) of the Disclosure Letter sets forth lists all contracts, agreements, commitments, arrangements, leases (including with respect to personal property) and other instruments to which the Company or any of its Subsidiaries is a complete and accurate list party or by which the Company, any of its Subsidiaries or any of their respective properties or assets is bound (other than Plans) as of the date of this Agreement of any of the following that: (i) are or would be required to which be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or any Subsidiary of disclosed by the Company is on a party or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):Current Report on Form 8-K; (aii) all contracts, agreements, commitments or understandings which involve payments or receipts by contain non-compete covenants that restrict in any material respect the operations of the Company or any of its Subsidiaries (or which, immediately following the consummation of the Merger, would restrict in excess any material respect the operations of $1,000,000 during the Surviving Corporation or any twelve month periodof its Affiliates); (biii) all written managementwith respect to a joint venture, compensationpartnership, employment limited liability or other contracts entered into with similar agreement or arrangement, relate to the formation, creation, operation, management or control of any executive officer partnership or director joint venture that is material to the business of the Company or any Subsidiary of the Companyand its Subsidiaries, taken as a whole; (civ) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability relate to (A) indebtedness for borrowed money or the deferred purchase price of property and having an outstanding principal amount in excess of $20,000,000 as of December 31, 2006 or has (B) conditional sale arrangements, the right sale, securitization or obligation to incur any servicing of loans or loan portfolios, in each case in connection with which the aggregate actual or contingent obligations of the Company and its Subsidiaries under such indebtedness, obligation or liabilitycontract are greater than $20,000,000; (dv) all bonds were entered into after September 30, 2006 or agreements not yet consummated, and involve the acquisition from another Person or disposition to another Person, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration under such contract in excess of $20,000,000 (other than acquisitions or dispositions of assets in the ordinary course of business, including acquisitions and dispositions of inventory); (vi) relate to an acquisition, divestiture, merger or similar transaction that contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations), that are still in effect and, individually or in the aggregate, would reasonably be expected to result in payments in excess of $20,000,000; (vii) contain material restrictions with respect to payment of dividends or any distributions in respect of the capital stock or other equity interests of the Company or any of its Subsidiaries outside the ordinary course of business; (viii) other than in the ordinary course of business and an acquisition permitted under clause (vi) above, obligate the Company to make any capital commitment or expenditure (including pursuant to any joint venture); (ix) relate to any guarantee or indemnification assumption of other obligations or reimbursement of any maker of a letter of credit, except for joint venture agreements and other agreements entered into in the ordinary course of business consistent with past practice; (x) relate to the purchase or sale of material real property; or (xi) are license agreements that are material to the business of the Company and its Subsidiaries, taken as a whole, pursuant to which the Company or any Subsidiary of its Subsidiaries is a party and licenses in Company Intellectual Property Rights or licenses out Company Intellectual Property owned by the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent)Company, other than any such guarantees license agreements for software that is generally commercially available. Each contract of the obligations of the Company or any Subsidiary of the Company;type described in clauses (i) through (xi) is referred to herein as a “Material Contract.” (eb) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth has not had and would not reasonably be expected to have, individually or in the Company Disclosure Letteraggregate, a Material Adverse Effect, (i) neither the Company nor any Subsidiary of the Company each Material Contract is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of valid and binding on the Company or any the Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagesthat is a party thereto and, (ii) to the knowledge of the Company, no each other party thereto and is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respectseffect, and (ivii) the Company and its Subsidiaries have performed and complied with all contracts obligations required to be performed or agreements complied with by them under which each Material Contract. There is no default under any Material Contract by the Company or any Subsidiary of its Subsidiaries or, to the knowledge of the Company, by any other party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries, or to the knowledge of the Company, by any other party, except which has any outstanding indebtednessnot had and would not reasonably be expected to have, obligation individually or liability for borrowed money may be prepaid in full without any prepayment penaltiesthe aggregate, a Material Adverse Effect.

Material Contracts. The (a) Section 4.16(a) of the Company Disclosure Letter sets forth a complete and accurate list Schedule lists, by reference to the applicable subsection, as of the date of this Agreement Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the following Company Disclosure Schedule being the “Material Contracts”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Company Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound further payment and without more than ninety (each, a "COMPANY MATERIAL CONTRACT"): (a90) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month perioddays’ notice; (biv) all written management, compensation, employment contracts involving the payment of royalties or other contracts entered into with amounts calculated based upon the revenues or income of any executive officer or director of the Company or any Subsidiary of the Group Company; (cv) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to 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; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements under which the Company or to use any Subsidiary Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liabilityless than $100,000); (dxiii) all bonds contracts which involve the license or agreements grant of guarantee rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or indemnification sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in which the Company or any Subsidiary ordinary course of the Company acts as surety, guarantor or indemnitor business consistent with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Companypast practice; (exiv) all noncompete agreements contracts involving use, license or grant of any rights to which the Company, any Subsidiary of the material Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-QIntellectual Property; and (hxv) all agreements relating any commitment to material business acquisitions enter into any contract or dispositions during agreement of the last three years, including any separate tax or indemnification agreements. Except as set forth type described in the Company Disclosure Letter, clauses (i) neither – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company nor any Subsidiary and, to the knowledge of the Company is in default under the terms of any Company Material ContractSignatories, which default permits the other party parties thereto, and is enforceable in accordance with its terms, subject to adversely alter the Remedies Exceptions, and the respective Group Company is not in material breach or terminate violation of, or material default under, any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the CompanyCompany Signatories, no other party thereto is in material breach or violation of, or material default in under, any material respect under the terms of any Company Material Contract, ; and (iii) each Company Material Contract is validthe Group Companies have not received any written, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which to the Company or any Subsidiary knowledge of the Company has Signatories, oral claim of default under any outstanding indebtednesssuch Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, obligation or liability for borrowed money may be prepaid in full correct and complete copies of all Material Contracts without any prepayment penaltiesredaction, including all modifications, amendments and supplements thereto.

Material Contracts. The Company Disclosure Letter sets forth a complete and accurate list as of the date (a) For purposes of this Agreement of any of Agreement, “Material Contract” shall mean the following to which the Company or any Subsidiary of the Company is a party or any of their assets are bound: (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act), whether or not filed by the Company with the Commission; (ii) any employment or consulting contract (in each case with respect to which the Company has continuing obligations as of the date hereof) with any current or former (x) executive officer of the Company, (y) member of the Board of Directors, or (z) Company employee providing for an annual base salary in excess of $200,000; (iii) any contract providing for indemnification or any guaranty by the Company, in each case that is material to the Company, other than any contract providing for indemnification of customers or other Persons pursuant to contracts entered into in the ordinary course of business; (iv) any contract that purports to limit in any material respect the right of the Company (x) to engage in any line of business, or (y) to compete with any Person or operate in any geographical location; (v) any contract relating to the disposition or acquisition, directly or indirectly (by merger or otherwise), by the Company of assets with a fair market value in excess of $250,000; (vi) any contract that contains any provision that requires the purchase of all of the Company’s requirements for a given product or service from a given third party, which product or service is material to the Company; (vii) any contract that obligates the Company to conduct business on an exclusive or preferential basis with any third party; (viii) any partnership, joint venture or similar contract that is material to the Company; (ix) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other contracts, in each case relating to indebtedness for borrowed money, whether as borrower or lender, in each case in excess of $250,000, other than accounts receivables and payables; (x) any employee collective bargaining agreement or other contract with any labor union; (xi) any other contract under which the Company is obligated to make payment or incur costs in excess of $250,000 in any year and which is not otherwise described in clauses (i)–(x) above; (xii) any contract which is not otherwise described in clauses (i)-(xi) above that is material to the Company; or (xiii) any contract relating to material Company IP. (b) (i) All of the Material Contracts are valid and binding on the Company or its Subsidiaries, enforceable against it in accordance with its terms, and are in full force and effect, subject to laws of general application relating to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy, (ii) neither the Company or any Subsidiary of the Company is bound (eachnor, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period; (b) all written management, compensation, employment or other contracts entered into with any executive officer or director of the Company or any Subsidiary of the Company; (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other any third party thereto is in default in violation of any material respect provision of, or failed to perform any obligation required under the terms of provisions of, any Company Material Contract, except as disclosed in Schedule 3.13 and (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which neither the Company or any Subsidiary nor, to the knowledge of the Company Company, any third party, is in breach, or has received written notice of material breach, of any outstanding indebtednessMaterial Contract, obligation or liability for borrowed money may be prepaid except as disclosed in full without any prepayment penaltiesSchedule 3.13.

Material Contracts. The Company Disclosure Letter (a) Schedule 4.9 sets forth a complete and accurate list as of the date of this Agreement of hereof each Other Material Contract, excluding any of the following to which the Company or any Subsidiary of the Company Other Material Contract that is a party or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period;Transferred Asset. (b) all written managementExcept for the Other Material Contracts listed on Schedule 4.9, compensation, employment or other contracts entered into with any executive officer or director neither of the Company Companies is a party to or any Subsidiary is bound by any: (i) as of the Companydate hereof, Programming Agreements; (cii) all contracts partnership or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (giii) each contracts with another Person materially limiting or restricting the ability of the Companies to (A) enter into or engage in any market or line of business or (B) disclose confidential information; (iv) contracts under which the Companies have created, incurred, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation; (v) material settlement, conciliation or similar contracts or agreements other contract or agreement listed as an exhibit than those entered into subsequent to the Company's most recent Form 10-K and 10-Q; anddate hereof in compliance with Section 7.12; (hvi) all contracts or agreements relating containing provisions that provide to material business acquisitions any Person a first refusal, first offer or dispositions during similar preferential right to purchase or acquire any properties or assets of, or equity interests in, the last three yearsCompanies; (vii) powers of attorney or other similar agreements or grants of agency; (viii) agreement for the employment of any individual on a full-time, including any separate tax part-time, consulting, or indemnification agreements. Except as other basis providing annual compensation in excess of $50,000 or providing severance benefits in excess of the Companies’ policies or practices for severance pay set forth on Schedule 4.10, other than those entered into subsequent to the date hereof in compliance with Section 7.12; (ix) agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (x) other contracts, agreements, commitments, understandings or instruments involving the purchase or sale of goods or materials or the performance or receipt of services, in each case involving payments in excess of $100,000 annually; (xi) any lease, sublease, license or other agreement under which the Companies hold any Leased Real Property (other than the Leases set forth on Schedule 4.8(b)); or (xii) any additional Other Material Contract other than those entered into subsequent to the date hereof in compliance with Section 7.12. (c) Each of the Other Material Contracts is (or, in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary case of the Company Cable Venture, upon entry of the Confirmation Order will be) a valid and binding obligation of the Cable Venture or Cable Corp., enforceable against the Cable Venture or Cable Corp., as the case may be, in accordance with its terms. Neither Company, nor to the Companies’ Knowledge, any other party thereto, is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter breach or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under any of the terms Other Material Contracts to which it is a party nor in receipt of any Company written claim of breach or default under such Other Material Contracts. Neither of the Companies nor any Seller Person has received any written notice from any parties to any of the Other Material Contracts of such parties’ intent to not renew, cancel or terminate any of the Other Material Contracts (except in the ordinary course of business with respect to subscriber, multiple dwelling, bulk billing or commercial service agreements). The Retained Programming Agreements have been, or prior to the Closing will be, validly assigned, in accordance with their terms, to the Cable Venture or to Cable Corp. (d) The Cable Venture has made available to the Buyer true, correct and complete copies of all of the written Material Contracts and a written summary setting forth the material terms and conditions of each oral Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penalties.

Material Contracts. The Company (a) Section 4.18 of the Disclosure Letter Schedule sets forth a list of all Material Contracts (as hereinafter defined). The Company has heretofore made available to the Parent true, correct and complete copies of all written or oral contracts and accurate list as of the date of this Agreement of any of the following agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company or any Subsidiary of its subsidiaries is a party affecting the obligations of any party thereunder) to which the Company or any of its subsidiaries is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company and its subsidiaries taken as a whole, including, without limitation, to the extent any of the following are, individually or in the aggregate, material to the business, properties or assets of the Company and its subsidiaries taken as a whole, all: (i) employment, severance, product design or development, personal services, consulting, non-competition or indemnification contracts (including, without limitation, any contract to which the Company or any Subsidiary of its subsidiaries is a party involving employees of the Company) involving an amount in excess of $100,000; (ii) licensing, merchandising or distribution agreements; (iii) contracts granting a right of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material properties or assets, in excess of $250,000, of the Company is bound (eachby merger, a "COMPANY MATERIAL CONTRACT"): purchase or sale of assets or stock or otherwise) entered into since January 1, 1997; (avi) all contracts, loan or credit agreements, commitments mortgages, indentures or understandings which involve payments other agreements or receipts instruments evidencing indebtedness for borrowed money by the Company or any of its Subsidiaries in excess of $1,000,000 during subsidiaries or any twelve month period; such agreement pursuant to which indebtedness for borrowed money may be incurred; (bvii) all written managementagreements that purport to limit, compensation, employment curtail or other contracts entered into with any executive officer or director restrict the ability of the Company or any Subsidiary of its subsidiaries to compete in any geographic area or line of business; and (viii) commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 6.1 hereof, the "Material Contracts"). Neither the Company nor any of its subsidiaries is a party to or bound by any severance or other agreement with any employee or consultant pursuant to which such person would be entitled to receive any additional compensation or an accelerated payment of compensation as a result of the consummation of the Transactions. (b) Each of the Material Contracts constitutes the valid and legally binding obligation of the Company or its subsidiaries, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), and is in full force and effect. There is no default under any Material Contract so listed either by the Company or, to the Company;'s Knowledge, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or, to the Company's Knowledge, any other party. (c) all contracts or agreements under which No party to any such Material Contract has given notice to the Company of or any Subsidiary of made a claim against the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed breach or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesthereunder.

Material Contracts. The Company (a) Other than as set forth on Section 4.10(a) of the Partner Disclosure Letter sets forth a complete and accurate list Schedule, with respect to the Partner Contributed Business, no Partner Party as of the date of this Agreement of any of the following to which the Company or any Subsidiary of the Company hereof is a party to or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):by: (ai) all contractsany lease (whether of real or personal property) (A) providing for annual rentals of $200,000 or more that cannot be terminated on not more than 60 days’ notice without payment by a Partner Party of any material penalty or (B) under which it is a lessor of or permits any third party to hold or operate any property owned by it; (ii) any agreement for the purchase of materials, agreementssupplies, commitments goods, services, equipment or understandings which involve other assets providing for either (A) annual payments or receipts by the Company Partner Parties of $200,000 or more or (B) aggregate payments by the Partner Parties of $200,000 or more, in each case that cannot be terminated on not more than 60 days’ notice without payment by the Partner Parties of any material penalty; (iii) any sales, distribution or other similar agreement providing for the sale by the Partner Parties of its Subsidiaries in excess materials, supplies, goods, services, equipment or other assets that provides for annual payments to the Partner Parties of $1,000,000 during any twelve month periodor more; (biv) all written managementany material partnership, compensation, employment joint venture or other contracts entered into with any executive officer similar agreement or director of the Company or any Subsidiary of the Companyarrangement; (cv) all contracts any agreement relating to the acquisition or agreements under which the Company disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any Subsidiary of the Company has any outstanding indebtedness, obligation or liability agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or has the right or obligation to incur secured by any asset), except any such indebtedness, obligation agreement (A) with an aggregate outstanding principal amount not exceeding $1,000,000 or liability(B) entered into subsequent to the date of this Agreement as permitted by Section 6.01; (dvii) all bonds or agreements of guarantee or indemnification in which any material agreement that limits the Company or any Subsidiary freedom of the Company acts as surety, guarantor Partner Parties to compete in any line of business or indemnitor with respect to any obligation (fixed Person or contingent), other than in any such guarantees of the obligations of the Company or any Subsidiary of the Companyarea; (eviii) all noncompete agreements to which any material agreement with or for the Company, benefit of any Subsidiary Affiliate of the Company or any affiliate thereof is a partyPartner; (fix) all partnership and joint venture agreementsany material agreement with independent contractors, distributors, dealers, franchisers, manufacturers’ representatives, sales agencies or franchisees; (gx) each any profit sharing, stock appreciation, deferred compensation, severance or other similar plan or arrangement for the benefits of its current or former managers, members, officers or employees; (xi) any collective bargaining agreement or other contract to or with any labor union or other employee representative of a group of employees; (xii) any power of attorney that is currently effective and outstanding; (xiii) any settlement, conciliation or similar agreement with any Governmental Authority, or that will require a Partner Party to pay consideration after the date hereof in excess of $200,000; (xiv) any agreement relating to the licensing of material Partner Transferred IP and/or Partner Licensed IP by any Partner Party to any Person or by any Person to any Partner Party (other than non-exclusive licenses granted in the ordinary course of business); (xv) any agreement for the purchase of sand or sand products; or (xvi) any contract for the employment or engagement of any officer, individual employee, or other person or entity on a full-time, part-time, consulting or other basis involving compensation in excess of $200,000 or agreement listed as an exhibit providing severance or other termination payments or benefits or relating to the Company's most recent Form 10-K and 10-Q; andloans to officers, directors, employees or Affiliates. (hb) all agreements relating Partner has made available to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary Baker Hughes true and complete copies of the Company Partner Contributed Contracts, in each case as amended or otherwise modified and in effect as of the date hereof. Each Partner Contributed Contract is in default under full force and effect, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity and represents the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the valid and binding obligations of the Company Partner or any Subsidiary one of the Company under such Company Material Contract or to collect damagesits Affiliates party thereto and, (ii) to the knowledge of Partner, represents the Companyvalid and binding obligations of the other parties thereto. Neither Partner nor any of its Affiliates has received written notice of cancellation of any Partner Contributed Contract, no the cancellation of which would be, individually or in the aggregate, material to the Partner Contributed Business. Except, in each case, where the occurrence of such breach or default would not reasonably be expected to be, individually or in the aggregate, material to the Partner Contributed Business taken as a whole, (x) neither Partner, any of its Affiliates nor, to the knowledge of Partner, any other party thereto is in breach of or default in under any material respect under the terms of any Company Material Contract, (iii) each Company Material such Partner Contributed Contract is valid, binding and in full force and effect in all material respects, and (ivy) all contracts or agreements under which the Company or any Subsidiary as of the Company date of this Agreement, neither Partner nor any of its Affiliates has received any outstanding indebtedness, obligation written claim or liability for borrowed money may be prepaid in full without written notice of material breach of or material default under any prepayment penaltiessuch Partner Contributed Contract.

Material Contracts. The Company Except as disclosed in Section 5.14 of the JCN Disclosure Letter sets forth Memorandum or otherwise reflected in the JCN Financial Statements, none of the JCN Entities, nor any of their respective Assets, businesses, or operations, is a complete party to, or is bound or affected by, or receives benefits under, (i) any employment, severance, termination, consulting, or retirement Contract providing for aggregate payments to any Person in any calendar year in excess of $50,000, (ii) any Contract relating to the borrowing of money by any JCN Entity or the guarantee by any JCN Entity of any such obligation (other than Contracts evidencing trade payables and accurate list Contracts relating to borrowings or guarantees made in the ordinary course of business), (iii) any Contract which materially prohibits or restricts any JCN Entity from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other Person, other than restrictions in Leases intended to protect certain tenant interests, all of which restrictions are normal and customary in the business of JCN, (iv) any Material Contract between or among JCN Entities, (v) any Material Contract involving Intellectual Property (other than Contracts entered into in the ordinary course with customers and "shrink-wrap" software licenses), (vi) any Contract relating to the provision of data processing, network communication, or other technical services to or by any JCN Entity, (vii) any Contract relating to the purchase or sale of any goods or services (other than Contracts entered into in the ordinary course of business and involving payments under any individual Contract not in excess of $50,000), (viii) any Material Contract for property management or property operations, and (ix) any other Contract or amendment thereto that would be required to be filed as an exhibit to a Form 10-K filed by JCN with the SEC as of the date of this Agreement of any (together with all Contracts referred to in Sections 5.9 and 5.13(a), the "JCN Contracts"). With respect to each JCN Contract and except as disclosed in Section 5.14 of the following to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period; (b) all written management, compensation, employment or other contracts entered into with any executive officer or director of the Company or any Subsidiary of the Company; (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company JCN Disclosure Letter, Memorandum: (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect effect; (ii) no JCN Entity is in all Default thereunder, other than Defaults which are not reasonably likely to have a JCN Material Adverse Effect; (iii) no JCN Entity has repudiated or waived any material respects, provision of any such Contract; and (iv) all contracts no other party to any such Contract, to the Knowledge of JCN, is, in Default in any respect, other than Defaults which are not reasonably likely to have a JCN Material Adverse Effect, or agreements under which the Company has repudiated or waived any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesmaterial provision thereunder.

Material Contracts. The Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of any of the following to which the Company (a) Except for Contracts or any Subsidiary of commitments disclosed in Schedule 3.12, the Company is not a party to or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):subject to: (ai) all contractsany lease, agreementsrental, commitments conditional sale or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess similar Contract providing for annual rentals of $1,000,000 during any twelve month period10,000 or more; (bii) all written managementany Contract relating to indebtedness, compensationguarantee, employment capital lease, credit or financing or other contracts entered into with any executive officer or director of the Company or any Subsidiary of the Company; (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability Contract for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or has secured by any asset) or any other Liability, except Contracts relating to indebtedness or Liabilities incurred in the right or obligation to incur any such indebtedness, obligation or liabilityordinary course of business consistent with past practices in an amount not exceeding $10,000; (diii) all bonds any Contract for the purchase of materials, supplies, goods, services, equipment or agreements of guarantee or indemnification in which other assets providing for annual payments by the Company of $10,000 or more; (iv) any Subsidiary of sales, distribution or other similar Contract providing for the sale by the Company acts as suretyof materials, guarantor supplies, goods, services, equipment or indemnitor with respect other assets providing for annual payments to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company of $10,000 or more; (v) any Subsidiary agency, dealer, sales representative or other similar Contract; (vi) any employment or consulting Contract, and any Contract with any officer, director, employee or 10% stockholder of the Company; (evii) all noncompete agreements any partnership, joint venture or other similar Contract; (viii) any license, franchise agreement or Contract in respect of similar rights granted to or held by the Company; (ix) any Contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of the Company after the Closing Date; (x) any Contract for the acquisition of any Person or business thereof or the disposition of any material assets of the Company, other than in the ordinary course of business consistent with past practices, in each case involving payments in excess of $10,000 or as contemplated by this Agreement; (xi) any Contract requiring capital expenditures after the date hereof in an amount in excess of $10,000 in any calendar year; (xii) any Contract relating to the Company’s Proprietary Rights or the use by the Company of the Proprietary Rights of any other Person; or (xiii) any other Contract or commitment not made in the ordinary course of business that is material to the Company. (b) Each Contract and commitment required to be disclosed in Schedule 3.12 is a valid and binding agreement of the Company, is in full force and effect, and is enforceable against the Company, and to the Knowledge of the Company, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. Except as disclosed on Schedule 3.12, neither the Company nor, to the Knowledge of the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in breach of or default in any material respect under the terms of any such Contract or commitment. The Company has not received any notice of any breach or violation of, or default under, any Contract or commitment required to be disclosed in Schedule 3.12 that could reasonably be expected to result, individually or in the aggregate, in a Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respectsAdverse Effect, and (iv) all contracts there has not occurred any event that, with the lapse of time or agreements under which the Company giving of notice or any Subsidiary of the Company has any outstanding indebtednessboth, obligation would constitute such a breach or liability for borrowed money may be prepaid in full without any prepayment penaltiesdefault.

Material Contracts. The (a) Section 4.20(a) of the Company Disclosure Letter sets forth a Schedule contains an accurate and complete and accurate list of each contract described below in this ‎Section 4.20(a) under which the Company or any of its Subsidiaries has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise), in each case as of the date hereof (other than the Company Plans) (collectively, the “Material Contracts”): ​ ​ (i) any partnership, joint venture, strategic alliance, collaboration, co-promotion or research and development project contract that is material to the Company and its Subsidiaries, taken as a whole; (ii) any contract relating to outstanding indebtedness of this Agreement of the Company or any of its Subsidiaries for borrowed money or any financial guaranty thereof in an amount in excess of $1,000,000, other than (A) contracts among the following Company and its wholly owned Subsidiaries and (B) financial guarantees entered into in the ordinary course of business; (iii) any contract (excluding licenses for commercial off-the-shelf computer software and non-exclusive licenses granted in the ordinary course of business) to which the Company or any Subsidiary of the Company its Subsidiaries is a party or by pursuant to which the Company or any Subsidiary of its Subsidiaries (A) is granted any license or right to use, or covenant not to sue with respect to, any Intellectual Property of a Third Party or (B) has granted to a Third Party any license or right to use, or covenant not to sue with respect to, any Intellectual Property, and, in the case of both ‎(A) and ‎(B), which contract is material to the Company and its Subsidiaries, taken as a whole; (iv) any agreement for the purchase, sale or lease of supplies, goods or products or for the furnishing or receipt of services, in each case, which provides for payments to or by the Company and its Subsidiaries that exceed $2,000,000 annually or $7,500,000 in the aggregate; (v) any shareholders, investors rights or registration rights agreement; (vi) any other agreement which provides for payments to or by the Company and its Subsidiaries that exceed $5,000,000 individually or $15,000,000 in the aggregate; (vii) any Labor Agreement; (viii) any contract that is a settlement, conciliation or similar agreement with any Governmental Authority or Person or pursuant to which the Company or any of its Subsidiaries has any material outstanding obligation; (ix) any contract (A) prohibiting, or purporting to limit or restrict the Company’s, any of the Company’s Affiliates’ or any of its Subsidiaries’ ability to compete or to conduct its businesses in any geographical area or the type or line of business in which the Company or any of its Subsidiaries is engaged, (B) providing “most favored nation” or similar provisions where the pricing, discounts or benefits to any customer or other business relation of the Company is bound or any of its Subsidiaries changes based on the pricing, discounts or benefits offered to other customers or business relations, (eachC) granting a right of first refusal or right of first offer or similar right for any line of business or assets of the Company or any of its Subsidiaries, (D) establishing an exclusive sale or purchase or similar obligation with respect to any obligation or geographical area or (E) imposing any minimum requirements or obligations of the Company or any of its Subsidiaries for any minimum purchase, expenditure, investment, sale, payment, production, supply, output, distribution or similar minimum requirements obligations or any take-or-pay provision in favor of a "COMPANY MATERIAL CONTRACT"):third party; ​ ​ (ax) all contractsany contract related to any completed, agreementspending or future (A) disposition, commitments divestiture or understandings which involve payments acquisition (whether by merger, sale of stock, sale of assets or receipts otherwise) of any business, equity interests or material portion of assets or properties by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period; or (bB) all written managementconsolidation, compensationrecapitalization, employment reorganization or other contracts entered into business combination with any executive officer or director of respect to the Company or any Subsidiary of the Company; (c) all contracts or agreements its Subsidiaries, in each case, under which the Company or any Subsidiary of the Company its Subsidiaries has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee payment or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Qobligations; and (hxi) all agreements relating any other contract, arrangement, commitment or understanding that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). (b) Except for breaches, violations or defaults which would not reasonably be expected to material business acquisitions have, individually or dispositions during in the last three yearsaggregate, including any separate tax or indemnification agreements. Except a Company Material Adverse Effect, as of the date hereof (i) each contract set forth in ‎Section 4.20(a) of the Company Disclosure Letter, Schedule is valid and in full force and effect and (iii) neither the Company nor any Subsidiary of its Subsidiaries, nor to the Knowledge of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagescontract, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms violation of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesprovision thereof.

Material Contracts. The (a) Except for this Agreement, except for Contracts filed as exhibits to the Company SEC Reports, or except as set forth in Section 3.17(a) of the Company Disclosure Letter sets forth a complete and accurate list as Schedule, none of the date of this Agreement of any of the following to which the Company or any Subsidiary of the Company its Subsidiaries is a party to or bound by: (i) any Contract that would be required to be filed by which the Company as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract relating to the purchase or sale of any Shares or other securities of the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):Company’s Subsidiaries; (aiii) all any Contract granting a right of first refusal, first offer or first negotiation; (iv) any joint venture contracts, agreementsstrategic cooperation or partnership arrangements, commitments or understandings which involve payments other agreements involving a sharing of profits, losses, costs or receipts liabilities by the Company or any of its Subsidiaries in excess of $1,000,000 during with any twelve month periodthird party; (bv) all written managementany Contract for the acquisition, compensation, employment sale or other contracts entered into lease (including leases in connection with any executive officer financing transactions) of material properties or director assets of the Company or any of its Subsidiaries (by merger, purchase or sale of assets or shares or otherwise) entered into since January 1, 2010 or, if prior to that date, have representations, warranties or indemnities that remain in effect or as to which claims are pending; (vi) any Contract involving the payment or receipt of amounts by the Company or its Subsidiaries of more than US$3,000,000, or relating to indebtedness for borrowed money or any financial guaranty of more than US$1,000,000; (vii) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the ability of the Company or any of its Subsidiaries to compete in any geographic area, industry or line of business or grants material exclusive rights to the counterparty thereto; (viii) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of the Company or any of its Subsidiaries, (B) pledging of share capital of the Company or any of its Subsidiaries or (C) issuance of guaranty by the Company or any of its Subsidiaries; (ix) any Contract which (A) provides the Company with effective control over any of its Subsidiaries in respect of which it does not, directly or indirectly, own a majority of the equity interests (each, an “Operating Subsidiary”), (B) provides the Company or any of its Subsidiaries the right or option to purchase the equity interests in any Operating Subsidiary, or (C) transfers economic benefits from any Operating Subsidiary to any other Subsidiary of the Company; (cx) all contracts or agreements under which any Contract between the Company or any Subsidiary of its Subsidiaries, on the Company has one hand, and any outstanding indebtedness, obligation director or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations executive officer of the Company or any Subsidiary Person beneficially owning five percent or more of the CompanyShares (or their respective Affiliates), on the other (other than any Parent Related Party); (exi) all noncompete agreements each Contract providing for any earn-out payment payable by the Company or any of its Subsidiaries to any third party after the date hereof; (xii) any Contract providing for any change of control or similar payments in excess of $1,000,000; or (xiii) any other Contracts, whether or not made in the ordinary course of business, the absence of which would reasonably be expected to have, individually or in the Companyaggregate, any Subsidiary a Company Material Adverse Effect. Each such Contract described in clauses (i) to (xiii) above is referred to herein as a “Material Contract”. (b) Each Material Contract constitutes the valid and legally binding obligation of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit of its applicable Subsidiaries party thereto and, to the Company's most recent Form 10-K ’s knowledge, the other parties thereto, enforceable in accordance with its terms, subject to the Bankruptcy and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three yearsEquity Exception, including any separate tax or indemnification agreementsand is in full force and effect. Except as set forth would not reasonably be expected to have, individually or in the aggregate, a Company Disclosure LetterMaterial Adverse Effect, (i) neither the Company nor any Subsidiary of its applicable Subsidiaries nor, to the Company Company’s knowledge, any other party thereto, is in breach or violation of, or default under the terms of under, any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, and (ii) no event has occurred or not occurred through the Company’s or any of its applicable Subsidiaries’ action or inaction or, to the knowledge Company’s knowledge, the action or inaction of any third party, that, with or without due notice or lapse of time or both, would constitute a breach or violation of, or default under, any Material Contract. (c) As of the Companydate of this Agreement, no other party thereto is in default in the Company and its Subsidiaries have not received any material respect written claim or notice of default, termination or cancellation under the terms of any Company such Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penalties.

Material Contracts. The (a) Section 4.18(a) of the Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of any Schedule lists each of the following to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period; (b) all written management, compensation, employment or other contracts entered into with any executive officer or director and agreements of the Company or any Subsidiary (such contracts and agreements, together with the Leases, being “Material Contracts”): (i) all employment contracts that are not cancelable without penalty or further payment and without more than 30 days’ notice (other than standard offer letters to employees being paid on an hourly basis or with an annual base salary of the Companyless than $100,000 which do not contain provisions for any payments upon a change of control); (cii) all contracts or and agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability relating to indebtedness for borrowed money, guaranty, notes, purchase money debt or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liabilityother similar undertaking; (diii) all bonds contracts and agreements that limit or agreements of guarantee or indemnification purport to limit in which any material respect the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations ability of the Company or any Subsidiary to compete in any line of the Companybusiness or with any Person or in any geographic area or during any period of time; (eiv) all noncompete contracts and agreements to which involving total annual payments or receipts in excess of $2,500,000, other than purchase orders issued or received in the Companyordinary course of business; (v) all joint venture, any Subsidiary of partnership or similar contracts between the Company or any affiliate thereof is Subsidiary and a third party; (fvi) all partnership licenses of Intellectual Property to the Company or a Subsidiary (other than ordinary course “shrinkwrap” and joint venture agreementsother over-the-counter commercially available licenses), and all licenses of Intellectual Property by the Company or a Subsidiary to third parties; (gvii) each other contract all contracts or agreement listed agreements providing for the indemnification of any person with respect to material liabilities or such person’s service as an exhibit to officer or director or the Company's most recent Form 10-K and 10-QCompany or any Subsidiary; and (hviii) all contracts and agreements relating to material business acquisitions between or dispositions during among the last three yearsCompany or any Subsidiary, including on the one hand, and a Stockholder or any separate tax Affiliate of a Stockholder, other than the Company or indemnification agreements. Except as set forth a Subsidiary, on the other hand, other than commercial agreements entered into with an Affiliate that is an operating company on an arms-length basis in the ordinary course of business. (b) Each Material Contract is valid and binding on the Company Disclosure Letteror a Subsidiary, (i) neither as the case may be, and, to the Knowledge of the Company, the counterparties thereto, and is in full force and effect. Neither the Company nor any Subsidiary of the Company is in breach of, or default under the terms of under, in any Company Material Contractmaterial respects, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damageswhich it is a party, (ii) and, to the knowledge Knowledge of the Company, no other party thereto Person is in breach of, or default under, in any material respect under the terms of respects, any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penalties.

Material Contracts. The Company Disclosure Letter sets forth a complete and accurate list Schedule 5.22 lists as of the date of this Agreement of any (and excluding this Agreement itself) all of the following contracts and other agreements or commitments (whether oral or written) to which the Company Seller or any Subsidiary of the Company Clinsite is a party or by and which relate to the Company or any Subsidiary conduct of the Company is bound Business (eachother than contracts and other agreements which are not Assumed Liabilities or are not included in the Acquired Assets (collectively, a the "COMPANY MATERIAL CONTRACTMaterial Contracts"): (a) all contractsemployment, agreementsconsulting, bonus, profit-sharing, percentage compensation, deferred compensation, pension, welfare, retirement, stock purchase or stock option plans and agreements and commitments with the directors or understandings which involve payments Personnel of Seller, excluding agreements and commitments terminable by Seller on not more than 30 days' notice without liability or receipts by the Company or any of its Subsidiaries penalty, and plans disclosed in excess of $1,000,000 during any twelve month periodSchedule 5.17(c); (b) notes, mortgages, contracts, agreements, and commitments for the repayment or borrowing of money by Seller in excess of $10,000 in any one case, or for a line of credit including borrowings by Seller in the form of guarantees of, indemnification for, or agreements to acquire any obligations of others, and all written management, compensation, employment security or other contracts entered into with any executive officer or director of the Company or any Subsidiary of the Companypledge agreements related thereto; (c) all contracts contracts, agreements, and commitments relating to any joint venture, partnership, strategic alliance, or agreements under which the Company sharing of profits or losses with any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liabilityPerson; (d) all bonds or agreements contracts, agreements, and commitments containing covenants purporting to limit the freedom of guarantee or indemnification in which the Company Seller or any Subsidiary of the Company acts as surety, guarantor Personnel to compete in any business or indemnitor with respect to in any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Companygeographic area; (e) all noncompete agreements contracts, agreements, and commitments requiring payments or distributions to which the Companyany shareholder, any Subsidiary director, or Personnel of the Company Seller, or any relative or affiliate thereof is a partyof any such Person; (f) all partnership material contracts, agreements, licenses and joint venture agreementscommitments relating to Computer Software; (g) each contracts, agreements, and commitments not disclosed on any other contract Schedule to this Agreement and which involve or agreement listed may involve the payment or receipt by Seller (whether in payment of a debt, as an exhibit a result of a guarantee or indemnification, for goods or services, or otherwise) of more than $25,000 per year or $50,000 over the initial term thereof, or are otherwise material to the Company's most recent Form 10-K Business; (h) contracts, agreements and 10-Qcommitments not made in the Ordinary Course of Business; and (hi) all agreements relating Real Property Leases. Schedule 5.22 identifies whether each Material Contract is to material business acquisitions or dispositions during be an Assigned Contract, but subject to Section 2.04. Seller and Clinsite have made true and complete copies of all the last three years, including any separate tax or indemnification agreementsMaterial Contracts available to Purchaser. Except as set forth in Schedule 5.22, there are no transactions relating to the Company Disclosure LetterBusiness presently pending or planned or initiated or completed since December 31, 1999 between Seller and any shareholder, officer, director, or Personnel of Seller, or any relative or Affiliate of any such Person, including any contract, agreement, or other arrangement (i) neither providing for the Company nor any Subsidiary furnishing of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagesservices by Seller, (ii) to providing for the knowledge rental of the Companyreal or personal property by Seller, no other party thereto is in default in any material respect under the terms of any Company Material Contract, or (iii) each Company otherwise requiring payments from Seller (other than for services as officers or directors of Seller) to any such Person or corporation, partnership, trust, or other entity in which any such Person has a direct or indirect interest as a shareholder, officer, director, trustee, or partner. All of the Material Contract is valid, binding and Contracts are in full force and effect effect, except as provided in all Schedule 5.22. Except as set forth in Schedule 5.22, neither Seller, nor, To the Knowledge of Seller, any other party thereto, has breached any material respectsprovision of, and (iv) all contracts or agreements under which is in material default under, the Company terms of, nor does any condition exist which, with notice or lapse of time, or both, would cause Seller or, To the Knowledge of Seller, any Subsidiary of the Company has other party to be in default under, any outstanding indebtednesscontract, obligation agreement, or liability for borrowed money may be prepaid in full without any prepayment penaltiescommitment.

Material Contracts. The (a) Section 4.20(a) of the Company Disclosure Letter sets forth a complete and accurate list forth, as of the date of this Agreement Agreement, a complete and accurate list of any each of the following types of Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound that: (A) contains provisions that prohibit (or would reasonably be expected to prohibit) the Company or any of its Affiliates (or, after the Closing, Parent or any of its Affiliates) from competing in or conducting any material line of business or prevent the Company or any of its Affiliates (or, after the Closing, Parent or any of its Affiliates) from entering any material territory, market or field (it being understood that a right of exclusivity or “most favored nation” right in a Contract of the type described in clause (B)(1) through (6) below shall not be deemed to be a provision of the type described in this clause (A)), or (B) is material to the Company and its Subsidiaries, taken as a whole, and contains provisions that grant a right of exclusivity or “most favored nation” right to any Person in connection with the sale, purchase or supply of the Company’s products or services, other than in the case of this clause (B), (1) Contracts that can be terminated (including such restrictive provisions) by the Company or any of its Subsidiaries on less than 90 days’ notice without payment by the Company or any of its Subsidiaries, (2) distribution, sales agency or customer Contracts entered into in the ordinary course of business granting exclusive rights to sell or distribute a Company Product (and not other products) or granting a “most favored nation” right in respect of a Company Products or services (and not other products or services), (3) license agreements for Company Licensed Intellectual Property Rights limiting the Company’s and its Subsidiaries’ use of such Company Licensed Intellectual Property Rights to specified fields of use, (4) supplier Contracts entered into in the ordinary course of business with requirements to purchase exclusively from a party, (5) marketing agreements entered into in the ordinary course of business and (6) research and development agreements entered into in the ordinary course of business; (ii) is or relates to the formation, creation, governance, economics or control of a joint venture, partnership or similar agreement involving any Person other than a wholly owned Subsidiary of the Company; (iii) other than intercompany agreements solely among the Company and/or any of its wholly owned Subsidiaries, contains any provision that limits or restricts (or purports to limit or restrict) 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 case may be; (iv) 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 of the Company or any of its Subsidiaries having an outstanding or committed amount in excess of $50 million individually; (v) is a Contract (A) with respect to Intellectual Property Rights (other than generally commercially available, “off-the-shelf” software programs or non-exclusive licenses granted by the Company or any Subsidiary of the Company in the ordinary course of business which do not contain any material restriction or condition on the use or exploitation of any Intellectual Property Rights by the Company or any Subsidiary of the Company) which would reasonably be expected to involve payments by or to the Company or any of the Subsidiaries of more than $25 million in any twelve month period or (B) under which a license of Intellectual Property Rights is granted by or to the Company or any of its Subsidiaries, which license in the case of this clause (B) is material to any material Company Product; (vi) is an acquisition agreement, asset purchase or sale agreement, stock purchase or sale or purchase agreement or other similar agreement pursuant to which (A) any purchase price (including any earn-out or deferred or contingent payment) obligations remain outstanding, or indemnification claims have been made or threatened in writing, pursuant to which the Company and its Subsidiaries would reasonably be expected to be required to pay a total amount (including assumption of debt) after the date of this Agreement in excess of $20 million or (B) any other Person has the right to acquire any assets of the Company and its Subsidiaries after the date of this Agreement with a fair market value or purchase price of more than $20 million (in each case, excluding acquisitions or dispositions of supplies, inventory, merchandise or products in the ordinary course of business or of supplies, inventory, merchandise, products, 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 its Subsidiaries); (vii) is a party settlement or similar agreement with any Governmental Authority or order or consent of a Governmental Authority to which the Company or any of its Subsidiaries is subject involving future performance by the Company or any of its Subsidiaries which is material to the Company and its Subsidiaries, taken as a whole; (viii) any 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 $50 million in the aggregate after the date of this Agreement; (ix) is a Contract for the purchase of materials, supplies, goods, services, equipment or other assets with any Person that required during the fiscal year ended January 2, 2016, or requires (or under which there are reasonably expected to be) during the current fiscal year, aggregate payments by the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of more than $1,000,000 during any twelve month period50 million; (bx) all written management, compensation, employment or other contracts entered into is a Contract with any executive officer or director a customer of the Company or any Subsidiary of the Company; , including distributors, which required during the fiscal year ended January 2, 2016, or requires (c) all contracts or agreements under which there are reasonably expected to be) during the current fiscal year aggregate payments to the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability;more than $50 million; or (dxi) all bonds any Contract that is or agreements of guarantee or indemnification in which would be required to be filed by the Company or any Subsidiary as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act. (xii) Each Contract of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth type described in the Company Disclosure Letter, clauses (i) neither the Company nor any Subsidiary of the Company through (xi) is in default under the terms of any referred to herein as a “Company Material Contract”. (b) Except as would not reasonably be expected to have, which default permits individually or in the other party to adversely alter or terminate any rights of the aggregate, a Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Material Adverse Effect, each Company Material Contract or to collect damagesis valid and binding and in full force and effect and, (ii) to the knowledge of the Company, no enforceable against the other party or parties thereto is in accordance with its terms. The Company and/or 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, except for failures to perform that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except for breaches, violations or defaults which 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, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a breach or default in any material respect under the terms provisions of such Company Material Contract, and neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any Company Material Contract, (iii) each Company Material Contract is valid, binding . True and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary complete copies of the Company has Material Contracts and any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesamendments thereto have been made available to Parent prior to the date of this Agreement.

Material Contracts. The Other than the Transaction Documents, and as Disclosed in the Company SEC Filings and those Contracts copies of which are attached to the Disclosure Letter sets forth Letter, no Group Member is a complete and accurate list party to, or bound by as of the date such representation is being made, any Material Contract (as defined below). The following Contracts shall be deemed to be “Material Contracts”: (i) any Contract entered into otherwise than in the ordinary course of this Agreement business; (ii) any agreement or arrangement otherwise than by way of negotiation at arm’s length having a total contract value greater than US$1,000,000 (or its equivalent in other currencies); (iii) any of the following to which the Company sale or purchase option or similar Contract or arrangement affecting any Subsidiary of the Company is a party material Assets owned or used by any Group Member or by which any Group Member is bound; (iv) any Contract which cannot readily be fulfilled or performed by any Group Member on time with or without undue or unusual expenditure of US$500,000; (v) any Contract substantially restricting the Company freedom of any Group Member to provide and take goods and services or to manage its own business affairs by such means and from and to such Persons as it may from time to time think fit; (vi) any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"): Contract pursuant to which (a) all contracts, agreements, commitments any Group Member incurs Indebtedness with the aggregate amount of principal and interest payments greater than US$1,000,000 or understandings which involve payments or receipts by the Company or (b) any of its Subsidiaries in excess of $1,000,000 during Group Member provides any twelve month periodguarantee; (bvii) all written managementany Contract whereby any Group Member is, compensationor has agreed to become, employment a member of any joint venture, consortium or partnership or other contracts entered into with unincorporated association; (viii) any executive officer Contract that is illegal under the current regulations; (ix) any Contract that prohibits or director materially restricts the sale, disposal or transfer of the Company any Equity Securities (or any Subsidiary of interests therein) owned by the Company; (cx) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtednessshareholder agreements, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements or partnership agreements; (gxi) each other contract any employment contracts or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Qarrangements with Senior Managers; andor (hxii) all agreements relating any Sponsorship Agreement in relation to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesCord Blood Bank.

Material Contracts. The (a) Except as set forth in Section 3.10(a) of the Company Disclosure Letter sets forth a complete and accurate list Schedule, neither the Company nor any of its Subsidiaries is, as of the date of this Agreement Agreement, a party to or is bound by any Contract: (i) that is a master agreement with a bank or other provider of transaction processing or settlement services for the funding of transfers initiated through services provided by the Company or its Subsidiaries that is material to the operation of the Company and its Subsidiaries, taken as a whole; (ii) with the top ten (10) Money Transfer Agents by revenue and by transaction volume for the year ended December 31, 2021; (iii) that relates to any joint venture, partnership, limited liability or other similar agreements or arrangements relating to the formation, creation, operation, management or control of any joint venture or partnership (other than with or among wholly owned Subsidiaries of the Company); (iv) that (a) is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other Contract providing for or securing indebtedness or deferred payment (in each case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $5,000,000, (b) grants a Lien (other than a Permitted Lien) or restricts the granting of Liens (except for leases and Contracts relating to indebtedness disclosed pursuant to clause (a)) on any property or asset of the Company or its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, (c) provides for or relates to any interest, currency or hedging, derivatives or similar Contracts or arrangements (other than non-speculative ▇▇▇▇▇▇ or forward Contracts entered into in the ordinary course of business) or (d) restricts payment of dividends or any distributions in respect of the equity interests of the Company or any of its Subsidiaries; (v) that relates to the settlement of, or other arrangements with respect to, any current or former Claim (a) with any Governmental Entity (except settlements, or other arrangements, for an immaterial monetary fine), (b) that materially restricts or imposes obligations upon the Company or its Subsidiaries, taken as a whole, or (c) which would require the Company or any of its Subsidiaries to pay consideration of more than $5,000,000 after the date of this Agreement; (vi) that is between the Company or any of its Subsidiaries, on the one hand, and any of the following Company’s or its Subsidiaries’ respective directors, officers (including any employment agreements and related Contracts with such officers), employees or stockholders who, to the knowledge of the Company, own one percent (1%) or more of the Shares, on the other hand; (vii) that contains covenants or other provisions that (a) purport to limit or restrict, in any material respect, the ability of the Company or any of its Subsidiaries (or Parent or its affiliates after the Effective Time) to compete with any person in any business or in any geographic area, including any non-compete covenant or otherwise restrict the Company’s or any of its Subsidiaries’ ability to engage in any material line of business or (b) grant to the other party to such Contract (or a third party) exclusivity or “most favored nation” status (whether in terms of pricing or otherwise) which, in case of clause (a) or (b), is material to the Company and its Subsidiaries taken as a whole; (viii) that grants any rights of first refusal, rights of first offer or other similar rights to any person (other than Parent or the Company) with respect to any material asset of the Company or its Subsidiaries or that contains a put, call or similar right pursuant to which the Company or any Subsidiary of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any person or assets of any person; (ix) that is for the Company is a party acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of any person, pursuant to which the Company or any Subsidiary of its Subsidiaries has continuing “earn out” or other similar contingent payment obligations, indemnification or other obligations outstanding; (x) that obligates the Company to make any capital expenditure or investment not contemplated by the Capital Expenditure Budget in excess of $5,000,000 in 2022 or $5,000,000 in 2023; (xi) that requires the Company or any of its Subsidiaries to provide any funds to or make any investment in (in each case, in the form of a loan, capital contribution or similar transaction) any person in excess of $20,000,000; (xii) that grants, licenses or otherwise relates to rights to material Intellectual Property (including development of such Intellectual Property) or relates to material IT Assets (whether of the Company is bound or any of its Subsidiaries, or of a third person), and in either case, is, individually or in the aggregate, material to the operation of the business of the Company or its Subsidiaries (eachother than non-exclusive commercially available software licenses with annual fees of less than $5,000,000, a "COMPANY MATERIAL CONTRACT"):Contracts for purchase, maintenance, support, hosting or lease of off-the-shelf IT Assets, or provision of related services, with annual fees of less than $5,000,000, or non-exclusive licenses to service providers, customers and end users in the ordinary course of business consistent with past practice); (axiii) all contractsthat provides for indemnification of any executive officer or director of the Company, agreementsother than Contracts entered into on substantially the same form as the Company’s standard forms previously made available to Parent; (xiv) that is a Lease set forth on Section 3.16(b) of the Company Disclosure Schedule; (xv) any “material contract” (as defined in Item 601(b)(10) of Regulation S K promulgated by the SEC, commitments other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S K) with respect to the Company and its Subsidiaries, taken as a whole; (xvi) any employment, management, severance, termination, retention, transaction bonus, change in control, consulting, relocation, repatriation, expatriation or understandings which involve payments similar Contract with any former or receipts by current employee, officer, independent contractor, or director of the Company or any of its Subsidiaries that is not terminable at will without liability to the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period; (b) all written management250,000, compensation, employment or other contracts entered into with any executive officer or director of the Company or any Subsidiary of the Company; (c) all contracts or agreements under pursuant to which the Company or any Subsidiary of the Company its Subsidiaries has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur may have obligations (but excluding any such indebtedness, obligation or liabilityContract in place in accordance with statutory requirements); (dxvii) all bonds any Collective Bargaining Agreement; or (xviii) except to the extent such Contract is described in clauses (i)-(xvii) above, that calls for annual aggregate payments by, or agreements of guarantee other consideration from (or indemnification in which annual aggregate payments, or other consideration, to) the Company and its Subsidiaries of more than $7,000,000; Each Contract, arrangement or any Subsidiary commitment of the Company acts as surety, guarantor type described in this Section 3.10(a) (whether or indemnitor with respect to any obligation (fixed or contingentnot in effect on the date hereof), other than is referred to herein as a “Material Contract.” The Company has made available to Parent true, correct and complete copies of each Material Contract (including any such guarantees of amendments, schedules and exhibits thereto) in effect on the obligations of the Company or any Subsidiary of the Company;date hereof. (eb) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in Section 3.10(b) of the Company Disclosure LetterSchedule and except as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) neither the Company nor any Subsidiary of the Company each Material Contract is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of valid and binding on the Company or any its applicable Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagesand in full force and effect, (ii) and, to the knowledge of the Company, is valid and binding on the other parties thereto (except to the extent that, after the date hereof, a Material Contract no longer remains valid and binding due to the expiration of such Material Contract in accordance with its terms), (ii) the Company and each of its Subsidiaries and, to the knowledge of the Company, each of the other party thereto is in default in any material respect parties thereto, has performed all obligations required to be performed by it to date under the terms of any Company each Material Contract, Contract and (iii) each Company Material Contract is validno event or condition exists which constitutes or, binding and in full force and effect in all material respectsafter notice or lapse of time or both, and (iv) all contracts would constitute a breach or agreements under which default or give rise to any right of termination, cancellation, modification or acceleration on the part of the Company or any Subsidiary of its Subsidiaries or, to the knowledge of the Company, any other party thereto, under any such Material Contract. Since December 31, 2019 through the date hereof, neither the Company nor any of its Subsidiaries has received any outstanding indebtedness, obligation written notice of a material breach or liability for borrowed money may be prepaid in full without material default from a counterparty to any prepayment penaltiesMaterial Contract and no counterparty to a Material Contract has notified the Company or its Subsidiaries that it intends to terminate or not renew a Material Contract.

Material Contracts. The Company Disclosure Letter sets (a) On the date hereof, except for Contracts relating to entities, including without limitation partnership, joint venture, limited liability company, invested by but not Controlled by the Group Companies or as set forth a complete and accurate list as in Section 4.12(a) of the date of this Agreement of any Disclosure Schedule, none of the following to which the Company or any Subsidiary of the Group Company is a party to or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):by: (ai) all contractsany Contract relating to the formation, agreementscreation, commitments operation, management or understandings which involve payments Control of a partnership, joint venture, limited liability company or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month periodsimilar arrangement; (bii) all written managementany Contract involving a loan (other than accounts receivable from trade debtors in the ordinary course of business) or advance to (other than travel and entertainment allowances to the employees of any Group Company extended in the ordinary course of business), compensationor investment in, employment any Person, of more than RMB15,000,000 in any calendar year on its face; (iii) any Contract involving indebtedness or obligation (contingent or otherwise) of any Group Company of more than RMB15,000,000; (iv) any Contract that involves, or contains restrictions with respect to, (A) payment of dividends or other contracts entered into distributions with respect to equity interests of any executive officer Group Company, (B) pledging of share capital of any Group Company, or director (C) the issuance of the Company or a guaranty by any Subsidiary of the Group Company; (cv) all contracts any Contract that contains a put, call or agreements under similar right pursuant to which the any Group Company could be required to purchase or sell, as applicable, any Subsidiary equity interests of the Company has any outstanding indebtedness, obligation Person or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liabilitymaterial assets; (dvi) all bonds any non-competition Contract or agreements other Contract that purports to limit, curtail or restrict the ability of guarantee any Group Company to compete in any geographic area, industry or indemnification in which line of business or grants exclusive rights to the Company counterparty thereto; (vii) any Contract involving copyright, or any Subsidiary other Intellectual Property that is material to any Group Company other than those in the ordinary course of business; (viii) any Contract that contains provisions on “most favored nations”, or rights of first refusal or similar rights over any of the Ordinary Shares, the Series A Preferred Shares, the Series B Preferred Shares and the Series C Preferred Shares; (ix) any Contract that involves the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any Equity Securities of any Group Company, or the acquisition or disposition of any assets or business by any Group Company acts as surety, guarantor or indemnitor with respect involving an amount of not less than RMB15,000,000; (x) any Contract pursuant to which any obligation (fixed or contingent), other than Person obtains Control of any such guarantees of the obligations of the Company or any Subsidiary of the Group Company; (exi) any Contract involving the waiver, compromise, or settlement of any Action over RMB15,000,000; or (xii) any Contract that is otherwise material to a Group Company. Each such Contract described above is referred to herein as a “Material Contract”, which shall include, inter alia, all noncompete agreements to which the Company, any Subsidiary of the Control Documents. Section 4.12(a) of the Disclosure Schedule contains a true, correct and complete list of all Material Contracts, and a copy of each Material Contract has been provided by the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; andPurchaser. (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither Each Material Contract is a legal, valid and binding obligation of each Group Company that is a party thereto and, to the Company nor any Subsidiary of the Company is in default under the terms best knowledge of any Company Material ContractGroup Company, which default permits the other party parties thereto, enforceable against them in accordance with its terms, in each case subject, as to adversely alter or terminate any rights enforcement of remedies, to the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagesBankruptcy and Equity Exception, (ii) none of the Group Companies nor, to the best knowledge of the any Group Company, no any other party thereto is in material breach or violation of, or default in under, any material respect under Material Contract and no event has occurred or not occurred through any Group Company’s action or inaction or, to the terms best knowledge of any Company Group Company, the action or inaction of any third party, that, with or without due notice or lapse of time or both, would constitute a material breach or violation of, or default under, any Material Contract, and (iii) each Company the Group Companies have not received any written claim or notice of default, termination or cancellation under any such Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesContract.

Material Contracts. The (a) Section 4.16(a) of the Company Disclosure Letter sets forth a complete and accurate list Schedule lists, as of the date of this Agreement of any of Agreement, the following types of contracts and agreements to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary (such contracts and agreements as are required to be set forth on Section 4.16(a) of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"Disclosure Schedule but excluding any Plan being the “Material Contracts”): (ai) all contractscontracts and agreements involving obligations of, agreementsor payments to, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); (bii) all written management, compensation, employment contracts and agreements (A) that involve the license of any Intellectual Property Rights to or other contracts entered into with from the Company (but excluding any executive officer (1) nonexclusive licenses (or director sublicenses) of Company-Owned IP granted to customers in the ordinary course of business that are substantially in the same form as the Company’s standard form customer agreements as have been provided to the SPAC on or prior to the date of this Agreement; (2) non-exclusive licenses granted to service providers who access Company-Owned IP on behalf of the Company as part of their provision of services; (3) nondisclosure agreements entered into in the ordinary course of business; (4) licenses to unmodified, generally commercially available, “off-the-shelf” Software with a replacement cost and/or aggregate annual license and maintenance fees of less than $75,000) (such Software, “Shrink Wrap Code”); and (5) non-exclusive licenses granted to the Company under Company’s standard form of employment agreement or (B) that contains a covenant not to s▇▇ or constitutes a concurrent use agreement, settlement agreement or co-existence agreement, in each case, with respect to any Subsidiary Company-Owned IP; (iii) all contracts and agreements that (A) involve the granting of rights to manufacture, produce, assemble, license, market or sell the Company’s Products or (B) limit, or purport to limit, in any material respect, the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its Products or that otherwise limit, or purport to limit, the ability of the Company to compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (iv) all contracts and agreements involving indemnification by the Company with respect to infringement of Intellectual Property Rights (excluding indemnity obligations of the Company included in (A) nonexclusive licenses or sublicenses of Company-Owned IP granted to customers in the ordinary course of business that are substantially in the same form as the Company’s standard form customer agreements as have been provided to the SPAC prior to the date of this Agreement; (B) non-exclusive licenses granted to service providers who access Company-Owned IP on behalf of the Company as part of their provision of services; and (C) licenses to Shrink Wrap Code); (v) all contracts and agreements involving the disposition of a material portion of the Company’s assets or the acquisition of the business or securities or ownership interests of another person; (cvi) all contracts and agreements involving material uncapped indemnity obligations of the Company (other than those excluded from disclosure under Section 4.16(a)(iv)); (vii) all partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company is a party, other than any Company Permits; (ix) all contracts or agreements under which arrangements that result in any person or entity holding a power of attorney from the Company or any Subsidiary that materially impacts the Company’s business, other than powers of attorney granted to law firms in the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price ordinary course of property or has the right or obligation to incur any such indebtedness, obligation or liabilitybusiness in connection with patent prosecution; (dx) all bonds leases or agreements master leases of guarantee personal property reasonably likely to result in annual payments by or indemnification in which to the Company of $250,000 or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is more in a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 1012-K and 10-Qmonth period; and (hxi) all collective bargaining agreements, labor contract or other written agreement or arrangement with any labor union, collective bargaining agent, industrial organization or any employee organization and all contracts, agreements relating to material business acquisitions or dispositions during the last three yearsarrangements with a PEO or other contract, including any separate tax agreement or indemnification agreements. Except as set forth in arrangement providing for co-employment of employees of the Company Disclosure Letter, (each a “PEO Agreement”). (i) neither the Company nor any Subsidiary each Material Contract is a legal, valid and binding obligation of the Company is in default under the terms of any Company Material Contractand, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no the other party thereto parties thereto, and the Company is in default not in any material respect under in breach or violation of, or in any material respect in default under, any Material Contract nor has any Material Contract been canceled by the terms of other party; (ii) to the Company’s knowledge, no other party is in any Company material respect in breach or violation of, or in any material respect in default under, any Material Contract, ; and (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has not received any outstanding indebtednesswritten, obligation or liability for borrowed money may be prepaid to the knowledge of the Company, oral claim of default under any such Material Contract. The Company has prior to the date of this Agreement furnished or made available to the SPAC true, complete and correct copies of all Material Contracts in full without any prepayment penaltieseffect as of the date of this Agreement, including amendments thereto that are material in nature.

Material Contracts. The Company Disclosure Letter sets (a) On the date hereof, except for Contracts relating to entities, including without limitation partnership, joint venture, limited liability company, invested by but not Controlled by the Group Companies or as set forth a complete and accurate list as in Section 4.12(a) of the date of this Agreement of any Disclosure Schedule, none of the following to which the Company or any Subsidiary of the Group Company is a party to or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):by: (ai) all contractsany Contract relating to the formation, agreementscreation, commitments operation, management or understandings which involve payments Control of a partnership, joint venture, limited liability company or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month periodsimilar arrangement; (bii) all written managementany Contract involving a loan (other than accounts receivable from trade debtors in the ordinary course of business) or advance to (other than travel and entertainment allowances to the employees of any Group Company extended in the ordinary course of business), compensationor investment in, employment any Person, of more than RMB15,000,000 in any calendar year on its face; (iii) any Contract involving indebtedness or obligation (contingent or otherwise) of any Group Company of more than RMB15,000,000; (iv) any Contract that involves, or contains restrictions with respect to, (A) payment of dividends or other contracts entered into distributions with respect to equity interests of any executive officer Group Company, (B) pledging of share capital of any Group Company, or director (C) the issuance of the Company or a guaranty by any Subsidiary of the Group Company; (cv) all contracts any Contract that contains a put, call or agreements under similar right pursuant to which the any Group Company could be required to purchase or sell, as applicable, any Subsidiary equity interests of the Company has any outstanding indebtedness, obligation Person or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liabilitymaterial assets; (dvi) all bonds any non-competition Contract or agreements other Contract that purports to limit, curtail or restrict the ability of guarantee any Group Company to compete in any geographic area, industry or indemnification in which line of business or grants exclusive rights to the Company counterparty thereto; (vii) any Contract involving copyright, or any Subsidiary other Intellectual Property that is material to any Group Company other than those in the ordinary course of business; (viii) any Contract that contains provisions on “most favored nations”, or rights of first refusal or similar rights over any of the Ordinary Shares, the Series A Preferred Shares and the Series B Preferred Shares; (ix) any Contract that involves the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any Equity Securities of any Group Company, or the acquisition or disposition of any assets or business by any Group Company acts as surety, guarantor or indemnitor with respect involving an amount of not less than RMB15,000,000; (x) any Contract pursuant to which any obligation (fixed or contingent), other than Person obtains Control of any such guarantees of the obligations of the Company or any Subsidiary of the Group Company; (exi) any Contract involving the waiver, compromise, or settlement of any Action over RMB15,000,000; or (xii) any Contract that is otherwise material to a Group Company. Each such Contract described above is referred to herein as a “Material Contract”, which shall include, inter alia, all noncompete agreements to which the Company, any Subsidiary of the Control Documents. Section 4.12(a) of the Disclosure Schedule contains a true, correct and complete list of all Material Contracts, and a copy of each Material Contract has been provided by the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; andPurchaser. (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither Each Material Contract is a legal, valid and binding obligation of each Group Company that is a party thereto and, to the Company nor any Subsidiary of the Company is in default under the terms best knowledge of any Company Material ContractGroup Company, which default permits the other party parties thereto, enforceable against them in accordance with its terms, in each case subject, as to adversely alter or terminate any rights enforcement of remedies, to the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagesBankruptcy and Equity Exception, (ii) none of the Group Companies nor, to the best knowledge of the any Group Company, no any other party thereto is in material breach or violation of, or default in under, any material respect under Material Contract and no event has occurred or not occurred through any Group Company’s action or inaction or, to the terms best knowledge of any Company Group Company, the action or inaction of any third party, that, with or without due notice or lapse of time or both, would constitute a material breach or violation of, or default under, any Material Contract, and (iii) each Company the Group Companies have not received any written claim or notice of default, termination or cancellation under any such Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesContract.

Material Contracts. The (a) Section 2.14(a) of the Company Disclosure Letter Schedule sets forth a correct and complete and accurate list as of the date of this Agreement of any of the following all binding contracts, agreements, commitments, instruments or obligations (whether written or oral, contingent or otherwise) (x) to which the Company or any Subsidiary of the Company is a party or its properties or assets is bound, and under which any party has continuing obligations, (y) which constitute Purchased Assets or (z) by which any Purchased Assets will be bound or subject following the Closing, in each case (of clauses (x) – (z)) which falls into any of the following categories (each, a “Material Contract”): (i) the Franchise Agreements; (ii) all contracts that contain any covenant (A) limiting the right of the Company or any Subsidiary Asset Seller to engage in any line of business or to compete with any Person in any line of business or in any geographic location, or (B) prohibiting the Company is bound (eachor any Asset Seller from engaging in business with any Person or levying a fine, a "COMPANY MATERIAL CONTRACT"):charge or other payment for doing so; (aiii) all contractscontracts resulting in payment by the Company to a third party in excess of $100,000 annually, agreements, commitments or understandings which involve payments or receipts in any individual case; (iv) all contracts for the performance of services by the Company or any of its Subsidiaries Asset Seller in excess of $1,000,000 during 100,000 annually, in any twelve month periodindividual case; (bv) all written management, compensation, employment or other contracts entered into with any executive officer or director of that require the Company to purchase more than 50% of its total requirements of any product or any Subsidiary of the Companyservice from a third party or that contain “take or pay” provisions; (cvi) all contracts or agreements under which that relate to the acquisition by the Company of any ownership interest in any other Person or any Subsidiary business enterprise; (vii) all contracts for the incurrence of the Company has any outstanding indebtedness, obligation or liability indebtedness for borrowed money or the deferred purchase price extension of property credit (whether incurred, assumed, guaranteed or has the right or obligation to incur secured by any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingentasset), other than accounts receivables and payables in the ordinary course of business consistent with past practice; (viii) all contracts that grant to any such guarantees third party a Lien (other than a Permitted Lien) on all or any of the Company’s properties and assets or any Purchased Assets; (ix) all contracts regarding any Business Intellectual Property, including related maintenance and support agreements; (x) all contracts that provide for the assumption of any Tax, environmental or other Liability of any Person, other than pursuant to customary indemnification provisions; (xi) all agency, promotion, market research, marketing consulting and advertising contracts, other than Franchise Agreements; (xii) all contracts containing any continuing “earn-out” or other contingent payment obligations of the Company or any Subsidiary of the Company;Asset Seller; or (exiii) all noncompete agreements to which the Companycontracts that involve any joint venture, any Subsidiary partnership or similar revenue sharing arrangement of the Company or any affiliate thereof is a party;Asset Seller. (fb) The Stockholder has made available to Purchaser correct and complete copies of all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms Material Contracts (other than any intercompany agreements that will be terminated as of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights Closing). All of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is Contracts are valid, binding and in full force and effect in all accordance with their terms, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any Asset Seller is in material respectsviolation of or material default under any Material Contract, and (iv) all contracts to the Company’s Knowledge, there is no existing or agreements under which claimed material violation or material default by any other party to any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, is likely to constitute a material default by the Company or any Subsidiary Asset Seller under any Material Contract. Except as set forth on Section 2.14(b) of the Company Disclosure Schedule, there are no material disputes under any Material Contract pending and the Company has not received notice pursuant to any outstanding indebtednessMaterial Contract of any threatened material disputes. (c) Except as set forth on Section 2.14(c) of the Company Disclosure Schedule, obligation in the twelve (12) months prior to the date of this Agreement, neither the Company nor any Asset Seller has received notice pursuant to any Material Contract that the counterparty intends to terminate or liability request a material modification to such Material Contract. Except as set forth on Section 2.14(c) of the Company Disclosure Schedule and except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, (i) in the six (6) months prior to the date of this Agreement, neither the Company nor any Asset Seller has received, to the Company’s Knowledge (which for borrowed money may this purpose shall be prepaid actual knowledge), oral notice from any counterparty to a Franchise Agreement that such party intends to terminate or request a material modification to, or materially breach, such Franchise Agreement, and (ii) in full without the six (6) months prior to the date of this Agreement, to the Company’s Knowledge (which for this purpose shall be actual knowledge), none of the following circumstances has occurred: (1) the Company has provided a notice of non-renewal to the other party to a Franchise Agreement; (2) possession or control of the property that is the subject of the Franchise Agreement has been assumed by a receiver, management company, bankruptcy trustee, secured lender, or similar party that has not agreed to assume the Franchise Agreement (whether on a temporary or permanent basis); (3) at least 50% of the guest rooms at the property that is the subject of a Franchise Agreement have become un-rentable or otherwise out of service, whether as a result of fire, flood, or other natural disaster, the exercise of partial eminent domain, a life/safety issue or otherwise; or (4) a change of control of the property that is the subject of the Franchise Agreement, where the transferee has failed to assume the Franchise Agreement or enter into a new Franchise Agreement after 30 days. Except as set forth on Section 2.14(c) of the Company Disclosure Schedule and except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, in the ninety (90) days prior to the date of this Agreement, to the Company’s Knowledge (which for this purpose shall be actual knowledge), the Company has not provided the franchisee with written notice that the franchisee is in default of the Franchise Agreement as a result of quality assurance issues, where the franchisee has not agreed in writing to a corrective action plan. (d) Section 2.14(d) of the Company Disclosure Schedule identifies by jurisdiction and effective date all currently effective registrations under the Federal Trade Commission trade regulation rule entitled “Disclosure Requirements and Prohibitions Concerning Franchising,” 16 C.F.R. Section 436 et seq. and any prepayment penaltiesother Law regulating the offer and/or sale of franchises, business opportunities, seller-assisted marketing plans or similar relationships (the “Franchise Laws”) that are applicable to the Business. The Company and each Asset Seller has complied in all material respects with the Franchise Laws. None of the Company or any Asset Seller is subject to any Order that would prohibit or restrict the offer or sale of any Knights Inn Franchise in any jurisdiction within the United States. (e) To the Company’s Knowledge, all funds administered by or paid to the Business by or on behalf of one or more Knights Inn Franchises at any time since January 1, 2015, including funds that the Knights Inn Franchises contributed for advertising and promotion, and any rebates and other payments made by suppliers and other third parties on account of the Knights Inn Franchises’ purchases from those suppliers and third parties, have been administered and spent in accordance in all material respects with the applicable Franchise Agreements.

Material Contracts. The Company Disclosure Letter sets forth a complete (a) Except for the Original Agreement (and accurate list as of the date of this Agreement and as of the Closing Date, this Agreement), the Company Benefit Plans, the Company Real Property Leases, the Company Subleases and agreements filed as exhibits to the Company SEC Documents (including those that are filed with the SEC at any time prior to the Original Agreement Date and incorporated by reference thereto), as of the Original Agreement Date, neither the Company nor any of the following to which the Company or any Subsidiary of the Company its Subsidiaries is a party to or by which the Company or bound by: (i) any Subsidiary “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):SEC); (aii) all contracts, agreements, commitments any Contract with any Top Company Customer or understandings Top Company Vendor pursuant to which involve material payments are to be made or receipts received by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period; (b) all written management, compensation, employment or other contracts entered into with any executive officer or director material obligations of the Company or any Subsidiary of its Subsidiaries will remain outstanding after the CompanyOriginal Agreement Date, other than with respect to commercial product Warranties on customary terms; (ciii) all contracts or agreements any Contract under which the Company or any Subsidiary of its Subsidiaries has continuing indemnification, earnout or similar obligations to or by any third person which are material to the Company and its Subsidiaries, taken as a whole, other than those entered into on customary terms in connection with the distribution, sale or license of the Company has any outstanding indebtedness, obligation or liability for borrowed money or Company’s products in the deferred purchase price Ordinary Course of property or has the right or obligation to incur Business and other than any such indebtedness, obligation Contracts that may be cancelled without liability to the Company or liabilityits Subsidiaries upon notice of 90 days or less; (div) any Contract concerning the acquisition or divestiture of any entity or any business (or all bonds or agreements substantially all of guarantee the assets of any entity or indemnification in any business), or any investment in, or acquisition or divestiture of any security of, any entity, by the Company or any of its Subsidiaries under which the Company or any Subsidiary of its Subsidiaries has any material continuing obligations; (v) any Contract for capital expenditures involving payments of more than $4,000,000 individually or $8,000,000 in the Company acts as suretyaggregate, guarantor by or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations on behalf of the Company or any Subsidiary of its Subsidiaries, for which reserves have not already been established in the financial statements of the CompanyCompany and its Subsidiaries; (evi) all noncompete agreements any Contract which is material to which the Company, any Subsidiary operations of the Company and its Subsidiaries, taken as a whole, involving a joint venture or strategic alliance or partnership agreement or other sharing of profits or losses with any affiliate thereof is a partyperson; (fvii) all partnership and joint venture agreementsany Contract relating to indebtedness for borrowed money in an amount in excess of $5,000,000 individually; (gviii) each other contract any Contract with any Top Company Customer or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three yearsTop Company Vendor containing any, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letteror, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no any other party thereto is material Contract containing any material, covenants, commitments, or other obligations by the Company or any of its Subsidiaries (A) not to compete with any person in default a line of business or activity, (B) not to engage in any material respect under the terms line of business or activity in any Company Material Contractgeographic location in a line of business, activity or geographic location, (iiiC) granting any exclusive rights to any third party, (D) including “take or pay,” “sole source” or “requirements” obligations, (E) granting any “most favored pricing” or similar terms to any third party, or (F) otherwise prohibiting or limiting the right of the Company or its Subsidiaries to sell, distribute or manufacture any products or services or to purchase or otherwise obtain any software, components, parts or subassemblies, in each case, other than any such Contracts (x) that may be cancelled without material liability to the Company or any of its Subsidiaries upon notice of 180 days or less, or (y) which are not material to the Company and its Subsidiaries, taken as a whole; (ix) any Contract disclosed or required to be disclosed on Section 3.20(g) of the Company Disclosure Letter; (x) any Order or settlement or conciliation agreement entered into since January 1, 2018, other than (A) releases immaterial in nature and amount entered into with former employees or independent contractors of the Company in the Ordinary Course of Business or (B) settlement agreements which would not require the Company to pay consideration in excess of $2,000,000; (xi) any Contract evidencing an outstanding loan, advance or investment by the Company or any of its Subsidiaries to or in, any person (other than the Company or any other Subsidiary of the Company) of more than $5,000,000 in the aggregate (excluding trade receivables and advances to employees for normally incurred business expenses, each arising in the Ordinary Course of Business); (xii) each Company Material Government Contract is valid, binding (excluding any Government Contracts with universities or similar institutions on customary and in full force reasonable terms); and (xiii) any Contract not described above and effect in all material respects, and (iv) all contracts or agreements under pursuant to which the Company or any of its Subsidiaries has paid or received payments in excess of $5,000,000 in the most recent fiscal year, or is obligated to pay or entitled to receive payments in excess of $5,000,000 in the 12-month period following the Original Agreement Date, in each case, other than (A) Contracts solely between the Company and a wholly owned (direct or indirect) Subsidiary of the Company has any outstanding indebtednessor solely between wholly owned (direct or indirect) Subsidiaries of the Company, obligation (B) Contracts with customers, suppliers, vendors, or liability for borrowed money may be prepaid third-party service providers entered into in full without any prepayment penalties.the Ordinary Course of Business on reasonable terms or (C)

Material Contracts. The (a) Schedules 2.19(a)(i) through (xxvii) of the Company Disclosure Letter sets set forth a complete and accurate list as of the date of this Agreement of any each of the following Contracts to which the Company or any Subsidiary of the Company is a party that are in effect on the Agreement Date (collectively, the “Material Contracts”): (i) any Contract with a (A) Customer or by (B) Significant Supplier; (ii) any Contract providing for payments to the Company (or under which the Company has made or received such payments) in the period since the Company’s inception; (iii) any Contract providing for payments by the Company (or under which the Company has made such payments) in the period since the Company’s inception in an aggregate amount of $10,000 or more per annum; (iv) any dealer, reseller, distributor, referral, sales representative or similar agreement, or any Subsidiary Contract providing for the grant of rights to reproduce, license, market, refer or sell the Company’s products or services to any other Person or relating to the advertising or promotion of the Business or pursuant to which any third parties advertise on any websites operated by the Company; (v) (A) any joint venture Contract, (B) any Contract that involves a sharing of revenues, profits, cash flows, expenses or losses with other Persons and (C) any Contract that involves the payment of royalties to any other Person; (vi) any separation agreement or severance agreement with any current or former employees under which the Company has any on-going payment obligations or potential future payment obligations; (vii) any Contract for or relating to the employment or service (other than at-will employment Contracts that do not provide for severance or other termination benefits) of any director, officer, employee, consultant or beneficial owner of more than 5% of the total shares of Company Common Stock or any other type of Contract with any of the Company’s directors, officers, employees, consultants or beneficial owners of more than 5% of the total shares of Company Common Stock, as the case may be; (viii) any Contract (A) pursuant to which any other party is granted exclusive rights or “most favored party” rights of any type or scope with respect to any of the Company is bound Products or Company Intellectual Property, (eachB) containing any non-competition covenants or other restrictive covenants relating to the Company Products or Company-Owned Intellectual Property, a "COMPANY MATERIAL CONTRACT"): (aC) all contractsthat, agreementsexcluding restrictions and other limitations on the use of Third-Party Intellectual Property contained in the applicable written license agreement therefor, commitments limits or understandings which involve payments would limit the freedom of the Company any of its successors, assigns or receipts Affiliates to (I) engage or participate, or compete with any other Person, in any line of business, market or geographic area with respect to the Company Products or the Company Intellectual Property, or to make use of any Company Intellectual Property, including any grants by the Company of exclusive rights or licenses or (II) sell, distribute or manufacture any products or services or to purchase or otherwise obtain any software, components, parts or services, (D) containing any “take or pay,” minimum commitments or similar provisions or (E) that is set forth on Schedule 2.15(p) of its Subsidiaries in excess of $1,000,000 during any twelve month periodthe Company Disclosure Letter; (bix) any standstill or similar agreement containing provisions prohibiting a third party from purchasing Equity Interests of the Company or the assets of the Company or otherwise seeking to influence or exercise control over the Company; (x) other than (A) licenses Open Source Materials, (B) “shrink wrap” and similar generally available commercial end-user licenses to software that have an individual acquisition cost of $1,000 or less and are not incorporated into or integrated with, or directly used in the development of, the Company Products and (C) employee invention assignment agreements and consulting agreements with Authors on the Company’s standard form(s) of agreement, copies of which have been provided to Acquirer, all written managementlicenses, compensationsublicenses and other Contracts to which the Company is a party and pursuant to which the Company acquired or is authorized to use any Third-Party Intellectual Property; (xi) any license, employment sublicense or other contracts Contract pursuant to which any Person is authorized to manufacture, reproduce or use any Company Product or is otherwise granted a license under any Company-Owned Intellectual Property (other than Standard Outbound Licenses); (xii) any license, sublicense or other Contract pursuant to which the Company has agreed to any restriction on the right of the Company to use or enforce any Company-Owned Intellectual Property or, excluding Permitted Encumbrances, pursuant to which the Company agrees to encumber, transfer or sell rights in or with respect to any Company-Owned Intellectual Property; (xiii) any Contracts relating to the membership of, or participation by, the Company in, or the affiliation of the Company with, any industry standards group or association; (xiv) any Contract providing for the development of any software, technology or Intellectual Property, independently or jointly, either by or for the Company (other than employee invention assignment agreements and consulting agreements with Authors on the Company’s standard forms of agreement, copies of which have been provided to Acquirer); (xv) any confidentiality, secrecy or non-disclosure Contract other than any such Contract entered into by the Company in the ordinary course of business consistent with past practice; (xvi) any executive officer Contract to license or director authorize any third party to manufacture or reproduce any of the Company Products or Company Intellectual Property; (xvii) any Contract containing any indemnification, warranty, support, maintenance or service obligation or cost on the part of the Company that is outside the ordinary course of business consistent with past practices; (xviii) any settlement agreement with respect to any Legal Proceeding; (xix) any Contract pursuant to which rights of any third party are triggered or become exercisable, or under which any other consequence, result or effect arises, in connection with or as a result of the execution of this Agreement or the consummation of the Merger or the other Transactions; (xx) any Contract or plan (including any stock option, merger and/or stock bonus plan) relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of Company Capital Stock or any other securities of the Company or any Subsidiary options, warrants, convertible notes or other rights to purchase or otherwise acquire any such shares of stock, other securities or options, warrants or other rights therefor, except for the repurchase rights disclosed on Schedule 2.2(a) or Schedule 2.2(b) of the CompanyCompany Disclosure Letter; (cxxi) all contracts any Contract with any labor union or agreements under any collective bargaining agreement or similar contract with its employees; (xxii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP; (xxiii) any Contract of guarantee, surety, support, indemnification (other than pursuant to its standard end user agreements), assumption or endorsement of, or any similar commitment with respect to, the Liabilities or indebtedness of any other Person; (xxiv) any Contract for capital expenditures in excess of $5,000 in the aggregate; (xxv) any Contract pursuant to which the Company is a lessor or lessee of any real property or any Subsidiary of machinery, equipment, motor vehicles, office furniture, fixtures or other personal property; (xxvi) any Contract pursuant to which the Company has any outstanding indebtednessacquired a business or entity, obligation or liability for borrowed money assets of a business or the deferred entity, whether by way of merger, consolidation, purchase price of property stock, or has the right or obligation to incur any such indebtednesspurchase of assets, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements Contract pursuant to which the Company, it has any Subsidiary of the Company or ownership interest in any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-QPerson; and (hxxvii) all agreements relating to material business acquisitions any Contract with any Governmental Entity, any Company Authorization, or dispositions during the last three yearsany Contract with a government prime contractor, or higher-tier government subcontractor, including any separate tax indefinite delivery/indefinite quantity contract, firm-fixed-price contract, schedule contract, blanket purchase agreement, or indemnification agreementstask or delivery order (each a “Government Contract”). (b) All Material Contracts are in written form. Except as set forth The Company has performed all of the obligations required to be performed by it and is entitled to all benefits under, and is not alleged to be in default in respect of, any Material Contract. Each of the Material Contracts is in full force and effect, subject only to the effect, if any, of applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remedies. There exists no default or event of default or event, occurrence, condition or act, with respect to the Company Disclosure Letteror, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no with respect to any other party thereto is in default in any material respect under contracting party, that, with the terms giving of notice, the lapse of time or the happening of any Company other event or condition, would reasonably be expected to (i) become a default or event of default under any Material Contract or (ii) give any third party (A) the right to declare a default or exercise any remedy under any Material Contract, (iiiB) each Company the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Material Contract is validContract, binding and in full force and effect in all material respects, and (ivC) all contracts the right to accelerate the maturity or agreements under which the Company or performance of any Subsidiary obligation of the Company under any Material Contract, or (D) the right to cancel, terminate or modify any Material Contract. The Company has not received any outstanding indebtednessnotice or other communication regarding any actual or possible violation or breach of, obligation default under, or liability intention to cancel or modify any Material Contract. The Company does not have any Liability for borrowed money may be prepaid in full without any prepayment penaltiesrenegotiation of Government Contracts. True, correct and complete copies of all Material Contracts have been provided to Acquirer at least three Business Days prior to the Agreement Date.

Material Contracts. The Company Disclosure Letter sets forth a complete (a) Schedule 3.11, Part (a) lists all agreements, contracts, arrangements and accurate list as of the date of this Agreement of any of the following commitments (collectively, “Material Contracts”) to which the Company or any Subsidiary of the Company is a party and which are currently in effect and constitute the following: (i) all partnership, joint venture or by which limited liability company contract arrangements or agreements; (ii) all material license agreements or agreements in respect of similar rights granted or held, except for licenses with respect to (A) pre-packaged software applications, or (B) rights to display or use the Company marks or any Subsidiary names of third parties pursuant to agreements with the Company’s suppliers; (iii) all contracts or other documents that substantially limit the freedom of the Company is bound to compete in any line of business or with any Person or in any geographic area; (iv) all agreements or other documents of the Company in respect of borrowed money, including financial instruments of indenture or security instruments (typically interest-bearing) such as notes, mortgages, loans and lines of credit; (v) any contract that requires a consent to or otherwise contains a provision relating to a “change of control,” in connection with this Agreement; (vi) any contract with any officer, director, or shareholder of the Company (each, a "COMPANY MATERIAL CONTRACT"):“Related Party”) or any contract with any family member or Affiliate of a Related Party; (avii) any contract providing for indemnification to or from any Person with respect to liabilities relating to any current or former business of the Company; and (viii) all contracts, agreements, commitments agreements or understandings which involve payments or receipts by other documents of the Company in respect of property or any of its Subsidiaries assets (whether real or personal, tangible or intangible) in which the Company holds a leasehold interest with annual payments in excess of Twenty Five Thousand United States Dollars ($1,000,000 during any twelve month period;25,000). (b) all written managementEach Material Contract set forth on Schedule 3.11, compensation, employment or other contracts entered into with any executive officer or director of the Company or any Subsidiary Part (a) is a valid and binding agreement of the Company; (c) all contracts or agreements under which , enforceable in accordance with its terms against the Company or any Subsidiary of and, to the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary Knowledge of the Company; , the other contracting party (e) all noncompete agreements subject to which the Bankruptcy and Equity Exception), and is in full force and effect, except where the failure of any Material Contract to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, would not reasonably be expected to be material to the Company. Neither the Company, nor to the Knowledge of the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three yearsparty thereto, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, and the Company has made available to the Parent a copy of each Material Contract. (c) Except as set forth on Schedule 3.11, Part (b), no consent, approval, waiver or other action by any Person under any Material Contract listed on Schedule 3.11, Part (a) is required or necessary for, or as a result of, the execution, delivery and performance by the Company of this Agreement or any other Transaction Document to which default permits the other Company is a party to adversely alter or terminate any rights the consummation by the Company of the Company transactions contemplated hereby or any Subsidiary of thereby. (d) The License & Supply Agreement between the Company or accelerate and Daewoong, dated as of September 30, 2013 (the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii“Daewoong Agreement”) to the knowledge is a valid and binding agreement of the Company, no other party thereto enforceable in accordance with its terms against the Company and Daewoong (subject to the Bankruptcy and Equity Exception), and is in full force and effect. Neither the Company nor Daewoong is in default in any material respect under the terms of the Daewoong Agreement. Except as listed on Schedule 3.11(d), no consent, approval, waiver or other action by any Person under the Daewoong Agreement is required or necessary for, or as a result of, the execution, delivery and performance by the Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts of this Agreement or agreements under any other Transaction Document to which the Company is a party or any Subsidiary the consummation by the Company of the Company has any outstanding indebtedness, obligation transactions contemplated hereby or liability for borrowed money may be prepaid in full without any prepayment penaltiesthereby.

Material Contracts. The Company Disclosure Letter sets forth a complete and accurate list as of the date of Except for this Agreement of and the Related Documents and except as set forth on Schedule 2.10: (a) There are no agreements, understandings, instruments, contracts or transactions (whether written or oral) between the Company or its subsidiaries and any of Affiliate (as defined in the following Shareholders Agreement). (b) There are no agreements, understandings, instruments, contracts or transactions (whether oral or written) to which the Company or any Subsidiary subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company it or any of its Subsidiaries assets is bound that involve (i) obligations of, or payments by or to, the Company or its subsidiaries in excess of $1,000,000 during 250,000 in any twelve (12) month period; , (bii) all written management, compensation, employment the issuance of debt or other contracts entered into with any executive officer or director equity securities of the Company or its subsidiaries or the incurrence of indebtedness or the pledge or grant of any Subsidiary security interest or encumbrance on the Company’s or its subsidiaries’ assets, (iii) restrictions on the development, provision or distribution of the Company; ’s or its subsidiaries’ products or services, (civ) all contracts any employment, severance or agreements consulting agreement, (v) the disposition of a material portion of the Company’s or its subsidiaries’ assets or the acquisition of the business or securities or other ownership interests of another Person, (vi) any agreement under which the Company or its subsidiaries is restricted from carrying on any Subsidiary line of business or carrying on business in any geographic location, (vii) any Reinsurance Contract or (viii) any fees or payments to any Person (including any broker, investment bank or other finder) relating to any financing (public or private) or the sale of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations enterprise value of the Company or any Subsidiary of the Company;its subsidiaries (through merger, consolidation, asset transfer, equity transfer, license or otherwise) (each, a “Material Contract”). (ec) Schedule 2.10 contains a complete list of all noncompete agreements Material Contracts. With respect to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure LetterMaterial Contract, (i) neither such Material Contract is legal, valid, binding, enforceable (subject to the Company nor any Subsidiary of the Company is Enforceability Exceptions) and in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of full force and effect against the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagesits subsidiaries, as applicable, (ii) neither the Company, its subsidiaries, nor, to the knowledge of the Company, no any other party thereto thereto, is in breach or default in any material respect respect, and no event has occurred that with notice or lapse of time would constitute a material breach or default on the part of the Company or its subsidiaries or, to the knowledge of the Company, any other party thereto, or permit termination, modification or acceleration, under the terms of any Company such Material Contract, Contract and (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which neither the Company or any Subsidiary its subsidiaries nor, to the knowledge of the Company Company, any other party thereto, has repudiated any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesprovision of such Material Contract.

Material Contracts. The Company Disclosure Letter (a) Schedule 3.16(a) sets forth a true, correct and complete and accurate list as of the date of this Agreement of any of the following all Contracts described in clauses (i) through (xv) below to which the Company or any Subsidiary member of the Company Group is a party or by which the Company or any Subsidiary member of the Company is bound (eachGroup, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period; (b) all written management, compensation, employment or other contracts entered into with any executive officer or director of the Company or any Subsidiary of the Company; Group Assets, are bound (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation each Contract required to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingentbe set forth on Schedule 3.16(a), other than a Company Benefit Plan, a “Company Material Contract”) and the Company has delivered to the SPAC, true, complete and correct copies of each: (i) contains covenants that materially limit the ability of any such guarantees of the obligations member of the Company Group (A) (1) to compete in any line of business, with any Person or in any Subsidiary geographic area, (2) to sell or provide any service or product, or (3) to solicit any Person, other than in respect of customary non-disclosure agreements entered into by any member of the CompanyCompany Group in the ordinary course of business or (B) to purchase or acquire an Interest in any other Person; (eii) all noncompete agreements with any Governmental Authority to which the Company, any Subsidiary of the a Company or any affiliate thereof is a party; (fiii) all partnership and providing for the formation of any joint venture agreementsor profit-sharing agreement or arrangement; (giv) each providing for the indemnification by a Company Group member of any Person or the assumption of any Tax, environmental or other contract Liability of any Person, other than any such Contract for the purchase or sale of goods and services executed in the ordinary course of business; (v) evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) by and between members of the Company Group having an outstanding principal amount in excess of $500,000; (vi) was entered into during the past two (2) years involving the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets, including real property, with an aggregate value in excess of $500,000 (other than Contracts (A) in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing, (B) in the ordinary course of business consistent with past practice or (C) between the members of the Company Group); (vii) pursuant to which payments or receipts by any member of the Company Group under such Contract or Contracts exceeded $500,000 in the fiscal year ending December 31, 2022, in the aggregate; (viii) is with any Top Supplier, or Top Customer excluding any non-disclosure agreements, purchaser order forms, sales acknowledgement forms or similar agreements entered into in the ordinary course of business; (ix) pursuant to which a Company Group member is required to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions; (x) is between any member of the Company Group and any directors, officers or employees of a Company Group member (including, for the avoidance of doubt, the Key Management) or any Related Person and which are not cancellable without material penalty or without more than ninety (90) days’ notice; (xi) is a collective bargaining agreement listed as an exhibit or Contract with any Union to which the Company is a party; (xii) obligates the Company Group to make any capital commitment or expenditure in excess of $500,000 (including pursuant to any joint venture); (xiii) relates to a settlement entered into within three (3) years prior to the Company's most recent Form 10-K and 10-Q; anddate of this Agreement or under which any member of the Company Group has outstanding obligations (other than customary confidentiality obligations) that would be reasonably likely to involve payments in excess of $500,000 after the date of this Agreement; (hxiv) all relates to the development, ownership, licensing or use of any Intellectual Property by, to or from any member of the Company Group (the “Company IP Licenses”), other than (A) “shrink wrap,” “click wrap,” and “off the shelf” software agreements relating and other agreements for Software commercially available on reasonable terms to material business acquisitions the public generally with license, maintenance, support and other fees of less than $50,000 per year, (B) employee or dispositions during the last three yearsconsultant invention assignment agreements entered into on a Company Group’s standard form of such agreement, including any separate tax or indemnification agreements. Except as set forth (C) confidentiality agreements entered into in the ordinary course of business, (D) non-exclusive licenses from or to suppliers, customers or distributors to any member of the Company Disclosure LetterGroup entered into in the ordinary course of business, or (E) feedback and ordinary course trade name or logo rights that are not material to any member of the Company Group; or (xv) the termination of which, would be otherwise material to the Company Group and not covered by clauses (i) neither the Company nor any Subsidiary through (xiv) above. (b) No member of the Company Group 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 in breach of or default under the terms of any Company Material Contract, which default permits the other party to adversely alter and no event has occurred or terminate not occurred through any rights of the Company Group’s action or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagesinaction or, (ii) to the knowledge Knowledge of the Company, no other party thereto is in 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 in any material respect under the terms of any Company Material Contract, (iii) in each case, except as would not reasonably expected to have, individually or in the aggregate, a material and adverse effect on the Company Group, taken as a whole. Each Company Material Contract (i) is valida valid and binding obligation of the member of the Company Group that is party thereto and, binding to the Knowledge of the Company, of each other party thereto, and (ii) is in full force and effect, subject to the Remedies Exception, in each case, except as would not be reasonably expected to have, individually or in the aggregate, a material and adverse effect in all material respectson the Company Group, taken as a whole. There are no, and within the last three (iv3) all contracts or agreements under which years there have not been, disputes pending or, to the Knowledge of the Company, threatened in writing with respect to any Company Material Contract, and the Company or Group has not received any Subsidiary written notice of the intention of any other party to a Company has Material Contract to terminate for default, convenience or otherwise any outstanding indebtednessCompany Material Contract, obligation except as would not be reasonably expected to have, individually or liability for borrowed money may be prepaid in full without any prepayment penaltiesthe aggregate, a material and adverse effect on the Company Group, taken as a whole.

Material Contracts. The (a) Set forth in Section 3.09(a) of the Company Disclosure Letter sets forth is a complete and accurate list list, as of the date hereof, of this Agreement (i) each Contract that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of any Regulation S-K of the SEC if such report was filed by the Company with the SEC on the date hereof, and (ii) each of the following to which the Company or any Subsidiary of the Company its Subsidiaries is a party or by any of them or their respective assets or properties are otherwise bound: a Contract (A) that materially limits or purports to materially limit, curtail or restrict either the type of business in which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries (or, after giving effect to the Merger and the Subsequent Mergers, Purchaser or any of its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business or to hire or solicit for hire for employment any individual or group, (B) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for or guaranteeing indebtedness in excess of $5,000,000 or that becomes due and payable upon, or provides a right of termination or acceleration as a result of, the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated hereby; (C) that, individually or together with related Contracts, provides for any acquisition, disposition, lease, license, use, distribution or outsourcing, after the date of this Agreement, of assets, services, rights or properties with a value or requiring annual fees in excess of $5,000,000, in each case other than in the ordinary course of business consistent with past practice, or that is otherwise material to the business of the Company or any of its Subsidiaries; (D) that is a collective bargaining agreement; (E) that involves or could reasonably be expected to involve aggregate payments by or to the Company and/or its Subsidiaries in excess of $1,000,000 during in any twelve twelve-month period; (b) all written management, compensation, employment except for any Contract that may be cancelled without penalty or termination payments by the Company and/or its Subsidiaries upon notice of 60 days or less other contracts than any such Contract entered into in the ordinary course of business consistent with any executive officer or director past practice; (F) that (1) includes an indemnification obligation of the Company or any Subsidiary of its Subsidiaries with a maximum potential liability in excess of $1,000,000, other than indemnification arrangements arising pursuant to Contracts that are entered into in the ordinary course of business consistent with past practice, or (2) provides for, to the Company; ’s Knowledge, indemnification to the other party for such other party’s own negligence, gross negligence or willful misconduct; (cG) all contracts that involves Intellectual Property that is material to the Company and its Subsidiaries, taken as a whole, and pursuant to which the Company and/or its Subsidiaries licenses Company Intellectual Property (1) to its customers on an exclusive basis or agreements under (2) to any other person not in the ordinary course of business consistent with past practice; (H) any Contract that provides for any standstill, most favored nation provision or equivalent preferential pricing terms, exclusivity or similar obligations to which the Company or any Subsidiary of the Company has any outstanding indebtednessits Subsidiaries is subject or a beneficiary thereof, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation which is material to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of its Subsidiaries, taken as a whole (or, following the consummation of the Merger, the Subsequent Mergers and the other transactions contemplated hereby, would be material to Purchaser or any of its Subsidiaries); (I) any Contract for any joint venture, partnership or similar arrangement; or (J) any other Contract that would, or would reasonably be expected to, individually, prevent, materially delay or materially impede the Company’s ability to consummate the transactions contemplated by this Agreement. Each such contract described in clause (i) and clauses (ii)(A) through (ii)(J) and together with all Contracts filed as exhibits to the Company acts as surety, guarantor or indemnitor with respect to any obligation SEC Documents (fixed or contingent)in each case, other than any such guarantees Company Plan), is referred to herein as a “Material Contract.” (i) Each Material Contract is, and immediately after the consummation of the obligations transactions contemplated by this Agreement will be, a valid and binding obligation of the Company and its Subsidiaries (to the extent they are parties thereto or any Subsidiary of bound thereby) enforceable against them and, to the Company; ’s Knowledge, each other party thereto, in accordance with its terms and is in full force and effect, in each case in all material respects (e) all noncompete agreements except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to which the Companyor affecting creditors’ rights, any Subsidiary and by general equitable principles), and each of the Company and each of its Subsidiaries (to the extent they are party thereto or any affiliate thereof is a party; (fbound thereby) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit and, to the Company's most recent Form 10-K ’s Knowledge, each other party thereto has performed in all material respects all obligations required to be performed by it under each Material Contract, and 10-Q; and (hii) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary each of the Company and each of its Subsidiaries has performed in all material respects all obligations required to be performed by it under each Material Contract and it is not (with or without notice, lapse of time or both) in breach or default under the terms of any Company Material Contractof its material obligations thereunder and, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge Knowledge of the Company, no other party thereto is in default in to any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid(with or without notice or lapse of time, binding and or both) in full force and effect in all material respectsbreach or default thereunder, and (iv) all contracts or agreements under which neither the Company nor any of its Subsidiaries has received written notice from the other party to any Material Contract of any intention to cancel, terminate, change the scope of rights and obligations under or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesnot to renew such Material Contract.

Material Contracts. The (a) Section 3.9(a) of the Company Disclosure Letter Schedules sets forth a complete and accurate list of the following Contracts to which a Group Company is, as of the date of this Agreement of any of the following Agreement, a party (each Contract required to which the Company or any Subsidiary be set forth on Section 3.9(a) of the Company is a party or by which Disclosure Schedules, together with each of the Company or any Subsidiary Contracts entered into after the date of this Agreement that would be required to be set forth on Section 3.9(a) of the Company is bound (eachDisclosure Schedules if entered into prior to the execution and delivery of this Agreement, a "COMPANY MATERIAL CONTRACT"collectively, the “Material Contracts”): (ai) all contractsany Contract relating to Indebtedness of any Group Company or to the placing of a Lien (other than any Permitted Lien) on any assets or properties of any Group Company, agreementsin each case, commitments other than ordinary course trade payables; (ii) any Contract under which any Group Company is lessee of or understandings holds, in each case, any tangible property (other than real property), owned by any other Person; (iii) any Contract under which involve payments any Group Company is lessor of or receipts permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by such Group Company; (iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract and (B) any Contract with respect to material Company Licensed Intellectual Property (other than (I) any Contract of the type described in Section 3.15(c)(i), (II) licenses to Off-the-Shelf Software, (III) licenses to Public Software, and (IV) non-disclosure agreements and licenses granted by employees, individual consultants or individual contractors of any Group Company pursuant to Contracts with employees, individual consultants or individual contractors); (v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of any Group Company to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the operations of MEOA or any of its Subsidiaries Affiliates after the Closing, (B) contains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of any Group Company to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer in any material respect or that would so limit or purports to limit, in any material respect, MEOA or any of its Affiliates after the Closing; (vi) any Contract requiring any future capital commitment or capital expenditure (or series of capital expenditures) by any Group Company in an amount in excess of (A) $100,000 annually, or (B) $100,000 over the life of the agreement; (vii) any Contract requiring any Group Company to guarantee the Liabilities of any Person (other than the Company or a Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a Group Company; (viii) any Contract under which any Group Company has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person or made any capital contribution to, or other investment in, any Person; (ix) any Contract required to be disclosed on Section 3.21 of the Company Disclosure Schedules; (x) any Contract with any Person under which any Group Company grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any Company Product or any Intellectual Property Rights; (xi) any Contract governing the terms of, or otherwise related to, the employment, engagement or services of any current director, manager, officer, employee, or Contingent Worker of a Group Company (A) whose annual base salary (or, in the case of a Contingent Worker, actual or anticipated annual base compensation) is in excess of $1,000,000 during 100,000, or (B) that provides for severance or any twelve month periodother post-termination payments or benefits; (bxii) all written managementany Contract governing the terms of, compensationor otherwise related to, employment the employment, engagement or services of any former director, manager, officer, employee, or Contingent Worker of a Group Company pursuant to which any Group Company, as of the Closing, has or will have an obligation to pay severance or other contracts entered into with any executive officer or director of the Company or any Subsidiary of the Companypost-termination pay; (cxiii) all contracts any Contract providing for any Change of Control Payment of the type described in clause (a) of the definition thereof; (xiv) any collective bargaining agreements and any other agreements executed with a union or agreements similar organization; (xv) any Contract for the disposition of any portion of the assets or business of any Group Company or for the acquisition by any Group Company of the assets or business of any other Person (other than acquisitions or dispositions made in the ordinary course of business), or under which the Company or any Subsidiary of the Group Company has any outstanding indebtednesscontinuing obligation with respect to an “earn-out”, obligation or liability for borrowed money or the deferred contingent purchase price of property or has the right other contingent or obligation to incur any such indebtedness, obligation or liabilitydeferred payment obligation; (dxvi) all bonds any Contract for the settlement or agreements conciliation of guarantee a prior Proceeding or indemnification other dispute with a third party (A) the performance of which would be reasonably likely to involve any payments after the date of this Agreement, (B) with a Governmental Entity, or (C) that imposes or is reasonably likely to impose, at any time in which the future, any material, non-monetary obligations on any Group Company (or MEOA or any Subsidiary of its Affiliates after the Closing); (xvii) any Contract with any (x) Material Customer or (y) Material Supplier; (xviii) any Contract with any Governmental Entity; (xix) any Contract granting an exclusive or other material license in and to Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent)Licensed Intellectual Property, other than any such guarantees of the obligations of the Company or any Subsidiary of the Companylicenses for Off-the-Shelf Software; (exx) all noncompete agreements any Contract granting an exclusive or other material license in and to which any Company-Owned Intellectual Property, other than incidental licenses granted in the Company, any Subsidiary ordinary course of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Qbusiness; and (hxxi) all agreements relating any other Contract the performance of which requires either (A) annual payments to material business acquisitions or dispositions during from any Group Company in excess of $100,000 or (B) aggregate payments to or from any Group Company in excess of $100,000 over the last three yearslife of the agreement and, including any separate tax or indemnification agreements. Except as set forth in each case, that is not terminable by the applicable Group Company Disclosure Letter, without penalty upon less than thirty (30) days’ prior written notice. (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Each Material Contract is validvalid and binding on the applicable Group Company and, binding to the Company’s knowledge, the counterparties thereto, and is in full force and effect and enforceable in all accordance with its terms against the applicable Group Company and, to the Company’s knowledge, the counterparties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), (ii) the applicable Group Company and, to the Company’s knowledge, the counterparties thereto are not in material respectsbreach of, or default under, any Material Contract, and (iviii) all contracts no event has occurred that (with or agreements under which without due notice or lapse of time or both) could reasonably be expected to result in a material breach of, or default under, any Material Contract by the applicable Group Company or any Subsidiary or, to the Company’s knowledge, the counterparties thereto. (c) Section 3.9(c) of the Company Disclosure Schedules sets forth a list of each of the Material Suppliers and the Material Customers. Since July 31, 2021, no such Material Supplier or Material Customer has canceled, terminated or materially and adversely altered its relationship with the Company, or to the Company’s knowledge, threatened in writing to cancel or terminate its relationship with the Company. There have been no material disputes between the Company and any outstanding indebtedness, obligation Material Supplier or liability for borrowed money may be prepaid in full without any prepayment penaltiesMaterial Customer since the date of the Latest Balance Sheet.

Material Contracts. The Company Disclosure Letter (a) Schedule 4.16(a) sets forth a complete and accurate list as of the date of this Agreement of any all of the following Contracts to which the Company or any Subsidiary of the Company is a party or by which any of them or their respective assets or properties are bound (collectively, the “Material Contracts”) but excluding for all cases the Development Agreement: (i) Contracts required to be disclosed on Schedule 4.22(a); (ii) Contracts for the sale of any of the assets of Company other than in the Ordinary Course of Company’s Business; (iii) Contracts for joint ventures, strategic alliances, partnerships, licensing arrangements or sharing of profits or proprietary information; (iv) Contracts containing covenants of Company not to compete in any Subsidiary line of business or with any Person in any geographical area or not to solicit or hire any individual with respect to employment or covenants of any other Person not to compete with Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (v) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) of any operating business or material assets or the capital stock or other equity interests of any other Person; (vi) Contracts relating to Indebtedness; (vii) Contracts entered into outside of the Ordinary Course of Company’s Business providing for the license of Company Products or the provision of services by Company; (viii) Contracts providing for severance, retention, change in control or other similar payments, or for the employment of any individual on a full-time, part time or consulting or other basis; (ix) Contracts providing for indemnification or reimbursement by Company arising out of or in connection with any Company Product or service provided by Company; (x) Contracts (or group of related contracts) to which the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):party that involve the expenditure or receipt of more than $100,000 annually or which require performance by any party more than one year from the date hereof; (axi) all contractsContracts for the lease of Leased Property, agreementsincluding, commitments without limitation, the Real Property Leases; (xii) Contracts and agreements related to obtaining materials and services used in the manufacture of Eikon Kits and other kits and receptacle or understandings which involve payments collection systems and other material supplier Contracts; (xiii) Contracts with any Person that require Company to deal exclusively with such Person or receipts that require Company to transact a minimum amount of business with such Person (or provide for negative consequences if Company fails to do either of the foregoing) or that give any Person “most favored nations” treatment; (xiv) powers of attorney given by the Company or on behalf of Company; (xv) Contracts involving material licenses of any of its Subsidiaries in excess of $1,000,000 during any twelve month period;Intellectual Property; and (xvi) Contracts that are otherwise material to Company. (b) all written management, compensation, employment or other contracts entered into with any executive officer or director Each of the Company or any Subsidiary of the Company; (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof Material Contracts is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect and is the legal, valid and binding obligation of Company, enforceable against them in all accordance with its terms, subject to the Bankruptcy/Equity Exception. Company is not in material respectsdefault under any Material Contract, nor, to the Knowledge of Company, is any other party to any Material Contract in material default thereunder, and (iv) all contracts or agreements under which to the Company or any Subsidiary Knowledge of the Company no event has occurred that with the lapse of time or the giving of notice or both would constitute a material default thereunder. No party to any outstanding indebtednessof the Material Contracts has exercised any termination rights with respect thereto, obligation and, to Company’s Knowledge, no party has given notice of any significant dispute with respect to any Material Contract. Company has delivered to the Parent true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or liability for borrowed money may be prepaid in full without any prepayment penaltiessupplements thereto.

Material Contracts. The (a) Except as set forth on Section 3.14(a) of the Company Disclosure Letter sets forth Schedules, neither the Company nor any of its Subsidiaries is a complete and accurate list party to or bound by, as of the date of this Agreement of hereof, any of the following (each Contract of the type described in this Section 3.14(a), whether written or oral and whether or not set forth in the Company Disclosure Schedules, is referred to as a “Material Contract”): (i) any Contract that constitutes a “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract entered into since January 1, 2014 (and any Contract entered into at any time to the extent that material obligations remain as of the date hereof), other than in the ordinary course of business consistent with past practice, for the acquisition of the securities of or any material portion of the assets of any other Person or entity; (iii) any trust indenture, mortgage, promissory note, loan agreement or other Contract or instrument for the borrowing of money (but excluding any currency exchange, commodities or other hedging Contracts entered into in connection with a Derivative Transaction in the ordinary course of business consistent with past practice) or any leasing transaction of the type required to be capitalized in accordance with GAAP, in each case as of March 31, 2017 (or any such Contract entered into thereafter and prior to the date hereof, if such Contract is material and entered into outside the ordinary course of business), where the Company or any of its Subsidiaries is a lender, borrower or guarantor and where the transaction value exceeds $5,000,000, other than Contracts evidencing deposit liabilities, endorsements and guarantees in connection with the presentation of items for collection (e.g., personal or business checks) in the ordinary course of business consistent with past practice, trade payables and Contracts relating to borrowings entered into in the ordinary course of business; (iv) any currency exchange, commodities or other hedging Contract entered into in connection with a Derivative Transaction where the notional value exceeds $10,000,000; (v) any Contract limiting (or purporting to limit) the freedom of the Company or any of its Subsidiaries or other Affiliates to engage in any line of business or to compete with any other Person or prohibiting the Company or any of its Subsidiaries or other Affiliates from soliciting customers, clients or employees, in each case, whether in any specified geographic region or business or generally (in each case, other than to a de minimis extent); (vi) any Contract with any Affiliate of the Company or any of its Subsidiaries; (vii) any agreement of guarantee, support or indemnification by the Company or any of its Subsidiaries, assumption or endorsement by the Company or any of its Subsidiaries of or any similar commitment by the Company or any of its Subsidiaries with respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person other than those entered into in the ordinary course of business; (viii) any Contract pursuant to which the annualized payments by either party thereto are in excess of $100,000 that would be terminable other than by the Company or any of its Subsidiaries or any Contract under which a material payment obligation would arise or be accelerated, in each case, as a result of the announcement or consummation of this Agreement or the Transactions (either alone or upon the occurrence of any additional acts or events); (ix) any alliance, cooperation, joint venture, shareholders’ partnership or similar Contract involving a sharing of profits or losses relating to the Company or any of its Subsidiaries; (x) any employment Contract with any employee or officer of the Company or any of its Subsidiaries; (xi) any Contract, option or commitment or right with, or held by, any third party to acquire, use or have access to any assets or properties, or any interest therein, of the Company or any of its Subsidiaries, other than in connection with the sale of Loans, Loan participations or investment securities in the ordinary course of business consistent with past practice to third parties who are not Affiliates of the Company; (xii) any Contract that contains any (A) exclusive dealing obligation, (B) “clawback” or similar undertaking requiring the reimbursement or refund of any fees, (C) “most favored nation” or similar provision granted by the Company or any of its Subsidiaries or (D) provision 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 the Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business; (xiii) any Contract pursuant to which the annualized payments by either party thereto are in excess of $100,000 that would require any consent or approval of a counterparty as a result of the consummation of this Agreement or the Transactions; (xiv) any lease or other Contract (whether real, personal or mixed, tangible or intangible) pursuant to which the annualized rent or lease payments are, or are reasonably expected to be, in excess of $100,000; (xv) any Contract for the use or purchase of materials, supplies, goods, services, equipment or other assets that involves payments in excess of $250,000 per year; and (xvi) any Contract not listed above that is material to the financial condition, results of operations or business of the Company or any of its Subsidiaries. (b) The Company and each of its Subsidiaries have performed in all material respects all of the obligations required to be performed by them and are entitled to all accrued benefits under each, and are not, to the Knowledge of the Company, alleged to be, and are not, in default in respect of, any Material Contract to which the Company or any Subsidiary of the Company its Subsidiaries is a party or by which the Company or any Subsidiary of its Subsidiaries is bound, except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries. Each of the Material Contracts is valid and binding on the Company is bound (eachor its applicable Subsidiary and in full force and effect, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments or understandings which involve payments or receipts by without amendment. With respect to the Company or any of its Subsidiaries Subsidiaries, there exists no (x) default or event of default or (y) event, occurrence, condition or act, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default, in excess of $1,000,000 during each case, under any twelve month period; (b) all written managementMaterial Contract, compensationexcept, employment as would not, individually or other contracts entered into with any executive officer or director of in the aggregate, be material to the Company or any Subsidiary of the Company; (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreementsits Subsidiaries. Except as set forth in Section 3.14(b) of the Company Disclosure LetterSchedules, (i) neither the Company nor with respect to any Subsidiary of the Company is in default under the terms of any Company Material Contractother contracting party, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge Knowledge of the Company, there exists no other party thereto is in (x) default in any material respect under or event of default or (y) event, occurrence, condition or act, which, with the terms giving of notice, the lapse of time or the happening of any Company other event or condition, would become a default or event of default, in each case, under any Material Contract, (iii) each Company except, as would not, individually or in the aggregate, reasonably be expected to have a Material Contract is validAdverse Effect on the Company. True, binding correct and in full force and effect in complete copies of all material respects, and (iv) all contracts Material Contracts have been furnished or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesmade available to Parent.

Material Contracts. The (a) Except as set forth in Section 3.14 of the Disclosure Schedule, neither Company Disclosure Letter sets forth nor any of its Subsidiaries is a complete and accurate list party to or bound by, as of the date of this Agreement of hereof, any of the following (each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a), whether written or oral and whether or not set forth in the Disclosure Schedule, is referred to which as a “Material Contract”): (i) any contract or agreement entered into since January 1, 2009 (and any contract or agreement entered into at any time to the extent that material obligations remain as of the date hereof), other than in the ordinary course of business consistent with past practice, for the acquisition of the securities of or any material portion of the assets of any other Person or entity; (ii) any trust indenture, mortgage, promissory note, loan agreement or other contract, agreement or instrument for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP, in each case, where Company or any Subsidiary of the Company its Subsidiaries is a party lender, borrower or by which guarantor and where the amount is in excess of $200,000, other than agreements evidencing deposit liabilities, endorsements and guarantees in connection with presentation of items for collection (e.g., personal or business checks) in the ordinary course of business consistent with past practice, trade payables and contracts or agreements relating to borrowings entered into in the ordinary course of business), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (iii) any contract or agreement limiting (or purporting to limit) the freedom of Company or any Subsidiary of the its Subsidiaries or other Affiliates to engage in any line of business or to compete with any other Person or prohibiting Company is bound (eachor any of its Subsidiaries or other Affiliates from soliciting customers, a "COMPANY MATERIAL CONTRACT"):clients or employees, in each case whether in any specified geographic region or business or generally; (aiv) all contractsany contract or agreement with any Affiliate of Company or any of its Subsidiaries; (v) any agreement of guarantee, agreementssupport or indemnification by Company or any of its Subsidiaries, commitments assumption or understandings endorsement by Company or any of its Subsidiaries of or any similar commitment by Company or any of its Subsidiaries with respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person other than those entered into in the ordinary course of business; (vi) any material agreement that would be terminable other than by Company or any of its Subsidiaries or any agreement under which involve payments or receipts by a material payment obligation of the Company or any of its Subsidiaries (or any successor(s) thereto) would arise or be accelerated, in each case as a result of the announcement or consummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional acts or events); (vii) any alliance, cooperation, joint venture, shareholders’ partnership or similar agreement involving a sharing of profits or losses relating to Company or any of its Subsidiaries; (viii) any employment agreement with any employee or officer of Company or any of its Subsidiaries; (ix) any agreement, option or commitment or right with, or held by, any third party to acquire, use or have access to any assets or properties, or any interest therein, of Company or any of its Subsidiaries, other than in connection with the sale of Loans, Loan participations or investment securities in the ordinary course of business consistent with past practice to third parties who are not Affiliates of Company; (x) any contract or agreement that contains any (A) exclusive dealing obligation, (B) “clawback” or similar undertaking requiring the reimbursement or refund of any fees, (C) “most favored nation” or similar provision granted by Company or any of its Subsidiaries or (D) provision 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 Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business; (xi) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement; (xii) any lease or other contract (whether real, personal or mixed, tangible or intangible) pursuant to which the annualized rent or lease payments are, or are reasonably expected to be, in excess of $1,000,000 during 25,000; and (xiii) any twelve month period;contract not listed above that is material to the financial condition, results of operations or business of Company or any of its Subsidiaries. (b) Company and each of its Subsidiaries have performed in all written management, compensation, employment or other contracts entered into with any executive officer or director material respects all of the obligations required to be performed by them and are entitled to all accrued benefits under, and are not alleged (or otherwise to the Knowledge of Company) to be in default in respect of, each Material Contract to which Company or any Subsidiary of the Company; (c) all contracts its Subsidiaries is a party or agreements under by which the Company or any Subsidiary of its Subsidiaries is bound, except as would not, individually or in the aggregate, be material to Company and its Subsidiaries. Each of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Material Contracts is valid and binding on Company or any its applicable Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respectseffect, without amendment, and (iv) all contracts there exists no default or agreements under which the event of default or event, occurrence, condition or act, with respect to Company or any Subsidiary of its Subsidiaries or, to the Knowledge of Company, with respect to any other contracting party, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default under any Material Contract, except, as would not, individually or in the aggregate, be material to Company has any outstanding indebtednessand its Subsidiaries. True, obligation correct and complete copies of all Material Contracts have been furnished or liability for borrowed money may be prepaid in full without any prepayment penaltiesmade available to Parent.

Material Contracts. The Company Disclosure Letter Schedule 3.17 sets forth a complete and accurate list of all Material Contracts as of the date of this Agreement Agreement. The Company has heretofore made available to the Investors true, correct and complete copies of all written or oral (in the case of oral agreements or understandings, the Company has provided written summaries thereof to the Investors) contracts and agreements (and all amendments, modifications and supplements thereto and all side letters affecting the obligations of any of the following party thereunder) to which the Company or any Subsidiary of the Company its Subsidiaries is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company and its Subsidiaries, including, without limitation, (i) Contracts or arrangements that purport to limit, curtail or restrict the ability of the Company or any Subsidiary of its Subsidiaries to compete in any geographic area or line of business, (ii) Contracts or arrangements, including charters or similar agreements with respect to Vessels (as hereinafter defined), under which the Company is bound or any of its Subsidiaries has potential revenues, benefits liabilities or obligations in excess of $250,000, other than Gulf Offshore Contracts, (eachiii) Contracts or arrangements that are not terminable by the Company or such Subsidiary without penalty on less than sixty (60) days' notice, (iv) Contracts or arrangements that would be required to be filed as an exhibit to a "COMPANY MATERIAL CONTRACT"): Form 10-K filed by the Company with the Commission on the date hereof, (av) all contractsany employment, severance, product design or development, personal services, consulting, non-competition or indemnification Contracts, (vi) Contracts or arrangements granting a right of first refusal or first negotiation, (vii) partnership or joint venture Contracts, (viii) Gulf Offshore Contracts that have a term in excess of one-year, (ix) Contracts or arrangements with any Governmental Authority, (x) loan or credit agreements, commitments mortgages, indentures or understandings which involve payments other agreements or receipts instruments evidencing indebtedness for borrowed money by the Company or any of its Subsidiaries in excess of $1,000,000 during or any twelve month period; such Contract pursuant to which indebtedness for borrowed money may be incurred, or any guaranty or suretyship Contract or Contracts pursuant to which a Lien is granted, (bxi) all written managementContracts granting registration rights, compensation(xii) any lease, employment sublease or other contracts entered into with any executive officer or director of Contract, pursuant to which the Company or any Subsidiary of its Subsidiaries uses or occupies or has the Company; (c) all contracts right to use or agreements under occupy, now or in the future, any real property and pursuant to which the Company or any Subsidiary has potential liabilities or obligations in excess of $250,000, and (xiii) commitments and Contracts to enter into any of the foregoing (collectively, together with any such Contracts entered into in compliance with Section 5.01 hereof, the "Material Contracts"). Each of the Material Contracts constitutes the valid and legally binding obligation of the Company has or its Subsidiaries and, to the Company's Knowledge, the other parties thereto, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), and is in full force and effect. To the Company's Knowledge, there is no material default under any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which Material Contract either by the Company or any Subsidiary of its Subsidiaries or by any other party thereto, and no event has occurred that with the Company acts as surety, guarantor lapse of time or indemnitor with respect to any obligation (fixed the giving of notice or contingent), other than any such guarantees of the obligations of both would constitute a material default thereunder by the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company its Subsidiaries or any affiliate thereof is a other party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letteron Schedule 3.17, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other no party to adversely alter or terminate any rights of Material Contract has given written notice to the Company or any Subsidiary of the Company its Subsidiaries of, or accelerate the obligations of made a written claim against the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagesits Subsidiaries with respect to, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts breach or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesdefault thereunder.

Material Contracts. The Company Disclosure Letter sets forth a complete and accurate list as (a) Section 3.12(a) of the date of this Agreement of any Disclosure Schedule lists each Contract of the following types to which the Company or any Subsidiary of the Company its Subsidiaries is a party or by which they are bound: (i) any Contract that would be required to be filed by the Company or any Subsidiary as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):Securities Act; (aii) all contractsany Contract with respect to the formation, agreementscreation, commitments operation, management or understandings which involve payments control of a joint venture, partnership, limited liability company or receipts other similar agreement or arrangement with another Person; (iii) any Contract relating to indebtedness incurred for borrowed money or deferred purchase price of property by the Company or any of its Subsidiaries (in either case, whether incurred, assumed, guaranteed or secured by any asset) having an outstanding principal amount in excess of $1,000,000 during any twelve month period500,000; (biv) all written managementany Contract involving the acquisition or disposition, compensationdirectly or indirectly (whether by merger, employment sale of stock, sale of assets or otherwise), of assets, capital stock, securities or other contracts entered into equity interests or businesses for aggregate consideration (in one or a series of transactions) under such Contract of $1,000,000 or more (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practice); (v) any executive officer Contract that by its terms calls for either (A) aggregate payment or director receipt by the Company and its Subsidiaries under such Contract of more than $5,000,000 over the remaining term of such Contract or (B) annual payments to or from the Company and its Subsidiaries of more than $350,000; (vi) any Contract pursuant to which the Company or any of its Subsidiaries has continuing guarantee, “earn-out” or other contingent payment obligations, in each case that would reasonably be expected to result in payments in excess of $500,000; (vii) any Contract (A) pursuant to which a third party grants the Company or any of its Subsidiaries a license under or to any Intellectual Property that is material to the business of the Company or any Subsidiary of its Subsidiaries, as currently conducted, but excluding in all events Contracts granting a license or right to use shrink-wrap, commercially available software with annual license, maintenance, support and other fees of less than $500,000 in the Company; aggregate and Contracts that include a license or right to use Intellectual Property that is merely incidental to the purchase, lease, provision or sale of goods or services, or (cB) all contracts or agreements under pursuant to which the Company or any Subsidiary of its Subsidiaries grants a third party a license under or to any Intellectual Property owned by the Company has or its Subsidiaries to any outstanding indebtednessthird party, obligation other than non-exclusive licenses that are granted pursuant to commercial relationships between the Company or liability its Subsidiaries, on the one hand, and their customers, vendors or suppliers, on the other hand, in the ordinary course of business; (viii) any Company Government Contract; (ix) any Contract related to a collective bargaining arrangement or with a labor union, labor organization, works council or similar organization; (x) any Contract related to the settlement of any Action in an amount in excess of $500,000, other than Actions defended and settled by insurance companies; (xi) any Contract evidencing financial or commodity hedging or similar trading activities, including any interest rate swaps, financial derivatives master agreements or confirmations, or futures account opening agreements and/or brokerage statements or similar Contract; (xii) any Contract for borrowed money any Leased Real Property or the deferred purchase price lease of personal property providing, in each case, for annual payments thereunder of $350,000 or has the more; (xiii) any Contract that contains a put, call, right of first refusal, right of first offer or similar right or obligation or any other obligation pursuant to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of its Subsidiaries could be required to, directly or indirectly, purchase or sell, as applicable, any securities, capital stock or other interests, assets or businesses; (xiv) any Contract that (A) purports to restrict the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations ability of the Company or any Subsidiary of its Subsidiaries or, at or after the CompanyEffective Time, Parent or any of its Affiliates from (I) directly or indirectly, engaging in any business or competing in any business (or any line of business or geographic region) with any Person (including soliciting clients or customers), (II) operating its business in any manner or location or (III) enforcing any of its rights with respect to any of its material assets, (B) grants “most favored nation” status to any other Person that, including those that, at or after the Effective Time, would purport to apply to Parent or any of its Affiliates or (C) includes “take or pay” requirements or similar provisions obligating a Person to obtain a minimum quantity of goods or services from another Person or would constitute a “requirements” contract, including those that, at or after the Effective Time, would purport to apply to Parent or any of its Affiliates; (exv) all noncompete agreements to which any Contract that prohibits the Company, any Subsidiary payment of dividends or distributions in respect of the capital stock or other equity interests of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to of its Subsidiaries, the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary pledging of the Company is in default under the terms of any Company Material Contract, which default permits the capital stock or other party to adversely alter or terminate any rights equity interests of the Company or any Subsidiary of its Subsidiaries or the incurrence of indebtedness by the Company or accelerate any of its Subsidiaries; (xvi) any Contract that was not, to the obligations Knowledge of the Company, negotiated and entered into on an arm’s length basis, except for any such Contract solely between the Company and its Wholly Owned Subsidiaries or solely among the Company’s Wholly Owned Subsidiaries; (xvii) any Contract between the Company or any of its Subsidiaries, on the one hand, and any director or officer of the Company or any Subsidiary Person beneficially owning 5% or more of the Shares or shares of common stock of any of their respective Affiliates, on the other hand, other than offer letters that can be terminated at will without severance, termination or “change of control” obligations and Contracts pursuant to the Company under such Company Equity Plan or contracts with Parent or its Affiliates; and (xviii) any Contract with a Material Customer or Material Supplier. Each contract of the type described in this Section 3.12(a) is referred to herein as a “Material Contract.” (b) Each Material Contract is valid and binding on the Company or to collect damagesone of its Subsidiaries, (ii) as applicable, and to the knowledge Knowledge of the Company, no each other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect and enforceable in all material respectsaccordance with its terms, subject to the Bankruptcy and Equity Exception, except to the extent that (ivi) all contracts it has previously expired in accordance with its terms, (ii) it is cancelled, rescinded or agreements under which terminated after the date of this Agreement in accordance with its terms or (iii) the failure to be in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. During the twelve (12) month period prior to the date hereof, neither the Company nor any of its Subsidiaries has received any written notice of termination in respect of any Material Contract. (c) A correct and complete copy of each Material Contract (including, for the avoidance of doubt, any amendments or any Subsidiary of the Company supplements thereto) has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesbeen made available to Parent.

Material Contracts. The (a) Except as filed (or incorporated by reference) as an exhibit to a SEC Report filed on or after December 1, 2010, and except for the Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of any Benefit Plans, each of the following contracts, agreements or arrangements of the Company and any of its Subsidiaries is set forth on Section 3.17(a) of the Company Disclosure Letter: (i) any agreement relating to the borrowing of money or the extension of credit (other than agreements among direct or indirect wholly owned Subsidiaries of the Company, and other than any agreements that generate account receivables, trade payables or other account payables in the ordinary course of business consistent with past practice) for amounts in excess of $50,000 individually or $500,000 in the aggregate; (ii) any material joint venture, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, strategic alliance or joint venture; (iii) any agreement or series of related agreements, including any option agreement, entered into on or after December 1, 2010, or not yet consummated, relating to the acquisition or disposition of any material business or material real property (whether by merger, sale of stock, sale of assets or otherwise); (iv) any agreement (including any exclusivity agreement) that purports to limit or restrict in any material respect either the type of business in which the Company or any Subsidiary of its Subsidiaries (or, after the Company is a party Effective Time, the Surviving Corporation or by its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business in which the Company or any Subsidiary of its Subsidiaries is currently engaged, including any covenant not to compete, or that could require the disposition of any material assets or line of business of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):or any of its Subsidiaries; (av) all contracts, agreements, commitments or understandings which involve payments or receipts any agreement providing for the production by the Company or any of its Subsidiaries of any product on an exclusive or requirements basis or the purchase by the Company or any of its Subsidiaries of any product on an exclusive or output basis, in each case not entered into in the ordinary course of business consistent with past practice; (vi) (A) with respect to the Company’s Water Transmission Group, the ten (10) largest sales agreements, by revenue, during the three years preceding the date hereof and (B) with respect to the Company’s other business lines, any sales agreement having a value in excess of $2,000,000 during the three years preceding the date hereof; (vii) (A) with respect to the Company’s Water Transmission Group, the ten (10) largest supply agreements, by dollar amount, during the three years preceding the date hereof, and (B) with respect to the Company’s other business lines, any supply agreement (1) having an expected value in excess of $1,000,000 during any twelve month periodfrom the date hereof through the remainder of its term and (2) that (x) has a term ending after the first anniversary of the date hereof, (y) has a fixed price or a price that is fixed based on a variable index input, or (z) requires that the Company or its Subsidiaries purchase a minimum quantity; (bviii) all written managementany “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), compensation, employment or other contracts entered into with any executive officer or director of the than Company or any Subsidiary of the Company;Benefit Plans; and (cix) all contracts or agreements under any agreement by which the Company or any Subsidiary of its Subsidiaries licenses or otherwise permits any other Person (other than the Company has or its Subsidiaries) to use, enforce or register any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which patents owned by the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company;its Subsidiaries. (eb) all noncompete agreements The agreements, arrangements and plans that are required to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as be set forth in on Section 3.17(a) of the Company Disclosure Letter, or that would be required to be set forth but for the filing (ior incorporation by reference) neither thereof as exhibits to the Company nor any Subsidiary of SEC Reports filed on or after December 1, 2010, are referred to herein as the Company “Material Contracts.” Except as would not individually or in the aggregate have a Material Adverse Effect, each Material Contract is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights a valid and binding obligation of the Company or any Subsidiary one of its Subsidiaries and is in full force and effect and enforceable against the Company or accelerate the obligations one of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagesits Subsidiaries and, (ii) to the knowledge of the Company, no the other party thereto or parties thereto, in each case in accordance with its terms, other than any Material Contract which is by its terms no longer in force or effect and except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to the enforcement of creditors’ rights generally and is subject to general principles of equity. The Company and its Subsidiaries are not, and to the Company’s knowledge each other party to each such Material Contract is not, in violation or breach of or in default in under any material respect under the terms of any Company Material Contract, (iii) each Company except to the extent any such violation, breach or default would not individually or in the aggregate have a Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesAdverse Effect.

Material Contracts. The Company Disclosure Letter Schedule 3.15 sets forth a true, accurate and ------------------ complete and accurate list as of the date of this Agreement of any of the following all material Contracts to which the Company or any of its Subsidiaries is a party, including without limitation: (a) any material Contract covering compensation and related matters for the employment or service of any officer, employee or consultant on a full-time, part-time, consulting or other basis or contract relating to any loan from the Company or any of its Subsidiaries to an officer, director or Affiliate; (b) any agreement or indenture relating to any material indebtedness of the Company or any of its Subsidiaries or the mortgage, pledge or other material lien or encumbrance on any asset or group of assets of the Company and its Subsidiaries; (c) any guarantee of any obligation (other than by the Company of its wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company of the debts of the Company or another of the Company's Subsidiaries); (d) any agreement under which it has granted any individual or entity any registration rights (including, without limitation, demand and piggyback registration rights); (e) any agreement pursuant to which, during the last three years, it raised capital or sold capital stock, securities convertible into or exchangeable for capital stock or debt securities; (f) any agreement between it and its stockholders or among its stockholders (of which the Company has knowledge) concerning corporate governance or related matters; (g) any Contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (h) any other agreement which is material to its operations and business prospects which is material to the business of the Company and its Subsidiaries (taken together as a party whole) as presently conducted or by proposed to be conducted. All Contracts to which the Company or any Subsidiary of its Subsidiaries is a party, or by which any of their respective assets are bound, are valid and binding, in full force and effect and, to the Company's knowledge, enforceable against the parties thereto in accordance with their respective terms, except where the failure to be so valid and binding, in full force and effect or enforceable, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Schedule 3.15, neither the Company nor any of its Subsidiaries is bound (eachin default under any Contract and no event has occurred, which after notice or lapse of time, or both, would constitute a "COMPANY MATERIAL CONTRACT"): (a) all contractsdefault, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period; (b) all written managementSubsidiaries, compensation, employment or other contracts entered into with any executive officer or director of the Company or any Subsidiary of to the Company; (c) all contracts or agreements under which the Company or 's knowledge, any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent)other party, other than any such guarantees of the obligations of the Company defaults or any Subsidiary of the Company; (e) all noncompete agreements to which the Companyevents which, any Subsidiary of the Company individually or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letteraggregate, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company would not have a Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to Adverse Effect. To the knowledge of the Company, no other party thereto is in default in to any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation intent to terminate the same or liability for borrowed money may be prepaid in full without any prepayment penaltiesnot to perform its obligations thereunder.

Material Contracts. The Company Disclosure Letter sets Except as set forth a complete and accurate list as on Schedule 4.11, none of the date Contracts includes: (a) Any agreement, contract or commitment that involves the performance of this Agreement of any of the following to which services by the Company or any Subsidiary of an amount or value (as measured by the Company is a party revenue reasonably expected to be derived therefrom during the 12 months ended December 31, 2007) in excess of $100,000 annually; (b) Any agreement, contract or commitment that involves the payment by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):more than $50,000 annually; (ac) all contractsAny agreement, agreements, commitments indenture or understandings other instrument which involve payments or receipts by the Company contains restrictions with respect to payment of dividends or any other distribution in respect of its Subsidiaries the Company’s capital stock; (d) Any written employment contracts or independent contractor agreements (including any collective bargaining contract or union agreement) relating to employees or independent contractors which may not be immediately terminated without penalty (or any augmentation or acceleration of benefits); (e) Any leases with respect to any property, real or personal, except for leases of personal property involving less than $100,000 per year; (f) Any agreement, contract or commitment to be performed relating to capital expenditures in excess of $1,000,000 during any twelve month period100,000; (bg) all written managementAny agreement, compensation, employment indenture or other contracts entered into with any executive officer or director instrument relating to indebtedness of the Company or any Subsidiary of the Company; (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has (excluding trade payables in the right or obligation to incur any such indebtedness, obligation or liabilityordinary course of business; (dh) all bonds Any loan or agreements advance to or investment in, any Person, or any agreement, contract or commitment relating to the making of any such loan, advance or investment or any agreement, contract or commitment involving a sharing of profits; (i) Any guarantee or indemnification other contingent liability in which respect of any indebtedness or obligation of any Person; (j) Any agreement, contract or commitment that grants any person or entity the Company exclusive right to sell products or any Subsidiary of services; (k) Any agreement, contract or commitment that purports to limit the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations freedom of the Company or any Subsidiary to compete in any line of the Companybusiness or to conduct business in any geographic location; (el) all noncompete agreements to which the CompanyAny agreement, any Subsidiary of contract or commitment entered into outside the Company or any affiliate thereof is a partythe Subsidiaries, as applicable, Ordinary Course of Business; (fm) all partnership and joint venture Any agreement, contract or commitment that involves interest rate swaps, cap or collar agreements;, commodity or financial future or option contracts or similar derivative or hedging contracts; or (gn) each other Any agreement, contract or commitment related to profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, “golden parachute” or other similar agreement listed as an exhibit for the benefit of its current or former directors, officers, employees or other service provider. The Company made available to the Company's most recent Form 10-K Parent complete and 10-Q; and (h) accurate copies of all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights foregoing Contracts. All of the Company or any Subsidiary of the Company or accelerate the Contracts are legal, valid and binding obligations of the Company or any Subsidiary one of the Subsidiaries, and is in full force and effect. The Company or applicable Subsidiary has duly performed all of its material obligations under such Company Material each Contract or to collect damages, (ii) to the knowledge extent those obligations have accrued and no material default, violation, or breach by the Company or such Subsidiary, or, to the Knowledge of the Company, no any other party thereto is in default in party, under any material respect under Contract has occurred which affects the terms enforceability of any Company Material Contract, (iii) each Company Material such Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary parties’ rights thereunder, including rights of the Company has any outstanding indebtednesstermination, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesmodification and acceleration.

Material Contracts. The Company Disclosure Letter (a) Schedule 3.13 sets forth a true and complete list, as of the date hereof, of the following Contracts (other than any Benefit Plan) to which any Purchased Company is a party as of the date hereof (such Contracts, whether or not listed in Schedule 3.13, the “Material Contracts”): (i) Contracts where (A) the performance remaining thereunder involves aggregate consideration payable to or by any Purchased Company in excess of $500,000 per annum, other than “shrink wrap” or “click through” license agreements for standard software products, and accurate list licenses or restricted use provisions that arise out of the purchase of off-the-shelf reagents from suppliers or through catalogs, and (B) such Contract is not cancelable, without premium or penalty, by any Purchased Company on thirty (30) days or less notice; (ii) Contracts which contain covenants which restrict or limit the ability of any Purchased Company to compete in any line of business or with any Person or in any geographic area during any time period, or that contain any exclusivity, standstill or non-solicitation obligation binding on any of the Purchased Companies; (iii) Contracts which relate to Indebtedness and Contracts under which (A) any Person has directly or indirectly guaranteed or assumed Indebtedness or Liabilities of any Purchased Company or (B) any Purchased Company has directly or indirectly guaranteed or assumed Indebtedness or Liabilities of any other Person (in each case other than endorsements for the purpose of collection in the ordinary course of business); (iv) Contracts under which any Purchased Company has made or will make, directly or indirectly, any advance, loan, extension of credit or capital contribution to, or other investment in, any other Person or Contracts relating to the making of any such advance, loan, extension of credit, capital contribution or other investment; (v) mortgages, pledges or security agreements or similar Contracts or arrangements constituting a Lien upon the assets or properties of any Purchased Company; (vi) Contracts for the sale or purchase of personal property having a value individually, with respect to all sales or purchases thereunder, in excess of $500,000, other than sales of Products in the ordinary course of business; (vii) Contracts pursuant to which a Purchased Company (A) has been granted a license, sublicense or similar right to use the Intellectual Property Rights of a third party that is material to the conduct of the business as currently conducted with respect to the Exploitation of the Products (other than “shrink wrap” or “click through” license agreements for commercially available software products, and licenses or restricted use provisions that arise out of the purchase of off-the-shelf reagents from suppliers or through catalogs) or (B) has granted to a third party the right to use any of the Company Intellectual Property Rights (other than (1) licenses granted expressly or implicitly by a Purchased Company in connection with the sale, lease or transfer of any inventory of (but not other rights to) any Products to customers in the ordinary course of business, (2) non-exclusive licenses under confidentiality or non-disclosure agreements entered into in the ordinary course of business, (3) material transfer (or other similar research) agreements entered into in the ordinary course of the business that do not transfer ownership of, or exclusively license, any Intellectual Property Rights and (4) clinical trial agreements entered into in the ordinary course of business that do not transfer ownership of, or exclusively license, any Intellectual Property Rights) (collectively, “IP Contracts”); (viii) Contracts for the production, manufacture, processing, filling, finishing, packaging, labeling, shipping, holding, or supply of any Product or the performance of any clinical trial-related services with respect to any Product; (ix) Contracts for the sale or purchase of fixed assets or real estate having a value individually, with respect to all sales or purchases thereunder, in excess of $500,000, other than agreements in which the applicable acquisition or disposition has been consummated and there are not material obligations ongoing; (x) all Leases; (xi) Contracts for joint ventures, strategic alliances, partnerships, joint product development, collaborations, co-marketing arrangements or other similar agreements or arrangements; (xii) Contracts involving the disposition or acquisition of any product line, business or significant portion of the assets, properties or business of the Purchased Companies, or any merger, consolidation or similar business combination transaction; (xiii) all Government Contracts; (xiv) Contracts with or involving any Purchased Company on the one hand, and (A) any current or former holder of Equity Interests of any Purchased Company or any Affiliate of any Purchased Company or of any such holder (other than a Purchased Company) or (B) any current or former director, officer or employee of any Purchased Company or any Affiliate (other than a Purchased Company) thereof on the other hand, in each case for any Contract with or involving any such former holder of Equity Interests or former director, officer or employee, only to the extent such Contract (x) is in effect as of the date of this Agreement and (y) imposes any payment or other material obligations on any Purchased Company following the Closing; (xv) any collective bargaining agreements or similar Contracts with any labor union, works council or other labor organization; (xvi) Contracts containing any provision requiring any Purchased Company to indemnify any other Person, excluding indemnities contained in Contracts for the purchase, sale or license of products or services in the ordinary course of business; (xvii) Contracts (A) that contain an option or grant of any right of first refusal, right of first offer, right of first negotiation or similar right in favor of any Person and (B) in which any of the following Purchased Companies have (1) granted (I) development rights, “most favored nation” pricing provisions, or (II) marketing or distribution rights relating to which the Company any Product or (2) agreed to purchase a minimum quantity of goods relating to any Subsidiary of the Company is Product or has agreed to purchase goods relating to any Product exclusively from a party or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):certain party; and (axviii) all contracts, agreements, commitments Contracts involving any resolution or understandings which involve payments or receipts by the Company or settlement of any of its Subsidiaries Litigation in excess of $1,000,000 during 500,000, or containing any twelve month period;covenant not to ▇▇▇, concurrent use agreement, settlement agreement, pre-rights declaration or co-existence agreement with respect to Company Intellectual Property Rights. (b) all written managementAll Material Contracts are in full force and effect, compensationand are legal, employment or other contracts entered into with any executive officer or director of valid and binding obligations of, the applicable Purchased Company or any Subsidiary of the Company; (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtednessparty thereto and, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K ’s Knowledge, each other party thereto, and, in each case, is enforceable against the applicable Purchased Company party thereto and, to the Company’s Knowledge, each other party thereto in accordance with the terms thereof (subject to applicable bankruptcy, insolvency, reorganization, moratorium Laws, or other similar Laws affecting creditors’ rights and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during general principles of equity affecting the last three years, including any separate tax or indemnification agreementsavailability of specific performance and other equitable remedies). Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the No Purchased Company is in material breach or default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagesand, (ii) to the knowledge of the Company’s Knowledge, no other party thereto is in default in to any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is validin material breach or default thereunder. As of the date hereof, binding no Purchased Company has received or given written notice of any material breach or default under, or termination of, any Material Contract. Prior to the date hereof, a true and in full force and effect in all material respects, and (iv) all contracts or agreements under which complete copy of each Material Contract has been made available by the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation its Affiliates or liability for borrowed money may be prepaid in full without any prepayment penaltiesRepresentatives to Parent or its Affiliates or Representatives.

Material Contracts. The (a) Except for (x) this Agreement and (y) for those Contracts filed or incorporated by reference as exhibits to the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2011 (and any amendment thereto) filed by the Company Disclosure Letter sets forth a complete and accurate list with the SEC or any Company SEC Report filed subsequent to June 30, 2011, as of the date of this Agreement Agreement, none of any of the following to which the Company or any Company Subsidiary of the Company is a party to or bound by: (i) any Contract that would be required to be filed by which the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) any Contract containing covenants binding upon the Company or any Company Subsidiary that materially restricts the ability of the Company or any Company Subsidiary (or which, following the consummation of the Offer or Merger, could materially restrict the ability of Parent or the Surviving Corporation) to compete in any business or with any Person or in any geographic area, except for any such Contract (A) that may be canceled or terminated without penalty by the Company or any Company Subsidiary upon fewer than 30 days’ notice without delay or (B) wherein such restriction (1) is bound in the form of a limited exclusive license granted to a customer in the ordinary course of business consistent with past practice based on a specification, field or territory in a supply or distribution agreement and (each2) will not, following consummation of the Offer or Merger, become or be applicable to Parent; (iii) any Contract with respect to a "COMPANY MATERIAL CONTRACT"): material joint venture or material partnership agreement; (aiv) all contractsany Contract with any director, agreementsofficer or affiliate of the Company or any Company Subsidiary (other than any Company Employee Benefit Plan); (v) any Contract for the acquisition, commitments disposition, sale or understandings which involve lease of material properties or assets other than sales of inventory in the ordinary course of business (by merger, purchase or sale of stock or assets or otherwise) or grant of exclusive rights material in scope or substance under, or assignment of, any material Company Intellectual Property; (vi) any Contract, other than Leases, contemplating payments by the Company or any Company Subsidiary of more than $250,000 in any fiscal year or receipts by the Company or any Company Subsidiary of its Subsidiaries more than $500,000 in excess any fiscal year; (vii) any Contract which would prohibit or materially delay the consummation of $1,000,000 during the Offer, the Merger or any twelve month period; of the other Transactions; (bviii) all written management, compensation, employment or other contracts entered into with any executive officer or director of Contract under which a third party grants a license to the Company or any Company Subsidiary to the Intellectual Property of the Company; such third party (cother than Shrink Wrap Licenses) all contracts or agreements including such Contracts under which the Company or any Company Subsidiary of the Company has pays any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation royalties to incur a third party; (ix) any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Company Subsidiary grants to a third party a license to material Company Intellectual Property (other than nonexclusive licenses to end users, distributors and resellers in the ordinary course of business where the value of royalties paid either is, or is estimated by Company to be, $250,000 or less or a limited exclusive license granted to a customer in the ordinary course of business consistent with past practice based on a specification, field or territory in a supply or distribution agreement); (x) any material Contract with any Governmental Authority or agency; and (xi) any amendment, supplement or modification in respect of any of the foregoing Contracts or any commitment or agreement to enter into any of the foregoing Contracts. Each such Contract described in clauses (i) through (xi) (including those referred to in clause (y) of this Section 3.18) is referred to herein as a “Company Material Contract.” “Contract” means any agreement, contract, obligation, arrangement, undertaking or other commitment that is legally binding and under which any party thereto currently has any outstanding indebtedness, obligation ongoing rights or liability for borrowed money may be prepaid in full without any prepayment penaltiesobligations.

Material Contracts. The Company Disclosure Letter sets forth a complete and accurate list as Section 2.12(a) of the date Seller Disclosure Schedule is a true and complete list of this Agreement all of the following Contracts with respect to the Business or to which Seller is a party or otherwise bound (the “Material Contracts”): (i) any Contract with a customer or client of the Business or distributor of the Business, or Top Supplier, except for any confidentiality, secrecy, or non-disclosure Contract entered into by Seller in the ordinary course of business consistent with past practice; (ii) any Contract relating to any transactions between Seller and any its officers, directors or Affiliates, or any immediate family member or Affiliate of any of the following to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound foregoing (each, a "COMPANY MATERIAL CONTRACT"):“Related Party”), in each case in respect of the Business, other than employee benefits generally made available to all employees; (aiii) all contractsany Contract providing for obligations (contingent or otherwise) of, agreementsor payments to, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries Business in excess of Twenty Thousand Dollars ($1,000,000 during any twelve month period20,000) per annum; (biv) all written management, compensation, employment or other contracts entered into any Contract with any executive officer distributor, reseller, value added reseller, or director sales agent of the Company or any Subsidiary of the CompanySeller Products; (cv) all contracts or agreements under which the Company or any Subsidiary Contract with any Governmental Authority in respect of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liabilityBusiness; (dvi) all bonds any Seller IP Agreement, except for any confidentiality, secrecy, or agreements non-disclosure Contract entered into by Seller in the ordinary course of guarantee business consistent with past practice; (vii) any Contract regarding the grant of rights to reproduce, license, market, or sell the products or services of the Business to any other Person; (viii) any Contract containing indemnification obligations of Seller to any officer, director, employee or agent of Seller in which connection with the Company Business; (ix) any Contract providing for or relating to any merger, acquisition, consolidation, sale or other business combination or divestiture transaction relating to the Business; (x) any Contract providing for the development of any IP, independently or jointly, by or for the Business; (xi) any Contract creating or relating to any partnership or joint venture or any Subsidiary sharing of revenues, profits, losses, costs or liabilities, in each case involving the Company acts as surety, guarantor or indemnitor Business; (xii) any settlement agreement with respect to any obligation Litigation involving the Business; (fixed xiii) any confidentiality, secrecy or contingent), non-disclosure Contract in respect of the Business other than any such guarantees Contract entered into by Seller in the ordinary course of the obligations of the Company or any Subsidiary of the Companybusiness consistent with past practice; (exiv) all noncompete agreements any Contract for or relating to the employment by or other service to Seller of any director, officer, employee, consultant, or independent contractor or any other type of Contract with any of its directors, officers, employees, contractors or consultants that is not terminable for convenience by Seller without notice and reason or any Liability therefor, in each case for employees or service providers who provide services relating to the Business; (xv) any Contract for or relating to the employment by or other service to Seller of any director, officer, employee, consultant, or independent contractor or any other type of Contract with any of its directors, officers, employees, contractors or consultants that may result in annual expenditures in excess of Seventy-Five Thousand Dollars ($75,000) in the aggregate; (xvi) any Contract for capital expenditures of the Business in excess of Fifty Thousand Dollars ($50,000) in the aggregate; (xvii) any separation agreement or severance agreement with any current or former employees of the Business under which Seller has any actual or potential current Liability; (xviii) any Contract pursuant to which the Company, Business is a lessor or lessee of any Subsidiary of the Company real property or any affiliate thereof is a partymachinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving expenditures in excess of Twenty-Five Thousand Dollars ($25,000) per annum; (fxix) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Qany leases for real property; and (hxx) all agreements relating to any other Contract that is material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the CompanyBusiness, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiestaken as a whole.

Material Contracts. The (i) Except as set forth on Section 3.1(p) to the Company Disclosure Letter sets forth a complete and accurate list Letter, as of the date of this Agreement of Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (A) any Contract relating to indebtedness for borrowed money or any financial guaranty thereof in excess of $2,500,000, other than (1) indebtedness between and among the following Company and its Subsidiaries and (2) financial guaranties by the Company of indebtedness owed by its Subsidiaries to which third parties; (B) any Contract that prohibits the Company or any Subsidiary of the Company is a party its Subsidiaries from competing in any material respect in any business line or by which the Company in any geographic area; (C) any Contract that involves any exchange traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or any Subsidiary other derivative financial instrument; (D) other than customer or carrier Contracts entered into in the ordinary course of the Company is bound (eachbusiness, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments any Contract that involved expenditures or understandings which involve payments or guaranteed receipts by the Company or any of its Subsidiaries of more than $5,000,000 in the last fiscal year or is expected to involve expenditures or guaranteed receipts by the Company or any of its Subsidiaries of more than $5,000,000 in the current fiscal year; (E) any Contract that involved, since January 1, 2019, the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person (other than acquisitions or dispositions of (1) assets in the ordinary course of business, including acquisitions and dispositions of inventory, (2) assets, capital stock and other equity interests by and among the Company and its Subsidiaries, or (3) assets, capital stock and other equity interests with a value of not more than $2,500,000 individually or $10,000,000 in the aggregate); (F) any Contract (other than this Agreement) that by its terms limits the payment of dividends or other distributions by the Company or any of its Subsidiaries; (G) any joint venture or partnership Contract; (H) any Contract for the lease of real property material to the operation of the Company’s business; (I) any Contract deemed to be a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (J) any collective bargaining agreement or other Contract with any labor union, labor organization, or works council (each a “Labor Agreement”); (K) any Contract that is a settlement, conciliation or similar agreement with any Governmental Entity and pursuant to which the Company or a Subsidiary will have any material outstanding obligation after the date of this Agreement; and (L) any Contract for the employment or engagement of any director, officer, executive employee or independent contractor providing for annual base compensation in excess of $1,000,000 during any twelve month period; 250,000; and (bM) all written management, compensation, employment or other contracts entered into with any executive officer or director of Contract (1) pursuant to which the Company or any Subsidiary of its Subsidiaries licenses or grants rights to any Person, or licenses or receives a grant of right from any Person, with respect to any material Intellectual Property (other than non-exclusive licenses granted to third parties in the Company; ordinary course of business, non-exclusive licenses to commercially-available, off-the-shelf software and software-as-a-service licensed or procured for aggregate fees of $500,000 or less, and licenses of open source software or freeware), (c2) all contracts under which any Person has developed or has been engaged to develop any material Intellectual Property for the Company or one of its Subsidiaries that is owned or purported to be owned by the Company or one of its Subsidiaries (excluding agreements with employees and contractors entered into in the ordinary course of business assigning to the Company or one of its Subsidiaries any developed Intellectual Property) or under which the Company or any Subsidiary of the Company its Subsidiaries has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property developed or has been engaged to develop any material Intellectual Property for any Person, or (3) entered into to settle or resolve any Intellectual Property-related dispute or otherwise affecting the right Company’s or obligation any of its Subsidiaries’ rights to incur use or enforce any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which Intellectual Property owned by the Company or any Subsidiary of its Subsidiaries in any material respect, including settlement agreements, coexistence agreements, covenant not to s▇▇ agreements, and consent to use agreements (all contracts of the type described in this Section 3.1(p)(i) being referred to herein as “Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingentMaterial Contracts”), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company;. (eii) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth would not be reasonably likely to result in the a Company Disclosure LetterMaterial Adverse Change, (i) neither the Company nor any Subsidiary of its Subsidiaries nor, to the Knowledge of the Company Company, any other party, is in material breach of or material default under the terms of any Company Material Contract. Except as would not, which default permits individually or in the other party aggregate, be reasonably likely to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such have a Company Material Contract or to collect damagesAdverse Change, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valida valid and binding obligation of the Company or its Subsidiaries which is party thereto and, binding to the Knowledge of the Company, of each other party thereto, and is in full force and effect in all material respectseffect, except that such enforcement may be subject to the Bankruptcy and (iv) all contracts or agreements under which the Equity Exception. A copy of each Company or any Subsidiary Material Contract as of the Company date hereof has previously been delivered or made available to Parent (including any outstanding indebtednessamendments, obligation modifications or liability for borrowed money may be prepaid in full without any prepayment penaltiessupplements thereof).

Material Contracts. The Company Disclosure Letter sets forth (a) For all purposes of and under this Agreement, a complete and accurate list as “Material Contract” of the date Company or its Subsidiary shall mean: (i) any Contract listed as an exhibit to the Company’s annual report on Form 20-F for the year ending December 31, 2016; (ii) any Contract that both requires payments from or to the Company of this Agreement more than $500,000 during any twelve (12) month period and is not cancelable by the Company or its Subsidiary without any material financial or other penalty on ninety (90) or fewer days’ notice; (iii) any Contract that relates to the formation, creation, operation, management or control of any of the following legal partnership or any joint venture entity pursuant to which the Company or its Subsidiary owns (i) more than 20% voting or (ii) economic interest with a book value of more than $250,000 without regard to percentage voting or economic interest; (iv) any Contract (other than any Contract whose only parties are the Company and/or its Subsidiary) relating to Indebtedness for borrowed money owing or guaranteed by the Company or its Subsidiary, other than any Contract relating to Indebtedness with an outstanding principal amount of less than $250,000 (whether incurred, assumed, guaranteed or secured by any asset); (v) any Contract under which the Company or its Subsidiary has made any advance, loan, extension of credit or capital commitment to, or other investment in, any Person (other than the Company or its Subsidiary and except for any extensions of trade credits in the ordinary course of business in excess of $250,000; (vi) any Contract (A) that contains a license in respect of Intellectual Property Rights where such license is material to the business of the Company (except for (1) licenses of commercially available, off-the-shelf, click-wrap or shrink-wrap software, (2) non-exclusive licenses of Intellectual Property Rights incidental to the sale or purchase of products or services in the ordinary course of business) or (B) for the development (by itself or through a third party) of any Intellectual Property Rights material to the products of the Company or the manufacturing thereof; (vii) any Contract to which the Company is a party or that contains any continuing covenant by which the Company to not compete or engage in any line of business or to not engage in its business in any geographic location, in each case other than such Contracts that (x) may be cancelled without material liability to the Company upon notice of ninety (90) days or less or (y) are not, individually or in the aggregate material to the Company and its Subsidiary, taken as a whole; (viii) any Contract providing for (x) Government Grants from the OCS or any Subsidiary other Israeli Governmental Authority, which Government Grant is extended to support the Company’s research and development operations (i.e., Kitvei Ishur), or (y) material Government Grants from any other Governmental Authority; and (ix) any Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act. (b) Section 3.10(b) of the Company is bound Disclosure Letter contains a list of all Material Contracts (each, a "COMPANY MATERIAL CONTRACT"): other than any Material Contract contemplated by clause (ai) all contracts, agreements, commitments or understandings of the definition thereof) to which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period; (b) all written management, compensation, employment or other contracts entered into with any executive officer or director is a party as of the Company or any Subsidiary date of the Company;this Agreement. (c) all contracts Except as has not had or agreements under which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date hereof, (i) each Material Contract is valid and binding on the Company and enforceable against the Company, in accordance with its terms, except that such enforceability (x) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or any Subsidiary relating to creditors’ rights generally, and (y) is subject to general principles of equity, (ii) neither the Company has any outstanding indebtednessnor, obligation or liability for borrowed money or to the deferred purchase price Knowledge of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three yearsparty thereto, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in material breach of, or material default under the terms of under, any Company such Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, and (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has not received written notice of any outstanding indebtednessactual or potential violation of, obligation or liability for borrowed money may be prepaid in full without failure to comply with, any prepayment penaltiesmaterial term of any Material Contract.

Material Contracts. The (a) Set forth in Section 3.18(a) of the Company Disclosure Letter sets forth Schedule and/or the Company's SEC Filings, is a complete list of all contracts and accurate list as of the date of this Agreement of any of the following agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company or any Subsidiary of its Subsidiaries is a party affecting the obligations of any party thereunder) to which the Company or any of its Subsidiaries is a party or by which any of its assets or properties are bound that are material to the business, assets or properties of the Company and its Subsidiaries taken as a whole, including, to the extent any of the following are, individually or in the aggregate, material to the business, assets or properties of the Company and its Subsidiaries taken as a whole, all: (i) employment, severance, product design or development, personal services, consulting, non-competition or indemnification contracts (including, any contract to which the Company or any Subsidiary of its Subsidiaries is a party involving employees of the Company), but excluding normal indemnification provisions under license or sale contracts; (ii) licensing, merchandising or distribution agreements involving the payment of more than $50,000 per year; (iii) contracts granting a right of first refusal or first negotiation involving in excess of $50,000; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material assets or properties of the Company is bound (eachby merger, a "COMPANY MATERIAL CONTRACT"): purchase or sale of assets or stock or otherwise) entered into since December 31, 2003; (avi) all contracts, contracts or agreements with any Governmental Entity involving the payment of more than $50,000 per year; (vii) loan or credit agreements, commitments mortgages, indentures or understandings which involve payments other agreements or receipts instruments evidencing indebtedness for borrowed money by the Company or any of its Subsidiaries or any such agreement pursuant to which indebtedness for borrowed money may be incurred, in each case involving in excess of $1,000,000 during any twelve month period; 50,000; (bviii) all written managementagreements that purport to limit, compensation, employment curtail or other contracts entered into with any executive officer or director restrict the ability of the Company or any Subsidiary of its Subsidiaries to compete in any geographic area or line of business; (ix) assembly (packaging), testing, or supply agreements, in each case, involving in excess of $50,000; and (x) commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 5.1, the "Company Material Contracts"). Section 3.18 of the Company Disclosure Schedule sets forth a list of all Company Material Contracts and the Company has heretofore made available to Parent true, correct, and complete copies of all such Company Material Contracts. (b) To the Company;'s Knowledge, each of the Company Material Contracts constitutes the valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms, and is in full force and effect. There is no material default under any Company Material Contract either by the Company (or its Subsidiaries) or, to the Company's Knowledge, by any other party thereto, and no event has occurred that with the giving of notice, the lapse of time, or both would constitute a default thereunder by the Company (or its Subsidiaries) or, to the Company's Knowledge, any other party. As of the date hereof, no party has notified the Company in writing that it intends to terminate or fail to extend its contract with the Company within one year of the date of the Agreement, except for any such termination or failure as would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (c) all contracts or agreements under which No party to any such Company Material Contract has given notice to the Company of or any Subsidiary of made a claim against the Company has in respect of any outstanding indebtedness, obligation material breach or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability;default thereunder. (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in Section 3.18(d) of the Company Disclosure LetterSchedule, (i) neither no consent of any third party is required under any Company Material Contract as a result of or in connection with, and the Company nor any Subsidiary of the Company is in default under the terms enforceability of any Company Material ContractContract will not be affected in any manner by, which default permits the other party to adversely alter execution, delivery, and performance of this Agreement or terminate any rights the consummation of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiestransactions contemplated hereby.

Material Contracts. The Company Disclosure Letter sets forth a complete and accurate list Except as listed or described on Schedule 3.8, none of the date of this Agreement of any of the following to which the Company or any Subsidiary of the Company Acquired Companies is a party to or bound by which any Contract of a type described below (such Contracts that are required to be listed on Schedule 3.8, are herein referred to as the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"“Material Contracts”): (a) all contractsany consulting agreement, management agreement, advisory agreement or employment agreement that provides for annual compensation or payments exceeding $100,000 per year and which cannot be terminated by the Acquired Companies without penalty or cost on notice of thirty (30) days or less, any severance agreements, commitments retention agreements or understandings which involve payments change-of-control agreements, and any collective bargaining arrangement or receipts by the Company Contract with any labor union and any such agreements currently in negotiation or any of its Subsidiaries in excess of $1,000,000 during any twelve month periodproposed; (b) all written managementany bonus, compensationcommission, employment or other contracts entered into with any executive officer or director of the Company pension, profit sharing, retirement or any Subsidiary other form of the Companydeferred compensation or incentive plan or any stock purchase, stock option, hospitalization insurance or similar plan or practice; (c) all contracts any Contract for capital expenditures or agreements under which the Company acquisition of fixed assets in excess of $300,000 in the aggregate pursuant to that Contract or any Subsidiary one or more Contracts with the same Person or its Affiliates that are intended to be a part of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liabilitysame transaction; (d) all bonds any Contract or agreements group of guarantee related Contracts for the purchase, lease, maintenance or indemnification acquisition, or the sale or furnishing, of materials, supplies, merchandise, machinery, equipment, parts or other property or services requiring remaining aggregate future payments in which the Company or any Subsidiary excess of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent)$300,000, other than any such guarantees for the purchase or sale of inventory in the obligations ordinary course of the Company or any Subsidiary business, which calls for performance over a period of the Companymore than six (6) months; (e) all noncompete agreements any Contract requiring future aggregate payments in excess of $300,000 that was not made in the ordinary course of business, not at arm’s-length, or for a sales price which, at the time the Contract was entered into, was expected to which result in a loss to the Company, any Subsidiary of the Company or any affiliate thereof is a partyCompanies; (f) any Contract relating to Indebtedness, or the guaranty of another Person’s Indebtedness or other obligation, including, without limitation, all partnership notes, mortgages, indentures and joint venture agreementsother obligations, guarantees of performance, agreements and instruments for or relating to any Indebtedness; (g) each any leases, subleases and other contract or agreement listed as an exhibit Contracts pertaining to any of the Company's most recent Form 10-K and 10-Q; andReal Property; (h) all agreements any Contract granting any Person a Lien on any assets of the Acquired Companies; (i) any Contract under which any of the Acquired Companies have granted or received a license or under which it is obligated to pay or has the right to receive a royalty, license fee or similar payment in an amount in excess of $300,000, other than licenses for commercially available prepackaged software; (j) any Contract that restricts the right of any Acquired Company to engage in any line of business, to compete with any Person or to sell any product or provide any service; (k) any Contract with a governmental body which is subject to renegotiation; (l) any Contract relating to ownership of or investments in any business or enterprise (including minority investments); (m) any power of attorney, which is currently in effect, to any Person; (n) any Contract which is not, or may not be, binding on the UK Company or any other party in consequence of the Unfair Terms in Consumer Contracts Regulations 1999 (being regulations incorporated into the laws of England and Wales); or (o) any joint venture or partnership Contract. The Seller has made available to the Buyer a correct and complete copy of each written Material Contract and a true and correct description of all material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreementsterms of each oral Material Contract. Except as set forth in the Company Disclosure Letteron Schedule 3.8, (i) neither the Company nor any Subsidiary each Material Contract required to be disclosed on Schedule 3.8 is in full force and effect, represents a legal, valid and binding obligation of the applicable Acquired Company is in default under the terms and, to Seller’s knowledge, each of any Company Material Contract, which default permits the other party to adversely alter parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or terminate any other similar laws affecting the enforcement of creditors’ rights generally, and general principles of the Company equity (regardless of whether such enforceability is considered in a proceeding in law or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagesequity), (ii) no Material Contract required to be disclosed on Schedule 3.8 has been breached (except for those breaches that have not resulted in and which will not result in, either individually or, in the knowledge case of a series of related breaches, in the Companyaggregate, no a Material Adverse Effect) or canceled by any Acquired Company or, to Seller’s knowledge, any other party thereto is in default in any material respect under the terms of any Company Material Contractparty, and (iii) each Acquired Company Material Contract is valid, binding and in full force and effect has performed in all material respectsrespects all the obligations required to be performed by it in connection with the Material Contracts required to be disclosed on Schedule 3.8 and is not in default under or in breach of any such Material Contract (except for those defaults and breaches that have not resulted in and which will not result in, either individually or, in the case of a series of related defaults or breaches, in the aggregate, a Material Adverse Effect), and no event has occurred which with the passage of time or the giving of notice or both would result in a default or breach thereunder (iv) all contracts other than those defaults and breaches which would not result in, either individually or, in the case of a series of related breaches or agreements under which defaults, in the Company or any Subsidiary of the Company has any outstanding indebtednessaggregate, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesa Material Adverse Effect).

Material Contracts. The (a) Section 4.20 of the Company Disclosure Letter sets forth a Schedule contains an accurate and complete and accurate list list, as of the date Original Agreement Date, of each contract described below (such Contracts, including any Contracts required to be listed on Section 4.20 of the Company Disclosure Schedule, the “Material Contracts”) in this Agreement of Section 4.20 under which the Company or any of its Subsidiaries has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise): (i) purporting to limit in any material respect the following freedom of the Company or any of its Subsidiaries (or, after the Closing, Parent or any of its Affiliates) to (A) engage or compete in any line of business, industry or geographical area, including any non- compete or exclusivity provision or (B) set prices and terms for the provision, sale, lease or license of its products, services or technologies; (ii) (A) that is a standstill or restrictive covenant agreement or that contains any standstill or similar agreement pursuant to which the Company or any Subsidiary of its Subsidiaries has agreed (or, after the Company is a party Closing, pursuant to which Parent or by which any of its Affiliates would be required) not to acquire or to other limitations with respect to assets or securities of another Person, (B) contains any non-solicitation, no hire or similar provision that restricts the Company or any Subsidiary of its Subsidiaries (or, after the Closing, Parent or any of its Affiliates) from soliciting, hiring, engaging, retaining or employing a third party’s current or former employees, in each case, other than confidentiality agreements entered into in the ordinary course of business that is material to the Company and its Subsidiaries, taken as a whole, or (C) grants any third party rights of first refusal, rights of first option, rights of first offer or similar rights or options to purchase, offer to purchase or otherwise acquire any interest in any of the properties or assets (other than Company is bound (each, a "COMPANY MATERIAL CONTRACT"): (aIntellectual Property Rights) all contracts, agreements, commitments or understandings which involve payments or receipts owned by the Company or any of its Subsidiaries (or, after the Closing, Parent or any of its Affiliates), in excess the case of $1,000,000 during any twelve month periodthis clause (C) that is material to the Company and its Subsidiaries, taken as a whole; (biii) all written managementany stockholders, compensationinvestors rights, employment registration rights or other contracts entered into with similar Contract; (iv) any executive officer Contract that purports to bind direct or director indirect equityholders of the Company or any Subsidiary of its Affiliates other than the Company or any of its Subsidiaries; (v) any Contract that provides for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets (including properties or capital stock) that (A) is pending for aggregate consideration in excess of $25,000 or (B) pursuant to which the Company or its Subsidiaries has continuing material obligations including any “earn-out” or other contingent payment obligations; (vi) any Contract providing any third party with any rights upon a “change of control” or similar event with respect to the Company or any of its Subsidiaries; (vii) any Contract or group of related Contracts that provides for, or would reasonably be expected to result in, annual payments to or from the Company and its Subsidiaries of $10,000 or more or aggregate payments to or from the Company and its Subsidiaries of $20,000 or more; (viii) any Contract (A) with any sole-source suppliers of material products or services or (B) that includes any “most favored nations” terms and conditions, any exclusive dealing or minimum purchase or sale, “take or pay” obligations, arrangement or requirements to purchase substantially all of the output or production of a particular supplier; (ix) pursuant to which the Company or any of its Subsidiaries has potential indemnification obligations to any Person, except for ordinary course customer agreements; (x) any partnership, joint venture, strategic alliance, collaboration, co- promotion or research and development project contract that is material to the Company and its Subsidiaries, taken as a whole; (xi) any Contract with any Governmental Authority or entered into by the Company or any of its Subsidiaries as a subcontractor (at any tier) to provide supplies or services in connection with a Contract between another Person and a Governmental Authority; (xii) any Company Affiliate Transaction; (xiii) any Contract relating to indebtedness of the Company or any of its Subsidiaries for borrowed money or any financial guaranty thereof; (xiv) any Contract relating to any loan or other extension of credit made by the Company; (cxv) all contracts any Contract that obligates the Company or agreements under any of its Subsidiaries to make any capital expenditures; (xvi) containing 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; (xvii) any Contract (excluding licenses for commercial off-the-shelf Software with aggregate annual payments of less than $25,000, Open Source Software licenses and non-exclusive licenses granted in the ordinary course of business) to which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation its Subsidiaries is a party pursuant to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of its Subsidiaries (A) is granted any license or right to use, or covenant not to sue with respect to, any Intellectual Property Rights of a Third Party or (B) has granted to a Third Party any license or right to use, or covenant not to sue with respect to, any Company Intellectual Property Rights; (xviii) any (A) employment or service Contract with any Company Service Provider whose current base compensation exceeds $100,000 per year or (B) any Contract providing for retention, change in control or transaction bonuses or benefits; (xix) any collective bargaining or similar agreement; (xx) any Contract that involves the settlement of any Proceeding or dispute pursuant to which the Company acts as surety, guarantor or indemnitor with respect to any obligation of its Subsidiaries has continuing obligations (fixed contingent or contingentotherwise), other than ; (xxi) any such guarantees of the obligations power-of-attorney executed on behalf of the Company or any Subsidiary of the Companyits Subsidiaries; (exxii) all noncompete agreements any other Contract, arrangement, commitment or understanding that would be required to which be filed by the Company, Company as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); and (xxiii) any Subsidiary of Contract that commits the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit of its Subsidiaries to enter into any contracts of the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth types described in the Company Disclosure Letter, foregoing clauses (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, through (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesxxii).

Material Contracts. The (a) Section 3.7(a) of the Company Disclosure Letter Schedules sets forth a complete and accurate list as of the date of this Agreement of any of the following Contracts to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess is, as of $1,000,000 during any twelve month period;the date of this Agreement, a party (each Contract required to be set forth on Section 3.7(a) of the Company Disclosure Schedules, together with each Contract entered into after the date of this Agreement that would be required to be set forth on Section 3.7(a) of the Company Disclosure Schedules if entered into prior to the execution and delivery of this Agreement, collectively, the “Company Contracts”): (bi) all written any management, compensationemployment, employment severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other contracts entered into with similar Contract between: (i) the Company or any executive officer of its ERISA Affiliates; and (ii) any active, retired or director former employees, directors or consultants of the Company or any Subsidiary of its ERISA Affiliates, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of the Company or any of its ERISA Affiliates to make any severance, termination, change in control or similar payment or to provide any benefit, other than severance payments required to be made by the Company under applicable Legal Requirements; (ii) any Contracts identified or required to be identified in Section 3.19 of the Company Disclosure Schedules; (iii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the Transactions or the value of any of the benefits of which will be calculated on the basis of any of the Transactions; (iv) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors; (v) any Contract imposing, by its express terms, any material restriction on the right or ability of the Company: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; or (C) to develop, sell, supply, distribute, commercialize, offer, support or service any product or any technology or other asset to or for any other Person; (vi) any Contract currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (vii) any Contract relating to Indebtedness or to the placing of an Encumbrance (other than a Permitted Encumbrance) on any material assets or properties; (viii) any joint marketing or development agreement; (ix) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification, option to purchase or similar right with respect to any securities or assets of the Company; or (B) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of the Company; (cx) all contracts each Contract that contemplates or agreements involves the payment by or to the Company after the date of this Agreement in excess of $100,000 pursuant to its express terms relating to: (A) any distribution, reseller or sales representative agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of the Company; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which the Company has continuing obligations to develop or market any product, technology or service, or any Subsidiary of agreement pursuant to which the Company has continuing obligations to develop any outstanding indebtednessIP Rights that will not be owned, obligation in whole or liability for borrowed money in part, by the Company; or the deferred purchase price of property (D) any Contract to license any third party to manufacture or has the right produce any product, service or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations technology of the Company or any Subsidiary Contract to sell, distribute or commercialize any products or service of the Company, in each case, except for Company Contracts entered into in the ordinary course of business consistent with past practice; (xi) each Contract containing any royalty, milestone, or other contingent payments based on any research, exploration, testing, development, collection, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or event; (xii) any Contract with any Governmental Body that is material to the business or operations of the Company; (exiii) all noncompete agreements any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $100,000 in the aggregate, or contemplates or involves the performance of services having a value in excess of $100,000 in the aggregate other than any arrangement or agreement expressly contemplated or provided for under this Agreement; and (xiv) any settlement, conciliation or similar Contract (A) the performance of which would be reasonably likely to which involve any payments after the Companydate of this Agreement, (B) with a Governmental Body or (C) that imposes or is reasonably likely to impose, at any time in the future, any Subsidiary of material, non-monetary obligations on the Company or any affiliate thereof is a party;of its Subsidiaries (or Buyer or any of its Affiliates after the Closing). (fb) all partnership The Company has made available to Buyer an accurate and joint venture agreements; (g) complete copy of each other contract Company Contract listed or agreement required to be listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in Section 3.7 of the Company Disclosure Letter, (i) neither Schedules. Neither the Company nor any Subsidiary of its Subsidiaries, nor to the Company’s Knowledge, any other party to a Company Contract, has breached or violated in any material respect or materially defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the Company is Contracts. To the Knowledge of Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in default under a violation or breach in any material respect of any of the terms provisions of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, ; (ii) give any Person the right to the knowledge of the Company, no other party thereto is in declare a default in any material respect under any Company Contract; (iii) give any Person the terms right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Material Contract; or (v) give any Person the right to cancel, (iii) each terminate or modify any Company Material Contract. Each Company Contract is valid, binding binding, and, assuming due authorization and execution by the other party thereto, enforceable and in full force and effect in all material respectseffect, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money except as enforceability may be prepaid in full without any prepayment penaltieslimited by bankruptcy and other similar laws and general principles of equity.

Material Contracts. The Section 4.13 of the Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of each Contract to which either the Company or any of its Subsidiaries is a party or bound other than each Contract solely among the following Company and its wholly owned Subsidiaries that: (a) requires the Company or its Subsidiaries (or, after the Effective Time, Parent or its Subsidiaries) to deal exclusively with any Person or group of related Persons, which Contract is material to the Company and its Subsidiaries, taken as a whole (other than any licenses or other Contracts entered into in the ordinary course); (b) is material to the formation, creation, operation, management or control of any partnership, joint venture, limited liability company or other similar agreements or arrangements, the book value of the Company’s investment in which exceeds $10,000,000; (c) is required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (d) contains a put, call or similar right pursuant to which the Company or any Subsidiary of the Company is a party its Subsidiaries would be required to purchase or by which sell, as applicable, any equity interests of any Person, other than as would not be material in type or amount; (e) was entered into with Affiliates of the Company or any Subsidiary of its Subsidiaries (other than the Company and its Subsidiaries) that is bound not a Company Plan or that was entered into other than on arms’-length terms; (eachf) is a Contract not of a type (disregarding any dollar thresholds, a "COMPANY MATERIAL CONTRACT"): materiality or other qualifiers, restrictions or other limitations applied to such Contract type) described in the foregoing clauses (a) all contractsthrough (h) that has or would reasonably be expected to, agreementseither pursuant to its own terms or the terms of any related Contracts, commitments or understandings which involve payments or receipts in excess of $10,000,000 in any year (such Contracts required to be listed pursuant to clauses (a)-(e) above and this clause (f), the “Material Contracts”). A true, correct and complete copy of each Material Contract, as amended as of the date of this Agreement, including all attachments, schedules and exhibits thereto, has been made available to Parent prior to the date of this Agreement. Each of the Material Contracts, is valid and binding on the Company or its Subsidiaries, as the case may be and, to the Knowledge of the Company, each 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 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 nor, to the Knowledge of the Company, any other party is in breach of or in default under any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by the Company or any of its Subsidiaries Subsidiaries, in excess of $1,000,000 during any twelve month period; (b) all written managementeach case, compensationexcept for such breaches and defaults as would not, employment individually or other contracts entered into with any executive officer or director of the Company or any Subsidiary of the Company; (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letteraggregate, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any reasonably be expected to have a Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesAdverse Effect.

Material Contracts. The Company (a) Section 2.10(a) of the Disclosure Letter sets forth a complete and accurate list Schedule lists each of the following Contracts in effect as of the date of this Agreement of any of the following to which the Company or any Subsidiary of the Company is a party or by which binds or affects its properties or assets in the following categories (other than Standard Contracts and Company Plans) (each of the following types of Contracts to which the Company or any Subsidiary of is a party, the Company is bound (each, a "COMPANY MATERIAL CONTRACT"“Material Contracts”): (ai) all contracts, agreements, commitments any Contract that requires future payments by or understandings which involve payments or receipts by to the Company or any of its Subsidiaries in excess of Twenty-Five Thousand Dollars ($1,000,000 during 25,000) in any twelve month periodcalendar year, including any such Contract for the purchase or sale of assets, raw materials, goods, commodities, utilities, equipment, supplies, products or other personal property, or for the provision or receipt of services; (bii) all written managementany Contract related to an acquisition, compensationdivestiture, employment merger, sale of assets or similar transaction containing representations, covenants, indemnities, purchase price payments, “earn-outs”, adjustments or other contracts entered into obligations; (iii) any Contract with any executive officer Governmental Body; (iv) (A) any guaranty, surety or director performance bond or letter of credit issued or posted, as applicable, by the Company; (B) any Contract evidencing Debt of the Company or providing for the creation or granting of any Subsidiary Lien upon any of the Companyproperty or assets of the Company (excluding Permitted Encumbrances); (C) any Contract (1) relating to any loan or advance to any Person which is outstanding as 12. of the date of the Agreement or (2) obligating or committing the Company to make any such loans or advances; and (D) any currency, commodity or other hedging or swap contract; (cv) all contracts any Contract creating or purporting to create any partnership or joint venture, or any sharing of profits or losses, or any similar arrangement by the Company with any third party; (vi) any Contract (A) containing covenants restricting or purporting to restrict competition which, in either case, have, would have or purport to have the effect of prohibiting the Company or, after the Closing, Buyer or the Company from engaging in any business or activity in any geographic area or other jurisdiction; (B) in which the Company has granted “exclusivity”, “co-exclusivity” or that requires the Company to deal exclusively with, or grant exclusive or co-exclusive rights or rights of first refusal to, any customer, vendor, supplier, distributor, contractor or other Person; (C) that includes minimum purchase conditions or other requirements imposed on the Company, in either case that exceed Twenty-Five Thousand Dollars ($25,000) in any calendar year; or (D) containing a “most-favored-nation”, “best pricing” or other similar term or provision by which another party to such Contract or any other Person is, or could become, entitled to any benefit, right or privilege which, under the terms of such Contract, must be at least as favorable to such party as those offered to another Person; (vii) other than confidentiality agreements entered into in the Ordinary Course of Business, any Contract containing covenants that restrict or limit in any material respect the ability of the Company to solicit or hire employees or customers; (viii) any Contract under which the Company is, or any Subsidiary of the Company has any outstanding indebtednessmay become, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation obligated to incur any such indebtednessseverance, obligation retention, change in control, or liabilityother amount that would become payable by reason of the transaction contemplated hereunder; (dix) all bonds any Contract providing for the employment or agreements engagement of guarantee any Person on a full-time, part-time, independent contractor, temporary or indemnification in which the Company other basis or otherwise with any Subsidiary employee, director, manager, officer or independent contractor of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent)Company, other than any such guarantees of the obligations of the Company Contracts for employment that are terminable at-will without advance notice, or that do not provide for any Subsidiary of the Companyseverance, penalty, or other liability upon termination; (ex) all noncompete agreements to which the Companyany Contract, collective bargaining agreement or other similar agreement with any Subsidiary of the Company or any affiliate thereof is a partyUnion; (fxi) all partnership and joint venture agreementsany separation agreement or settlement agreement with any employee under which the Company has any current actual or potential Liability, as well as any settlement agreement, consent decree, or other similar agreement with any Governmental Body; (gxii) each other contract any lease, sublease, rental or occupancy agreement, license, installment, and conditional sale agreement or agreement listed as under which the Company is lessee or lessor of, or owns, uses or operates any leasehold or other interest in any real or personal property; (xiii) any Contract with any professional employer organization or any agreement with an exhibit to employee leasing agency for the engagement of temporary or leased employees by the Company's most recent Form 10-K and 10-Q; and (hxiv) all agreements relating any Contract not otherwise listed or required to material business acquisitions be listed in Section 2.10(a) of the Disclosure Schedule that, if terminated, or dispositions during if such Contract expired without being renewed, would have a Company Material Adverse Effect. (b) With respect to each Material Contract listed in Section 2.10(a) of the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, Schedule: (i) neither such Material Contract is binding and enforceable against the Company nor any Subsidiary (other than, as of the Closing Date, Material Contracts that expired prior to the Closing Date pursuant to their respective terms) and, to the Sellers’ Knowledge, each other party thereto, in each case, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity); and (ii) the Company is not in material breach or material default under of such Material Contract or, with the terms giving of any Company notice or the giving of notice and passage of time without a cure would be, in material breach or material default of such Material Contract, which default permits and to the other party to adversely alter or terminate any rights Sellers’ Knowledge, as of the Company or any Subsidiary date of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Companythis Agreement, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company to such Material Contract is validin material breach or material default of such Material Contract. The Company has delivered or otherwise made available to Buyer a true, binding accurate and in full force complete copy of each such Material Contract and effect in all related amendments and modifications. The Company has not waived any material respects, and (iv) all contracts or agreements rights under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesMaterial Contracts.

Material Contracts. The Company Disclosure Letter (a) Other than the Governing Documents, Schedule 4.14(a) sets forth a complete and accurate list as of the date of this Agreement of any all of the following Contracts to which the Company or any Subsidiary member of the Company Group is a party or by which any of its assets is bound (together with all Real Property Leases set forth in Schedule 4.11(b) and Related Party Contracts set forth in Schedule 4.18, collectively, the Company “Material Contracts”): i. any Contract that requires, in accordance with its terms, payments to or any Subsidiary from such member of the Company is bound (each, Group in excess of $50,000 in any 12-month period other than pursuant to purchase or sales orders entered into in the Historical Course of Business or the Ordinary Course of Business; ii. all Contracts that require any member of Company Group to purchase its total requirements of any product or service from a "COMPANY MATERIAL CONTRACT"):third party or that contain “take or pay” provisions; (a) all contracts, agreements, commitments iii. Contracts that restrict or understandings which involve payments or receipts by purport to restrict the ability of such member of the Company Group to compete with any other Person or engage in any line of business or in any geographic area during any period of time, which limit or restrict the right or ability of such member of the Company Group to do business with any Person or that grants any Third Party “most favored nation” status; iv. all Contracts that provide for the assumption of (A) any liability of any Third Party for Taxes or (B) liability or obligation of any Third Party for any violations of Environmental Laws by such Third Party; v. Contracts for (A) the purchase or sale of any assets other than in the Historical Course of Business or the Ordinary Course of Business or (B) the sale of Equity Interests in such member of the Company Group (other than this Agreement) or the merger, consolidation or reorganization of such member of the Company Group; vi. Contracts relating to any acquisition by such member of the Company Group of any operating business or the capital stock or substantially all of the assets of any other Person or any material real property (whether by merger, sale of stock, assets or otherwise); vii. Contracts relating to the incurrence, assumption or guarantee of Indebtedness, the making of any advances or loans or the imposition of a Lien on any of the assets of such member of the Company Group, in each case, other than those related to (A) any Indebtedness, guarantee or Lien which will be released prior to the Closing or (B) Permitted Liens; viii. Contracts relating to any partnership, strategic alliance or joint venture or any sharing of revenues, profits, losses, costs or liabilities; ix. Contracts with any Governmental Body; x. Contracts providing for indemnification to or from any Person and that was not entered into the Historical Course of Business; xi. the Applicable CBAs; xii. all powers of attorney granted by any member of the Company Group to any Person for any purpose whatsoever; xiii. Contracts primarily relating to compliance with Environmental Laws; xiv. all railcar leases to which the Assumed Railcars are subject (the “Assumed Railcar Leases”); and xv. any Contracts with a third party where the Seller or any of its Subsidiaries in excess Affiliates (other than members of $1,000,000 during any twelve month period;the Company Group) is also a party. (b) The Seller has made available to Purchaser correct and complete copies of all written managementMaterial Contracts, compensationincluding all amendments, employment or other contracts entered into with any executive officer or director supplements and modifications thereto and written waivers thereof. Each of the Material Contracts is in full force and effect and is the legal, valid and binding obligation of the respective member of the Company Group, enforceable against it 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 (regardless of whether enforcement is sought in a Proceeding at law or any Subsidiary of the Company; (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingentequity), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letteron Schedule 4.14(b), (i) neither the Company nor any Subsidiary no member of the Company is in default under the terms of Group or, to Seller’s Knowledge, any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect under respect, or has provided or received any written notice of any intention to terminate, any Material Contract. Except as set forth on Schedule 4.14(b), there have been no amendments, supplements, modifications or waivers to the terms of any Company Material ContractContracts that have not been reduced to writing and made available to Purchaser. Except as set forth on Schedule 4.14(b), (iii) each Company no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract is validor result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation, binding and in full force and effect in all material respectsthe revocation of any waivers, and (iv) all contracts or agreements under which the Company or loss of any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesbenefit thereunder.

Material Contracts. The Company Except for the Contracts set forth in the Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of any of the following Letter, there is no outstanding Contract to which the Company or any Subsidiary of the Banking Company is a party or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):party: (a) all contracts, agreements, commitments or understandings which involve payments or receipts by is not in the Company or any ordinary course of its Subsidiaries in excess of $1,000,000 during any twelve month periodbusiness; (b) all written managementwhich relates to Indebtedness (whether incurred, compensationassumed, employment guaranteed or other contracts entered into with secured by any executive officer or director of the Company or any Subsidiary of the Companyasset); (c) all contracts or agreements under which involves payment of any sum by the Banking Company or determined by reference to fluctuations in any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liabilityindex; (d) all bonds contains provisions requiring the Banking Company to seek consent of, or agreements intimate, any other party to such contract or arrangement in the event of guarantee a change of Control, a change in the shareholding pattern or indemnification a change in which the Company or any Subsidiary management of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Banking Company; (e) all noncompete agreements to which the Companywhich, any Subsidiary by virtue of the Company execution, delivery or performance of the terms of the Definitive Agreements, will result in: (i) any other Person being relieved of any obligation or becoming entitled to exercise any right (including any right of termination or any affiliate thereof is right of pre-emption or other option); or (ii) the Banking Company being in default under any Contract or losing any benefit, right or licence which it currently enjoys or in a partyliability or obligation of the Banking Company being created or increased; (f) all partnership and joint venture agreementswhich was entered into otherwise than in the ordinary course of business by way of bargain at arm's length (including, without limitation, in respect of shared facilities); (g) each which, in the opinion of the management of the Banking Company exercising prudent business principles, upon completion by the Banking Company of its work or the performance of its other contract obligations under it, is likely to result in a loss which is not fully provided for in the Accounts or agreement listed as which is either not expected to make a normal profit margin or which involves an exhibit to the Company's most recent Form 10-K and 10-Q; andabnormal degree of risk; (h) all agreements relating which relates to the acquisition or disposition of any business, a material business acquisitions amount of stock or dispositions during the last three yearsassets of any other Person or any material real property (whether by merger, including any separate tax sale of stock, sale of assets or indemnification agreements. Except as set forth in the Company Disclosure Letter, otherwise); (i) neither which: (i) limits the Company nor any Subsidiary freedom of the Banking Company is to compete in default under any line of business or with any Person or in any area or which would so limit the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights freedom of the Banking Company after the Completion; or (ii) contains exclusivity obligations or restrictions binding on the Banking Company or that would be binding on the Banking Company after the Completion; (j) under which: (i) any Subsidiary of the Company Person has directly or accelerate the indirectly guaranteed any liabilities or obligations of the Company Banking Company, or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in Banking Company has directly or indirectly guaranteed any material respect under the terms liabilities or obligations of any other Person (in each case other than endorsements for the purpose of collection in the ordinary course of business); (k) which involves or is likely to involve: (i) expenditure by the Banking Company Material Contract, in excess of Rs.100,000,000 (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penalties.Rupees One Hundred Million); or

Material Contracts. The Company Disclosure Letter Schedule 2.08 sets forth a complete and accurate list as of the date of this Agreement of any of the following all: (a) contracts with respect to which the Company has any liability or obligation involving more than $10,000, Gemini Stock Purchase Agreement Final Version - June 3, 1998 - 8 p.m. ds1/408849-8 contingent or otherwise, or which may extend for a term of more than one year after the Closing other than purchase orders entered into in the ordinary course of business; (b) contracts under which the amount payable by the Company is dependent on the revenue, income or similar measure of the Company or any Subsidiary other person or entity; (c) licenses, leases, contracts and other arrangements with respect to any material property of the Company, including without limitation, all real estate leases, material software licenses and material sales and supply contracts; (d) agreements, contracts or instruments to which the Company is a party relating to the borrowing of money, the capital lease or by which purchase on an installment basis of any asset, or the Company or guarantee of any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period; (b) all written management, compensation, employment or other contracts entered into with any executive officer or director of the Company or any Subsidiary of the Company; (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Companyforegoing; (e) all noncompete agreements to which contracts of the CompanyCompany with officers, any Subsidiary directors or stockholders of the Company or any affiliate thereof is a partytheir relatives or Affiliates (as used herein, "Affiliate" has the meaning ascribed to it in Rule 405 promulgated under the Securities Act of 1933, as amended (the "Securities Act")); (f) all partnership and joint venture agreementsagreements relating to securities of the Company or rights in connection therewith; (g) each contracts which place any material limitation on the method of conducting or scope of the Company's Business; (h) employment, collective bargaining, severance, consulting, deferred compensation, benefit and similar plans and agreements involving the Company; (i) contracts with sales representatives or distributors; and (j) other contract or agreement listed material contracts, instruments, commitments, plans and arrangements of the Company, including without limitation any contracts that would be required to be disclosed as an exhibit to a Registration Statement on Form S-1 under the Securities Act filed by the Company's most recent Form 10-K and 10-Q; and . All the foregoing (h) all agreements relating to material business acquisitions whether written or dispositions during the last three yearsunwritten), including any separate tax all amendments or indemnification agreementsmodifications thereto, are referred to as "Material Contracts". Except as set The Sellers have furnished to the Purchaser copies of all Material Contracts. Each Material Contract sets forth in the entire agreement and understanding between the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits and the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company parties thereto. Each Material Contract is valid, binding and in full force and effect effect, and Gemini Stock Purchase Agreement Final Version - June 3, 1998 - 8 p.m. ds1/408849-8 there is no event which has occurred or exists, which constitutes or which, with notice, the happening of any event and/or the passage of time, would constitute a material default or breach under any such contract by the Company or, to the Sellers' knowledge, any other party thereto, or would cause the acceleration of any obligation of any party thereto or give rise to any right of termination or cancellation thereof. The Sellers have no reason to believe that the parties to any Material Contract will not fulfill their obligations thereunder in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penalties.

Material Contracts. The (a) Except as set forth in Section 3.8 of the Company Disclosure Letter sets forth a complete and accurate list Schedule, as of the date of this Agreement of any of the following to which hereof, neither the Company or nor any Subsidiary is a party to or bound by any Contract in effect on the date hereof of a type described below (other than (x) the Employee Plans, if any, set forth in Section 3.18(a) of the Company is a party or Disclosure Schedule and (y) any Contracts that are, pursuant to their express terms, cancelable by which the Company without breach or penalty or any Subsidiary other financial obligation on 30 days or less notice to the counterparty and that involve payments to or from the Company during such 30-day period of $1,000 or less) (such Contracts that are required to be listed in Section 3.8 of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"Disclosure Schedule are herein referred to as the “Material Contracts”): (ai) all contractsany consulting agreement, agreements, commitments employment agreement or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month periodsimilar Contract; (bii) all written management, compensation, employment any collective bargaining arrangement or other contracts entered into Contract with any executive officer labor union or director other employee representative of a group of employees, and any such agreements currently in negotiation; (iii) any Contract for capital expenditures or the acquisition of fixed assets; (iv) any Contract for the purchase, maintenance or acquisition, or the sale or furnishing of materials, supplies, merchandise, equipment, parts or other property or services; (v) any Contract relating to the lease of personal or real property, except for maintenance or service contracts for personal property that may be construed as leases and which are not material; (vi) any Contract that restricts the right of the Company or any Subsidiary to engage in any line of the Companybusiness or compete with any Person or which contain any exclusivity, non-competition, non-solicitation or no-hire provisions; (cvii) all contracts any Contract relating to the acquisition or agreements disposition of any business or real property; (viii) any Contract under which the Company or any Subsidiary of the Company has agrees to indemnify any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; party (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than standard indemnification obligations entered into in the ordinary course of business) or to share Tax liability of any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (fix) any Contract relating to the borrowing of money, or the guaranty of another Person’s borrowing of money, including, without limitation, all partnership notes, mortgages, indentures and joint venture agreementsother obligations, guarantees of performance, agreements and instruments for or relating to any borrowing, including assumed indebtedness; (gx) each any Contract granting any Person a Lien on all or any material portion of the Assets, taken as a whole, other contract or agreement listed as an exhibit to than Permitted Liens and Liens which will be released at the Company's most recent Form 10-K and 10-Q; andClosing; (hxi) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary has granted or received a license or sublicense or under which it is obligated to pay or has the right to receive a royalty, license fee or similar payment, other than licenses and/or maintenance and support payments for commercially available software and not including any payments that might be due after renewal of any such Contract; (xii) any joint venture or partnership agreement; (xiii) any Contract (other than Contracts in respect of the Repaid Indebtedness) pursuant to which any loans, leases, goods, services, materials or supplies are provided (1) by the Shareholder Representative or an Affiliate of the Shareholder Representative to any of the Company has or the Subsidiaries or (2) by any of the Company or the Subsidiaries to the Shareholder Representative or an Affiliate of the Shareholder Representative; (xiv) any Contract that was not entered into in the ordinary course of business providing for payments to or from the Company or the Subsidiaries, or that contains or provides for an express undertaking by any of them to be responsible for consequential damages; (xv) any Contract which provides for payment by any of the Company or the Subsidiaries of sales commissions or similar payments (other than to their employees in the ordinary course of business); (xvi) any power of attorney that is currently effective and outstanding; (xvii) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by any of the Company or the Subsidiaries other than in the ordinary course of business; (xviii) each amendment, supplement, modification (whether oral or written) in respect of any Contract of the type described in subsections (i) through (xvii) of this Section 3.8(a); and (xix) any outstanding indebtednessbinding commitment to enter into any Contract of the type described in subsections (i) through (xviii) of this Section 3.8(a). (b) The Company has made available to Parent and Merger Sub a true and complete copy of each written (or, if oral, a description of each) Material Contract (including all amendments or modifications thereof). Except as set forth in Section 3.8 of the Company Disclosure Schedule, (i) each Material Contract is in full force and effect, and represents a valid and binding obligation of the Company or liability for borrowed money one of the Subsidiaries (as applicable) and, to the Company’s Knowledge, the other parties thereto, enforceable against the Company or such Subsidiary (as applicable) in accordance with its terms, except as such enforceability may be prepaid limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors rights generally and general principles of equity (regardless of whether such enforceability is considered in full without a proceeding in Law or equity); (ii) none of the Company or any prepayment penaltiesof the Subsidiaries is in material default under any Material Contract and, to the Company’s Knowledge, no other party to any Material Contract is in material default under such Material Contract; (iii) no event has occurred which (after notice or lapse of time or both) would become a default under, or would otherwise permit modification, cancellation, acceleration or termination of, any Material Contract or would result in the creation of or right to obtain any Lien upon, or any Person obtaining any right to acquire, any of the Assets or rights or interests of the Company or any of the Subsidiaries; and (iv) none of the Company or any of the Subsidiaries has received written or, to the Company’s Knowledge, oral notice from any party to a Material Contract that such party intends either to materially adversely modify, cancel or terminate such Material Contract.

Material Contracts. The Company Disclosure Letter sets forth a complete Except for the contracts and accurate list as of the date of this Agreement of any of the following to which the Company or any Subsidiary agreements described in Section 2.27 of the Company is a party or by which Disclosure Schedule (collectively, the Company or any Subsidiary of "Material Contracts"), the Company is not a party to or bound (eachby any material contract, a "COMPANY MATERIAL CONTRACT"):including without limitation: (a) all contractsany distributor, agreementssales, commitments advertising, agency or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month periodmanufacturer's representative contract; (b) all written managementany continuing contract for the purchase of materials, compensationsupplies, employment equipment or services involving in the case of any such contact more than $20,000 over the life of the contract; (c) any contract that expires or may be renewed at the option of any person other than the Company so as to expire more than one (1) year after the date of this Agreement; (d) any trust indenture, mortgage, promissory note, loan agreement or other contracts entered into contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with U.S. GAAP; (e) any executive officer or director contract for capital expenditures; (f) any contract limiting the freedom of the Company to engage in any line of business or to compete with any Subsidiary other "person" as that term is defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or, other than those entered into in the ordinary course of business, consistent with past practice, any confidentiality, secrecy or non-disclosure contract. (g) any material contract pursuant to which the Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property; (h) any contract with any affiliate of the Company; (ci) all contracts any agreement of guarantee, support, indemnification, assumption or agreements under which the Company endorsement of, or any Subsidiary similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person; (j) any contract or arrangement with any labor union or other employee organization including any works council or foreign trade union; (k) any contract or arrangement involving Intellectual Property Rights; (l) any contract containing any covenant limiting in any material respect the right of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor to engage in any Subsidiary material line of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagesbusiness, (ii) to develop, market or distribute material products or services, or (iii) to compete with any person, or granting any exclusive distribution rights with respect to a product or service material to the knowledge business of the Company, no other party thereto is in default in ; or (m) any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under contract pursuant to which the Company or any Subsidiary is a lessor of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesreal property.

Material Contracts. The Company Schedule 4.21 of the Disclosure Letter Schedules sets forth a complete each “Material Contract” of the Company or any Subsidiary, which shall mean any Contract: (i) with the Company’s top twenty customers by revenue and accurate list as of top twenty vendors by amount paid, during the twelve-month period immediately preceding the date of this Agreement Agreement; (ii) that require the Company or a Subsidiary to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions; (iii) that provides for the indemnification of any Person (except pursuant to Contracts entered into in the following Ordinary Course of Business) or the assumption of any Tax or other Liability of any Person; (iv) that relates to the acquisition or disposition 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); (v) that is a broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting, or advertising Contract; (vi) (A) between the Company or any Subsidiary and any Employee, (B) pursuant to which the Company or a Subsidiary is or may become obligated to make any severance, termination or similar payment to any Employee, or (C) pursuant to which the Company or any Subsidiary of the Company is a party or by which the Company may become obligated to make any bonus or similar payment to any Subsidiary of the Company is bound Employee (each, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments or understandings which involve other than payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month periodconstituting base salary); (bvii) all written management, compensation, employment or relating to Indebtedness (other contracts entered into with any executive officer or director of the Company or any Subsidiary of the Companythan Contracts relating to trade payables); (cviii) all contracts or agreements under which the Company or any Subsidiary has advanced or loaned any amount to any Related Party; (ix) related to the development, assignment, or license of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liabilityIntellectual Property; (dx) all bonds concerning the occupancy, management, or agreements of guarantee or indemnification in which the Company or any Subsidiary operation of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the CompanyLeased Real Property; (exi) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary leases personal property; (xii) all Contracts relating to the settlement or compromise of any Actions that were (A) entered into during the five-year period prior to the Closing Date or (B) under which the Company or any Subsidiary has any outstanding Liability or obligation; (xiii) with any Governmental Entity; (xiv) that limit or purport to limit the ability of the Company has to compete in any outstanding indebtedness, obligation line of business or liability with any Person or in any geographic area or during any period of time or contain any similar restriction; (xv) creating any joint venture or partnership between the Company or any Subsidiary and any third party or providing for borrowed money may be prepaid in full without any prepayment penaltiessharing of profits or losses by the Company or such Subsidiary with any third party; (xvi) involving the acquisition or divestiture of any business or asset by the Company or any Subsidiary; (xvii) granting powers of attorney; and (xviii) relating to any collective bargaining agreement.

Material Contracts. The Company Disclosure Letter sets forth (a) Schedule 4.9(a) contains a true, complete and accurate list as of the date of this Agreement of any of the following to which the Company written or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"): (a) all contractsoral leases, agreements, commitments indentures, notes, bonds, loans, licenses, instruments, commitments, plans, arrangements, or understandings other contracts (“Contracts”) to which involve payments or receipts by the Company or any of its Subsidiaries is a party to or bound by, including all modifications, amendments or extensions (such Contracts listed or described on Schedule 4.9(a) being collectively referred to as the “Material Contracts”), other than any Employee Benefit Plans or Leases: (i) any collective bargaining agreement or other material agreement with any labor union or other labor organization; (ii) any Contract for capital expenditures or the acquisition or construction of fixed assets requiring aggregate future payments in excess of $1,000,000 during any twelve month period250,000; (biii) all written managementany Contract relating to the acquisition of any corporation, compensationpartnership, employment limited liability company or other contracts entered into with any executive officer or director of the Company Person or any Subsidiary business enterprise or division thereof (including by merger, consolidation or acquisition, in whole or in part, of the Companyequity or other ownership interests or assets), in each case, which acquisition or divestiture was consummated on or after January 1, 2015 or under which any party thereto has any remaining liabilities or obligations; (civ) all contracts any Contract for the purchase or agreements under which sale of inventory, materials, supplies, merchandise, machinery, equipment, parts or other property or assets requiring aggregate future payments in excess of $250,000, excluding purchase orders entered into or issued in the Company or ordinary course of business; (v) any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money Contract relating to Indebtedness or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or has the right or obligation to incur secured by any such indebtedness, obligation or liabilityasset); (dvi) any Contract (A) granting any Person a Lien (other than Permitted Liens or Liens that will be released at Closing) on all bonds or agreements any part of guarantee the assets of the Company or indemnification any of its Subsidiaries or (B) related to the sale, lease, conveyance, investment, loan or other disposition of material assets of the Company or any of its Subsidiaries, other than sale of inventory in the ordinary course of business; (vii) any Contract relating to the purchase, sale or disposal of any equity interest or other securities of the Company or any of its Subsidiaries other than in connection with intercompany restructurings implemented for tax purposes; (viii) any Contract under which the Company or any Subsidiary of its Subsidiaries is (A) a lessee or sublessee of any machinery, equipment, vehicle (including fleet equipment) or other tangible personal property or (B) a lessor of any other tangible personal property, in each case requiring aggregate future payments in excess of $250,000; (ix) any Contract (A) restricting or prohibiting the Company or any of its Subsidiaries from competing, entering into or engaging in any line of business, in any geographic area, during any period of time or in any market segment, or with any Person, or (B) which limits or restricts the ability of the Company acts as suretyor any of its Subsidiaries to solicit or hire any Person; (x) any Contract relating to the formation, guarantor creation, operation, management or indemnitor with respect control of, or the ownership of or investment in, any business or enterprise, including any joint venture, strategic alliance, partnership, limited liability company or similar entity which involves the sharing of profits or losses, or relates to the ownership of, or investment in, any obligation Person; (fixed xi) any Contract under which (A) any Person has directly or contingent), other than indirectly guaranteed any such guarantees of the obligations liabilities of the Company or any Subsidiary or (B) the Company or any Subsidiary has directly or indirectly guaranteed liabilities of any other Person (in each case other than endorsements for the purposes of collection in the ordinary course of business); (xii) any Contract with any Governmental Authority providing for aggregate future payments in excess of $1,000,000 per annum; (xiii) any Contract (A) providing for the employment of any individual employee on a full time or part time basis, (B) providing for the engagement of any Person on consulting basis, (C) providing for the payment of any cash or other compensation or benefits to any Person upon the sale of the Company; , or (eD) all noncompete agreements to which the Company, prohibiting any Subsidiary Person from competing with or disclosing trade secrets or confidential information of the Company or any affiliate thereof is a partyof its Subsidiaries; (fxiv) all partnership and joint venture agreementsany Contract with any current or former officer, manager, director or Affiliate of Seller, the Company or any of its Subsidiaries; (gxv) each other contract any settlement, conciliation or similar agreement listed as an exhibit to that is currently binding on the Company's most recent Form 10-K and 10-Q; andCompany or any of its Subsidiaries; (hxvi) all agreements relating to material business acquisitions any Contract with any Material Customer or dispositions during the last three years, including Material Supplier; (xvii) any separate tax Contract or indemnification agreements. Except as set forth in series of related Contracts that the Company Disclosure Letter, (i) neither the Company nor or any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party its Subsidiaries reasonably anticipates involves aggregate payments to adversely alter or terminate any rights of the Company or any Subsidiary in excess of $1,000,000 per annum, excluding purchase orders entered into or issued in the ordinary course of business; (xviii) any Contract or series of related Contracts that either the Company or accelerate the obligations any of its Subsidiaries reasonably anticipates involves aggregate payments from the Company or any Subsidiary in excess of $1,000,000 per annum, excluding purchase orders entered into or issued in the Company under such Company Material Contract or to collect damages, ordinary course of business; (iixix) to the knowledge of the Company, no other party thereto is in default in any material respect under the Contract (A) imposing “most favored nation” pricing terms or (B) granting any exclusive rights, right of first refusal, rights of first negotiation or similar rights to any Company Material Contract, Person; and (iiixx) each Company Material any Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of its Subsidiaries is a licensee or licensor of, or otherwise receives from or grants to any Person, any rights under Intellectual Property (other than non-exclusive end user licenses of commercially-available software solely for the Company’s internal use (“Off-the-Shelf Software License”)), or any Contract otherwise affecting the ability of the Company or any of its Subsidiaries to use, enforce, assign, transfer, license, or grant any other rights under, any Intellectual Property or providing for any indemnification relating to Intellectual Property. (b) The Company has made available to Buyer true and correct copies of each written Material Contract each of which is complete in all material respects, including each material amendment and other material modification thereto. Schedule 4.9(a) provides a true, complete and correct description of the material terms of any oral Material Contract. Except as set forth on Schedule 4.9(b), each Material Contract is a valid and binding obligation of the Company or its Subsidiaries and, to the Company’s Knowledge, of each other party thereto, enforceable in accordance with its terms, subject only to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other Laws affecting the rights of creditors generally and (ii) principles of equity, whether considered at law or in equity. Except as set forth on Schedule 4.9(b), the Company and its Subsidiaries have performed all material obligations required to be performed by them prior to the date hereof under the Material Contracts and are not in material breach or default thereunder nor has any outstanding indebtednessevent occurred which, obligation individually or liability in the aggregate, with or without the giving of notice or the passage of time or both, would constitute a material breach or default, other than for borrowed money may Material Contracts for which a Company Required Consent has not been obtained. To the Company’s Knowledge, no event has occurred, that, individually or in the aggregate, with or without notice or lapse of time, or both, will, or would reasonably be prepaid expected to, (w) result in full without a violation or breach of any prepayment penaltiesof the provisions of any Material Contract, (x) give any Person the right to declare a default or exercise any remedy under any Material Contract, (y) give any Person the right to accelerate the maturity or performance of any Material Contract or (z) give any Person the right to cancel or terminate for cause any Material Contract.

Material Contracts. The (a) Except for this Agreement or exhibits to the Company SEC Documents filed prior to the date hereof, Section 4.16 of the Company Disclosure Letter sets forth contains a complete and accurate list correct list, as of the date of this Agreement, of each Contract described below in this Section 4.16(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 the Company or any Company Subsidiary or any of their respective properties or assets is subject, in each case as of the date of this Agreement (all Contracts described in this Section 4.16(a) being referred to herein as a “Material Contract”): (i) each Contract that contains any non-compete or exclusivity provisions or that otherwise limits in any respect the freedom of the Company, any of the following Company Subsidiaries or any of their respective affiliates (including Parent and its affiliates after the Effective Time) to compete or engage in any line of business or geographic region or with any Person or to negotiate or, except for provisions requiring notice or consent to assignment by the counterparty thereto, consummate any of the Transactions; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries), strategic alliance Contract; (iii) other than (A) Contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of mortgage backed securities and credit risk transfer securities entered into by the Company or the Company Subsidiaries in the ordinary course of business consistent with past practice, and (B) repurchase Contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business consistent with past practice, each merger, business combination, acquisition, purchase, sale or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $750,000; (iv) any settlement agreement or similar Contract with a Governmental Entity or Program Lender imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (v) each Contract not otherwise described in any other subsection of this Section 4.16(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $5,000,000 in the twelve (12) month period following the date hereof, excluding (A) Contracts providing for the acquisition, purchase, sale or divestiture of mortgage backed securities entered into by the Company or the Company Subsidiaries in the ordinary course of business consistent with past practice, (B) repurchase Contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets in the ordinary course of the Company’s business consistent with past practice or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements in the ordinary course of the Company’s business and consistent with past practice, and (C) Contracts entered into for bona fide hedging purposes in the ordinary course of the Company’s business consistent with past practice; (vi) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $500,000; (vii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of their respective affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (viii) each Contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $5,000,000, other than obligations in respect of repurchase agreements, “dollar roll” transactions and similar financing arrangements, in each case entered into in the ordinary course of the Company’s business and consistent with past practice; (ix) each Contract that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, other than Contracts entered into for bona fide hedging purposes in the ordinary course of the Company’s business consistent with past practice; (x) each repurchase agreement that the Company or the Company Subsidiaries have used in their business (or had any amounts outstanding under) or entered into since January 1, 2018; (xi) other than advances for reimbursable employee expenses or mortgage backed securities made, purchased or sold, or subservicing advances (including without limitation in respect of legal fees), in each case, in the ordinary course of the Company’s business consistent with past practice, each Contract that constitutes a loan to any Person (other than a wholly owned Company Subsidiary) by the Company or any Company Subsidiary in an amount in excess of $50,000; (xii) each management or similar Contract between or among the Company or any Company Subsidiary, on the one hand, and a third party manager or operator of the Company Healthcare Owned Property, on the other hand (other than any Operator Leases); (xiii) each Contract between or among the Company or any Company Subsidiary, on the one hand, and the Company Manager, or any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) or of the Company Manager, on the other hand; (xiv) any Contract that provides for the acquisition or disposition, directly or indirectly (including by merger, purchase of equity, business combination or otherwise) of any real or personal property for aggregate consideration under such Contract in excess of $750,000 that is a party pending or by pursuant to which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):its Subsidiaries have continuing “earn-out” or similar contingent obligations relating to purchase price adjustments; (axv) all contracts, agreements, commitments any Real Property Lease or understandings which involve Operator Lease that provided for payments to or receipts by the Company or any of its the Company Subsidiaries in excess of $1,000,000 during 750,000 in 2017 or provides for future payment to or by the Company or any twelve month period;of the Company Subsidiaries in the next 12 months in excess of $750,000; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.16(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) all written management, compensation, employment or other contracts entered into with any executive officer or director True and complete copies of each Material Contract in effect as of the Company date hereof has been made available to Parent or any Subsidiary of publicly filed with the Company; (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit SEC prior to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreementsdate hereof. Except as set forth in the Company Disclosure Letter, (i) neither Neither the Company nor any Company Subsidiary of the Company is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material ContractAdverse Effect. To the knowledge of the Company, which default permits as of the date hereof, no other party to adversely alter any Material Contract is in breach of or terminate default under the terms of any rights Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damageswhich is party thereto and, (ii) to the knowledge of the Company, no of each other party thereto thereto, and is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respectseffect, and (iv) all contracts or agreements under which subject to the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesEnforceability Limitations.

Material Contracts. (a) The Company Disclosure Letter sets forth has delivered or otherwise made available to Parent true, correct and complete copies of all contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company is a complete and accurate list as of party affecting the date of this Agreement obligations of any of the following party thereunder) to which the Company or any Subsidiary of the Company its subsidiaries is a party or by which any of its properties or assets are bound that are, material to the Company business, properties or any Subsidiary assets of the Company is bound (eachand its subsidiaries taken as a whole, including, without limitation, to the extent any of the following are, individually or in the aggregate, material to the business, properties or assets of the Company and its subsidiaries taken as a "COMPANY MATERIAL CONTRACT"):whole, all: (ai) employment, product design or development, personal services, consulting, non-competition, severance, golden parachute or indemnification contracts (including, without limitation, any contract to which the Company is a party involving employees of the Company); (ii) licensing, publishing, merchandising or distribution agreements; (iii) contracts granting a right of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise) entered into since January 1, 1993; (vi) contracts or agreements with any Governmental Entity; and (vii) all contractscommitments and agreements to enter into any of the foregoing (collectively, agreementstogether with any such contracts entered into in accordance with Section 4.1 hereof, commitments or understandings which involve payments or receipts by the "Contracts"). Neither the Company or nor any of its Subsidiaries in excess subsidiaries is a party to or bound by any severance, golden parachute or other agreement with any employee or consultant pursuant to which such person would be entitled to receive any additional compensation or an accelerated payment of $1,000,000 during any twelve month period;compensation as a result of the consummation of the transactions contemplated hereby. (b) all written management, compensation, employment or other contracts entered into with any executive officer or director Each of the Company or Contracts is valid and enforceable in accordance with its terms, and there is no default under any Subsidiary of the Company; (c) all contracts or agreements under which Contract so listed either by the Company or any Subsidiary of the Company has any outstanding indebtednessor, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no by any other party thereto is in thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or, to the knowledge of the Company, any other party, in any material respect under such case in which such default or event could reasonably be expected to have a Material Adverse Effect on the terms of Company. (c) No party to any Company Material Contract, (iii) each Company Material such Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which has given notice to the Company of or any Subsidiary of made a claim against the Company has with respect to any outstanding indebtednessbreach or default thereunder, obligation in any such case in which such breach or liability for borrowed money may default could reasonably be prepaid in full without any prepayment penaltiesexpected to have a Material Adverse Effect on the Company.

Material Contracts. The Company Disclosure Letter sets (a) Except as set forth a complete on Schedule 3.6(a) (all Contracts listed on Schedule 3.6(a), collectively, the “Material Contracts”) and accurate list as of the date of except for this Agreement of and except for any of the following to which the Company or any Subsidiary of the Real Property Lease, no Group Company is a party to or by which the Company bound by, nor are their properties or any Subsidiary of the Company is assets bound (eachby, a "COMPANY MATERIAL CONTRACT"):any: (ai) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month periodemployment Contract; (bii) all written managementpension, compensationprofit-sharing, employment incentive, retirement, deferred compensation or other contracts entered into with any executive officer bonus plan; 21 (iii) stock or director of the Company equity purchase plan, stock or equity option plan or any Subsidiary of the Companysimilar equity ownership plan; (civ) all contracts Contract relating to Indebtedness (whether owed by or agreements to a Group Company); (v) Contract under which any Group Company is lessee of or holds or operates any tangible personal property, owned by any other Person, except for any Contract under which the aggregate annual rental payments do not exceed $200,000; (vi) Contract under which any Group Company is lessor of or permits any Subsidiary third party to hold or operate any tangible personal property, owned or controlled by any Group Company, except for any Contract under which the annual rental payments do not exceed $200,000; (vii) partnership agreements and joint venture agreements relating to the Group Companies; (viii) Contract of the Company has indemnification or guaranty of any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price other material guaranty of property any Person, including between any Group Company and any of their officers, directors or has the right or obligation to incur any such indebtednessemployees, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent)each case, other than any such agreements or guarantees that are entered into in the ordinary course of the obligations of the Company or any Subsidiary of the Companybusiness; (eix) all noncompete agreements Contract prohibiting any Group Company from freely engaging in any material business, including restrictions on any Group Company’s ability to which the Company, any Subsidiary of the Company or any affiliate thereof is a partycompete; (fx) all partnership and joint venture agreementscollective bargaining agreement; (gxi) each other contract Contract or agreement listed as an exhibit group of related Contracts with the same party for the purchase of product, services, marketing or advertising, involving payments in excess of $200,000, except for fuel supply agreements with Dealers entered into in the ordinary course of business; (xii) Contract or group of related Contracts with the same party for the sale of products, services, marketing or advertising, under which the undelivered balance of such products or services has a sales price in excess of $200,000, except for fuel supply agreements with Dealers entered into in the ordinary course of business; (xiii) Contract evidencing or relating to any obligations of any Group Company with respect to the Company's most recent Form 10-K and 10-Q; andissuance, sale, repurchase or redemption of any equity securities; (hxiv) all agreements Contract defining the rights of stockholders or any Contract relating to material the voting of any shares of capital stock or other ownership interests; (xv) Contract that relates to the disposition or acquisition of assets or properties by any Group Company outside of the ordinary course of business, or any merger or business acquisitions or dispositions combination with respect to any Group Company, in each case, during the last three previous five (5) years; or (xvi) any other Contract that involves the expenditure, including any separate tax payment or indemnification agreements. receipt of more than $200,000 in the aggregate and is not terminable by the Company without penalty on notice of ninety (90) days or less, except for fuel supply agreements with Dealers entered into in the ordinary course of business. (b) Except as set forth on Schedule 3.6(b), each Material Contract is valid and binding on the applicable Group Company and enforceable in accordance with its terms against such Group Company and, to the Knowledge of the Company, each other party thereto (subject, in each case, to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Disclosure LetterMaterial Adverse Effect, no Group Company is in breach or violation of or default under any Material Contract, and, to the Company’s Knowledge, no other party to any Material Contract is in breach or violation of or default under any such Contract. There does not exist any event which (with or without notice, passage of time, or both) would constitute a breach, violation of or default under any Material Contract (i) neither the Company nor by any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Group Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of Company’s Knowledge, by any counterparty thereto, in each case, which breach, violation or default has had, or would reasonably be expected to have, individually or in the Companyaggregate, no other party thereto is in default in any material respect under the terms of any a Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesAdverse Effect.

Material Contracts. The (a) Section 3.14(a) of the Company Disclosure Letter Schedule sets forth a complete and accurate list forth, as of the date of this Agreement of any of agreement, the following Contracts to which the Company or any Subsidiary of the Company its Subsidiaries is a party or by which it is otherwise bound that are currently in force or pursuant to which the Company or any of its Subsidiaries currently has any outstanding obligations or Liabilities and that are included within any of the following categories (excluding any Contract that is or relates to an Employee Benefit Plan) (Contracts of the type required to be so listed on section 3.14(a) of the Company Disclosure Schedule, regardless of the date of the agreement, are referred to herein as the “Material Contracts”): (i) Contracts 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 under the Securities Act or disclosed by the Company in a Current Report on Form 8-K; (ii) Contracts with (A) any officer, director or Affiliate of the Company or any of its Subsidiaries, including indemnification agreements, that have any continuing obligations as of the date of this agreement, or (B) to the Knowledge of the Company, any beneficial owner (as defined in Rule 13d-3 of the Exchange Act) of 5% or more of the shares of Company Common Stock; (iii) Stockholder agreements, investors’ rights agreements, voting agreements, voting trusts, rights of first refusal and co-sale agreements or registration rights agreements or any Contracts with respect to the issuance, sale, transfer or other disposition of any equity or debt security of the Company or any of its Subsidiaries; (iv) Contracts that (A) provides for the authorship, invention, creation, conception or other development by the Company or any Subsidiary for any other Person, or for the Company or any Subsidiary by any other Person, of any Intellectual Property or Intellectual Property Rights (including any joint development); (B) provides for the assignment or other transfer to the Company or any Subsidiary from any other Person, or by the Company or any Subsidiary to any other Person, of any ownership interest in Intellectual Property or Technology (provided that the Company need not list all Invention Assignment Agreements entered into by employees, contractors or consultants of the Company or its Subsidiaries on forms that are materially the same as a standard form Contract made available to Parent); or (C) constitute a material Intellectual Property Contract, (excluding (1) Contracts granting customers, distributors, OEMs or resellers non-exclusive licenses to Company Products that were entered into in the Ordinary Course of Business on forms that are materially the same as a standard form Contract made available to Parent, (2) inbound Open Source Licenses, and (3) licenses for generally available off-the-shelf software that is bound (eachavailable on standard terms through commercial distributors, in consumer retail stores or through online distribution sources for a "COMPANY MATERIAL CONTRACT"):license fee of less than $75,000 annually); (av) all contractsany Company Data Contract pursuant to which any Person is authorized to use, disclose or otherwise process any material Company Data that materially deviate from any form Company Data Contract made available to Parent, excluding any Contracts entered into in the Ordinary Course of Business; (vi) Contracts of the Company or its Subsidiaries under which Company or any of its Subsidiaries grant, or is granted, any immunity, authorization, covenant not to ▇▇▇, license, sublicense or other right to practice Patents; (vii) Contracts (excluding any Contract to which Parent but not the Company or its Subsidiaries is a party) that following Closing would or would purport to require any existing or future Subsidiaries or Affiliates of the Company or its Subsidiaries, including Parent, to grant to any Person (or to be bound by): (A) any express license, right or covenant not to ▇▇▇ or (B) any exclusive rights, noncompetition rights, rights of refusal or rights of first; (viii) Contracts for the purchase and sale of any real property, Personal Property Leases and Real Property Leases; (ix) loan or credit agreements, commitments indentures, notes or understandings which involve payments other Contracts or receipts instruments evidencing indebtedness by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period; (b) all written management, compensation, employment or other contracts entered into with any executive officer Contracts or director of instruments pursuant to which indebtedness may be incurred or is guaranteed by the Company or any Subsidiary of its Subsidiaries, or any mortgages, pledges, security agreements, deeds of trust or other Contracts imposing a Lien (other than a Permitted Lien) on any of the Company’s or any of its Subsidiaries’ assets; (cx) all contracts or agreements Contracts under which the Company or any Subsidiary of its Subsidiaries has made advances or loans to any other Person, except for advances of business expenses of up to $500,000 in the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price Ordinary Course of property or has the right or obligation to incur any such indebtedness, obligation or liabilityBusiness; (dxi) all bonds Contracts relating to any single or agreements series of guarantee related capital expenditures by the Company or indemnification in any of its Subsidiaries pursuant to which the Company or any Subsidiary of its Subsidiaries has future financial obligations in excess of $1,000,000; (xii) Contracts for (A) the sale of any of the Company acts as suretybusiness, guarantor properties or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations assets of the Company or any Subsidiary of its Subsidiaries other than in the Ordinary Course of Business, (B) the grant to any Person of any preferential rights to purchase any of its properties or assets or (C) the acquisition by the Company or any of its Subsidiaries of any operating business, properties or assets, whether by merger, purchase or sale of stock or assets or otherwise (other than Contracts for the purchase of inventory or supplies entered into in the Ordinary Course of Business); (xiii) Contracts that grant to any Person other than the Company or any of its Subsidiaries any (A) exclusive license, supply, distribution or other rights, (B) “most favored nation” rights, (C) rights of first refusal, rights of first negotiation or similar rights or (D) exclusive rights to purchase any of the Company’s or its Subsidiaries’ products or services; (exiv) all noncompete agreements Contracts (other than employment-related Contracts required to which be disclosed on section 3.15(a) of the CompanyCompany Disclosure Schedule and licenses for off-the-shelf software) providing for any minimum or guaranteed payments by the Company or any of its Subsidiaries to any Person in excess of $1,000,000 annually; (xv) Contracts for joint ventures, any Subsidiary joint development, joint marketing, strategic alliances or partnerships; (xvi) Contracts that purport to (A) limit, curtail or restrict the ability of the Company or any affiliate thereof is a partyof its existing or future Subsidiaries or Affiliates, including Parent, to compete in any geographical area, market or line of business or (B) restrict the Persons to whom the Company or any of its existing or future Subsidiaries or Affiliates, including Parent, may sell products or deliver services; (fxvii) all partnership Contracts relating to the settlement of any Legal Proceeding or other administrative or judicial proceeding entered into in the three year period immediately preceding the date of this agreement (other than a separation and joint venture agreementsrelease agreement entered into with a departing employee or consultant); (gxviii) each other contract Contracts with any foreign sales agent or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; andforeign sales representative; (hxix) all agreements Any Government Contract; (xx) Any Contracts relating to material business acquisitions indebtedness and having an outstanding principal amount in excess of $1,000,000; or (xxi) Contracts between the Company or dispositions during any of its Subsidiaries and any Top Customer or Top Channel Partner. (b) Each of the last three years, including any separate tax or indemnification agreements. Except as set forth in Material Contracts listed on section 3.14(a) of the Company Disclosure LetterSchedule is in full force and effect with respect to the Company and its Subsidiaries and, to the Knowledge of the Company, each other party thereto, and is the legal, valid and binding obligation of the Company and its Subsidiaries, enforceable against the Company and its Subsidiaries in accordance with its terms and, to the Knowledge of the Company, is the legal, valid and binding obligation of each other party thereto, enforceable against such party in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general defenses and principles of equity (i) neither regardless of whether enforcement is sought in a proceeding at law or in equity). Neither the Company nor any Subsidiary of the Company its Subsidiaries is in material default or material breach under the terms of any Company Material Contract, which nor, to the Knowledge of the Company, does any condition exist that, with notice or lapse of time or both, would constitute a material default permits the other party to adversely alter or terminate any rights of material breach thereunder by the Company or any Subsidiary of its Subsidiaries. To the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge Knowledge of the Company, no other party thereto to any Material Contract is in material default in or material breach thereunder, nor, to the Knowledge of the Company, does any condition exist that with notice or lapse of time or both would constitute a material respect default or material breach by any such other party thereunder. Neither the Company nor any of its Subsidiaries has received any written, or to the Knowledge of the Company, oral notice of termination, cancellation or intent not to renew under any Material Contract or received any written or, to the Knowledge of the Company, oral notice of breach or default under any Material Contract. The Company has made available to Parent true, correct and complete copies of all written Material Contracts (or a written description of the material terms of any Company Material Contract, (iii) each Company Material Contract that is validnot written). (c) With respect to the Government Contracts: (i) Section 3.14(c)(i) of the Company Disclosure Schedule lists, binding and in full force and effect in all material respectsas of the date of this agreement, and all: (ivA) all contracts or agreements under Government Contracts pursuant to which the Company or any Subsidiary receives revenue in excess of $1,000,000 over the term of such Contract, the period of performance of which has not yet expired or terminated or for which final payment has not yet been received (the “Current Government Contracts”), (B) quotations, bids and proposals for awards of new Government Contracts made by the Company or any of its Subsidiaries for which no award has been made and for which the Company believes there is a reasonable prospect that such an award to the Company or its Subsidiaries may yet be made (“Government Contract Bids”) and (C) Government Contracts pursuant to which the Company is currently or is reasonably likely to experience cost, schedule, technical or quality problems that could result in claims against the Company (or its successors in interest) by a Governmental Authority, a prime contractor or a higher-tier subcontractor. The Company has made available to Parent true, correct and complete copies of all Current Government Contracts and Government Contract Bids, including any amendments and other modifications thereto, and has provided Parent with access to true and correct copies of all documentation related thereto requested by Parent. Each of the Current Government Contracts is in full force and effect with respect to the Company and its Subsidiaries and, to the Knowledge of the Company, each other party thereto, and is the legal, valid and binding obligation of the Company and its Subsidiaries, enforceable against the Company and its Subsidiaries 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 defenses and principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (ii) No Current Government Contract is the subject of bid or award protest proceedings and, to the Knowledge of the Company, no Government Contracts are reasonably likely to become the subject of bid or award protest proceedings. (iii) With respect to each Government Contract: (A) the Company and each of its Subsidiaries and employees has complied in all material respects with all terms and conditions of such Government Contract, including all clauses, provisions and requirements incorporated expressly, by reference therein or by operation of Law (including the notice and pricing requirements of the price reduction clause and the payment requirements of the industrial funding fee); (B) the Company and its Subsidiaries have complied in all material respects with all requirements of all Laws pertaining to such Government Contract, including all statutory and regulatory requirements and policy directives relating to Governmental Authority funding of programs involving research and development; (C) neither the Company nor its Subsidiaries has received any outstanding indebtednesswritten, or to the Knowledge of the Company, oral notice from any Governmental Authority or any prime contractor, subcontractor or other Person stating that the Company or any of its Subsidiaries has materially breached or materially violated any Law, certification, representation, clause, provision, or disclosure obligation pertaining to such Government Contract; and (D) none of the execution, delivery or liability for borrowed money may performance of this agreement and the other documents contemplated by this agreement does or will conflict with or result in a material breach of or material default under such Government Contract. (iv) The Company and its Subsidiaries (and to the Company’s Knowledge, their respective employees who hold personnel security clearances) possess all required facility security clearances to perform the Government Contracts and Government Task Orders and are in compliance with all applicable national security obligations, including those specified in the National Industrial Security Program Operating Manual, DOD 5220.22-M (February 2006), and any supplements, amendments or revised editions thereof, except to the extent any such noncompliance, individually or in the aggregate, has not had and would not reasonably be prepaid expected to have a Company Material Adverse Effect. (v) Each of the Company and its Subsidiaries is in full without compliance in all material respects with the Federal Acquisition Regulation ethical rules and suspension/debarment regulations that went into effect on December 12, 2008 and has undertaken the appropriate level of review or investigation to determine whether the Company and its Subsidiaries are required to make any prepayment penaltiesdisclosures to any Governmental Authority under such rules and regulations.

Material Contracts. The (a) Section 4.17 of the Company Disclosure Letter Memorandum sets forth a list of all Material Contracts (as hereinafter defined). The Company has heretofore made available to Parent true, correct and complete copies of all written, and accurate list as true, correct and complete summaries of the date of this Agreement of any of the following all oral, contracts, commitments and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company or any Subsidiary of its Subsidiaries is a party affecting the obligations of any party thereunder) to which the Company or any of its Subsidiaries is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company and its Subsidiaries taken as a whole, including, without limitation, to the extent any of the following are material to the business, properties or assets of the Company and its Subsidiaries taken as a whole, all: (i) employment, severance, product design or development, personal services, consulting, management, non-competition or indemnification contracts (including, without limitation, any contract to which the Company or any Subsidiary of its Subsidiaries is a party involving employees of the Company); (ii) licensing, merchandising or distribution agreements; (iii) contracts granting a right of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material properties or assets of the Company is bound (eachby merger, a "COMPANY MATERIAL CONTRACT"): purchase or sale of assets or stock or otherwise) entered into since September 30, 2001 (aother than agreements relating to the sale of inventory or the performance of services in the ordinary course); (vi) all contracts, contracts or agreements with any Governmental Entity; (vii) loan or credit agreements, commitments mortgages, indentures or understandings which involve payments other agreements or receipts instruments evidencing, indebtedness for borrowed money by the Company or any of its Subsidiaries or any such agreement pursuant to which indebtedness for borrowed money may be incurred; (viii) guaranty or security agreements in which the Company or a Subsidiary is a guarantor, co-▇▇▇▇▇▇ or possessor of a security interest related to any loan or credit agreement; (ix) agreements that purport to limit, curtail or restrict the ability of the Company or any of its Subsidiaries to compete in any geographic area or line of business; (x) contracts or agreements that would be required to be filed as an exhibit to a Form 10-K filed by the Company with the SEC on the date hereof; (xi) contracts, licenses, assignments or other agreements pursuant to which the Company or any of its Subsidiaries acquired or licensed, granted or otherwise disposed of rights in the Company Intellectual Property; (xii) all contracts which have annual expenditures or payment obligations in excess of $1,000,000 during any twelve month period; 25,000 or which have a value greater than $50,000 per year and are not terminable without penalty upon sixty (b60) calendar days' notice, including information systems or data processing agreements, employment contracts, medical services agreements, management agreements, medical equipment service or maintenance contracts, medical equipment leases, or purchase contracts and new construction, improvements, repair or maintenance contracts; (xiii) all written managementcontracts with current or former directors or officers (or family members of such directors or officers) of the Company or any of its affiliates (other than employment contracts); (xiv) all agreements with healthcare providers (other than agreements (treating for this purpose all agreements with a healthcare provider and its affiliates as one agreement) pursuant to which the Company and its Subsidiaries (A) paid or received less than $25,000 in the aggregate during the year ended September 30, compensation2001, employment or (B) expect to pay or receive less than $25,000 in the aggregate during the year ended September 30, 2002); (xv) all contracts with physicians, physicians' immediate family members or physician entities (including all entities owned directly or indirectly by physicians or their family members), including physician guarantees or recruitment agreements, physician services, equipment or facilities agreements and physician space or equipment lease agreements; (xvi) marketing and advertising agreements; (xvii) all contracts to which the Company, any Subsidiary or any of their affiliates is a party for any professional non-physician services, such as laboratories, x-ray technicians and respiratory therapists; (xviii) all ground leases under which the Company, any Subsidiary or any of their affiliates is the tenant; (xix) all other ground or space leases that involve more than 1,000 square feet of net rentable area; (xx) all equipment leases; (xxi) all contracts entered into (including participation agreements) with Governmental Entities, including CHAMPUS, Medicare and Medicaid, and managed care organizations (other than agreements (treating for this purpose all agreements with a healthcare provider and its affiliates as one agreement) pursuant to which the Company and its Subsidiaries (A) paid or received less than $25,000 in the aggregate during the year ended September 30, 2001, or (B) expect to pay or receive less than $25,000 in the aggregate during the year ended September 30, 2002); (xxii) contracts with any executive officer physician or director physician entity, any of the benefits of which are contingent, or the terms of which are affected or altered, upon the occurrence of a transaction involving the Company or any Subsidiary of the Company; nature contemplated by this Agreement or otherwise do not comply with the federal ▇▇▇▇▇ Law (c42 U.S.C. Section 1395nn); (xxiii) all contracts or agreements under which with a potential referral source to the Company or any Subsidiary Subsidiary, including, but not limited to, service contracts for marketing and advertising, that do not comply with a safe harbor to the federal Anti-Kickback Statute (42 U.S.C. Sections 1320a-7b(b)); and (xxiv) written or oral contracts, commitments and agreements to enter into any of the foregoing (collectively, the "Material Contracts"). The Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price provided to Parent each form of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor agreement it uses with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership healthcare providers and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesmanaged care organizations.

Material Contracts. The Company Liabilities. Except as may be set forth in the Disclosure Letter sets forth a complete and accurate list as Schedule, the Transaction Documents or the agreements in connection with issuance of the date of this Agreement of Series A Preference Shares (any of the following such agreement so disclosed, a “Material Contract”), there are no agreements, understandings or contracts to which the Company or any Subsidiary of the Group Company is a party or by which the it is bound, that include (i) obligations (contingent or otherwise) of, or payments to, such Group Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period; (b) all written management, compensation, employment or other contracts entered into with any executive officer or director of the Company or any Subsidiary of the Company; (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagesUS$10,000,000, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms license of any patent, copyright, trademark, trade secret or other intellectual property or proprietary right to or from such Group Company Material Contractother than (x) the license to such Group Company of generally commercially available third party products, including open source software, for a total cost of less than US$1,000,000, (y) license agreements with customers entered into in the ordinary course of business and (z) limited-term marketing and promotion agreements with third parties entered into in the ordinary course of business, (iii) each Company Material Contract is validthe grant of rights to manufacture, binding and produce, assemble, license, market, or sell its products to any other person or affect such Group Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products or services other than the grant in full force and effect in all material respectsthe ordinary course of business, and (iv) all contracts indemnification by such Group Company with respect to infringements of intellectual property or proprietary rights except for agreements under which with third parties entered into in the ordinary course of business, or (v) provisions restricting or otherwise limiting such Group Company from competing in any form in any line of business or any Subsidiary industry in the PRC. There are no liabilities of the Company has Group Companies other than liabilities (i) disclosed in, related to or arising under any outstanding indebtednessagreements, obligation instruments or liability for borrowed money may be prepaid other matters disclosed in full without any prepayment penaltiesthe Transaction Documents (including the Disclosure Schedule), (ii) incurred in the ordinary course of business, or (iii) other undisclosed liabilities that are not material to the Group Companies taken as a whole.

Material Contracts. (a) The Company has heretofore made available to Parent correct and complete copies in all material respects of all Contracts (and all amendments, modifications and supplements thereto and all side letters to which the Company or any Company Subsidiary is a party affecting the obligations of any party thereunder) to which the Company or any Company Subsidiary is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company and its subsidiaries taken as a whole, including, without limitation, all: (i) agreements relating to the development, production and distribution of television programming ("Distribution Agreements") and all Program Licenses (as defined below); (ii) partnership or joint venture agreements; (iii) agreements for the acquisition, sale or lease of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise) entered into since August 31, 1996; (iv) contracts or agreements with any Governmental Entity other than those entered into in the ordinary course of business consistent with past practice; (v) loan or credit agreements, mortgages, indentures or other agreements or instruments evidencing indebtedness of the Company or any Company Subsidiary for borrowed money or any such agreement pursuant to which indebtedness for borrowed money may be incurred; (vi) agreements that purport to limit, curtail or restrict in any material respect the ability of the Company or any Company Subsidiaries to compete in any geographic area or line of business other than those entered into in the ordinary course of business consistent with past practice under Program Licenses or Distribution Agreements; (vii) contracts or agreements that would be required to be filed as an exhibit to a Form 10-K filed by the Company with the SEC on the date hereof; and (viii) commitments and agreements to enter into any of the foregoing (collectively, the "Material Contracts"). (b) Each of the Material Contracts constitutes the valid and legally binding obligation of the Company or Company Subsidiaries, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), and is in full force and effect, except to the extent the failure to be so valid, binding or enforceable, individually or in the aggregate, would not and would not reasonably be expected to have a Company Material Adverse Effect. There is no default under any Material Contract either by the Company or, to the Company's knowledge, by any other party thereto, and, to the Company's knowledge, no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or, to the Company's knowledge, any other party, except any such default or defaults that individually or in the aggregate would not and would not reasonably be expected to have a Company Material Adverse Effect. Section 3.20(b) of the Company Disclosure Letter sets forth a complete and accurate list as of each of the date of this Material Distribution Agreements and the Distribution Agreement of any of the following pursuant to which the Company acquired "Hollywood Squares" from Orion Pictures Corporation (and its successor-in-interest to such agreement, Metro-▇▇▇▇▇▇▇-▇▇▇▇▇, Inc.), together with a list of each modification, supplement or other amendment to any Subsidiary such Distribution Agreement that materially affects the obligations of any party to any such Distribution Agreement. As of the Company is a party or by which the Company or any Subsidiary of the Company is bound (eachdate hereof, a "COMPANY MATERIAL CONTRACT"): (a) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period; (b) all written management, compensation, employment or other contracts entered into with any executive officer or director of the Company or any Subsidiary of the Company; (c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtednessreceived no written or, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (hknowledge of Company senior management listed in Section 3.20(b) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in of the Company Disclosure Letter, oral notice from any party to a Material Distribution Agreement that, solely as a result of or in connection with the execution of this Agreement or the consummation of the Merger, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company such party intends to terminate such Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damagesDistribution Agreement, (ii) such party has a right to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company terminate such Material Contract, Distribution Agreement or (iii) each Company Material Contract such party's consent is valid, binding and in full force and effect in all material respects, and required. (ivc) all contracts or agreements under which the Company or any Subsidiary Attached to Section 3.20 of the Company Disclosure Letter is a schedule dated March 22, 1999 (the "Program License Schedule") that has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid been prepared and maintained by the Company in full without any prepayment penalties.the ordinary course of business and that lists certain information regarding Program Licenses (as defined below) pursuant

Material Contracts. The Company Disclosure Letter sets (a) Except as set forth a complete on Schedule 3.6(a) (collectively, the “Material Contracts”) and accurate list as except for this Agreement, none of the date of this Agreement of Group Companies is a party to or bound by any of the following Contracts (to which the Company or extent any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"such contract remains in effect): (ai) all contractsContract for (A) the employment of any manager, agreementsofficer, commitments employee, individual consultant or understandings which involve payments or receipts by the Company or any of its Subsidiaries individual independent contractor providing for an annual base salary in excess of $1,000,000 during 200,000 per year, except for any twelve month periodsuch Contract that can be terminated by any Group Company for any or no reason without incurring severance obligations or (B) the payment of any cash or other compensation or benefits as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby; (bii) all written managementContract under which a Group Company is lessee of or holds or operates any tangible property (other than real property), compensationowned by any other Person, employment except for any such lease or other contracts entered into with any executive officer or director of agreement under which the Company or any Subsidiary of the Companyaggregate annual rental payments do not exceed $25,000; (ciii) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor Contract with respect to any obligation material Intellectual Property Rights, including license agreements, development agreements, coexistence agreements and agreements containing covenants not to sue (fixed excluding, in each case, (A) licenses for commercial off the shelf Software licensed from a third party with a replacement cost or contingent)aggregate annual fee of no more than $100,000, other than (B) non-exclusive licenses of Intellectual Property Rights granted in the Ordinary Course of Business, and (C) any Contracts between any Group Company and its employees on any of the Group Company’s standard form or any such guarantees of Contracts that are substantially the obligations of the Company or any Subsidiary of the Companysame, in all material respects, to such standard form); (eiv) all noncompete partnership agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (gv) each other Contract restricting, limiting or prohibiting any of the Group Companies from freely engaging in any business, excluding customary non-disclosure or confidentiality agreements or any agreement, contract or commitment entered into in the Ordinary Course of Business; (vi) Contract that contains any “most favored nation”, exclusivity, preferred provider or minimum commitment terms; (vii) collective bargaining agreement listed or any other Contract with any labor union, works council, or other labor organization, employee association or other bargaining representative of employees of the Group Companies (each a “Collective Bargaining Agreement”); (viii) Real Property Leases; (ix) Contract with a Material Customer or Material Vendor, in each case, other than purchase orders in the Ordinary Course of Business; (x) Contract with a Related Party; (xi) Contract relating to any Funded Indebtedness or the mortgaging, pledging or otherwise placing of a Lien on any asset or group of assets of the Group Companies; (xii) surety bond or performance bond or similar instrument or indemnity or other agreement governing any surety bond or performance bond or similar instrument; (xiii) Contract which involves the sale, issuance, repurchase or registration of the Shares; (xiv) Contract granting any Person an option or a first refusal or similar preferential right to purchase or acquire any material asset of any of the Group Companies; (xv) settlement Contract with respect to any Action (A) with any Governmental Entity or (B) where any of the Group Companies has any material Liability after the Closing pursuant to such settlement Contract or Proceeding; or (xvi) commitment or arrangement to enter into any of the foregoing. (b) Except as an exhibit set forth on Schedule 3.6(b), each Material Contract is valid and binding on the Group Company which is a party to it and enforceable in accordance with its terms against such Group Company and, to the Company's most recent Form 10-K ’s knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and 10-Q; and (h) all agreements relating subject to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreementsgeneral principles of equity). Except as set forth in the Company Disclosure Letteron Schedule 3.6(b), (i) neither the Company nor any Subsidiary none of the Company is in default under the terms of any Company Material ContractGroup Companies and, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company’s knowledge, no other party thereto thereto, is in default or breach in any material respect of its obligations under any Material Contract. No event has occurred which (with the passage of time or the giving or notice or both) would reasonably be expected to result in a default or breach by any Group Company under any Material Contract. No Group Company has received any written notice that any other party to a Material Contract intends not to renew, or to breach, cancel, terminate or renegotiate the existing terms of any Company Material Contract. No Group Company has, within the twelve (iii12) each Company months prior to the Closing, received any written notice from any other party to any Material Contract is validthat such other party intends to increase the cost to such Group Company for the goods, binding and services or rights delivered or provided to such Group Company other than as provided for in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the such Material Contract. The Company has any outstanding indebtednessmade available to Buyer a true, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiescorrect and complete copy of each Material Contract.

Material Contracts. The Company Disclosure Letter sets forth a complete and accurate list Except as listed in Section 5.15 of the date of this Agreement of any of the following to which ------------------ Company and Shareholder Disclosure Memorandum or otherwise reflected in the Company or any Subsidiary Financial Statements, none of the Company Entities, nor any of their respective Assets, businesses, or operations, is a party to, or by which the Company or any Subsidiary of the Company is bound by, or receives benefits under, (eachi) any employment, a "COMPANY MATERIAL CONTRACT"): (a) all contractsseverance, agreementstermination, commitments consulting, or understandings which involve retirement Contract providing for aggregate payments or receipts by the Company or to any of its Subsidiaries Person in any calendar year in excess of $1,000,000 during 50,000, (ii) any twelve month period; Contract relating to the borrowing of money by any Company Entity or the guarantee by any Company Entity of any such obligation (bother than Contracts evidencing trade payables and Contracts relating to borrowings or guarantees made in the ordinary course of Company's business), (iii) all written managementany Contract which prohibits or restricts any Company Entity from engaging in any business activities in any geographic area, compensationline of business or otherwise in competition with any other Person, employment (iv) any Contract with, between or among Company Entities, or any Affiliate thereof, (v) any Contract involving Intellectual Property used by any Company Entity in the course of its business (other than Contracts entered into in the ordinary course with customers, and other than "shrink-wrap" software licenses), (vi) any Contract relating to the provision of data processing, network communication, or other contracts technical services to or by any Company Entity requiring payments by Company in excess of $50,000 in any calendar year, (vii) any written Contract relating to the purchase or sale of any goods or services (other than Contracts entered into in the ordinary course of Company's business or involving annual payments under any individual Contract not in excess of $100,000), and (viii) any oral Contract relating to the purchase or sale of any goods or services (other than Contracts entered into in the ordinary course of Company's business or involving annual payments under any individual Contract not in excess of $50,000) (together with any executive officer or director all Contracts referred to in Section 5.14(a), the "Company Contracts"). With respect to each Company Contract and except as disclosed in Section 5.15 of the Company and Shareholder Disclosure Memorandum: (i) the Contract is in full force and effect; (ii) no Company Entity is in Material Default thereunder; (iii) no Company Entity has repudiated or waived any Subsidiary Material provision of such Contract; and (iv) no other party to any such Contract is, to the Knowledge of Company; (c) all contracts or agreements under which the Company or , in Default in any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property Material respect or has the right repudiated or obligation to incur waived any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreementsMaterial provision thereunder. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary Section 5.15 of the Company is in default under and Shareholder Disclosure Memorandum, all of the terms indebtedness of any Company Material Contract, which default permits the other party to adversely alter or terminate Entity under any rights of the Company or Contract for money borrowed is prepayable at any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under time by such Company Material Contract Entity without penalty or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiespremium.

Material Contracts. The (a) Set forth in Section 3.18(a) of the Company Disclosure Letter sets forth Schedule and/or the Company’s SEC Filings, is a complete list of all contracts and accurate list as of the date of this Agreement of any of the following agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company or any Subsidiary of its Subsidiaries is a party affecting the obligations of any party thereunder) to which the Company or any of its Subsidiaries is a party or by which any of its assets or properties are bound that are material to the business, assets or properties of the Company and its Subsidiaries taken as a whole, including, to the extent any of the following are, individually or in the aggregate, material to the business, assets or properties of the Company and its Subsidiaries taken as a whole, all: (i) employment, severance, product design or development, personal services, consulting, non-competition or indemnification contracts (including, any contract to which the Company or any Subsidiary of its Subsidiaries is a party involving employees of the Company), but excluding normal indemnification provisions under license or sale contracts; (ii) licensing, merchandising or distribution agreements involving the payment of more than $50,000 per year; (iii) contracts granting a right of first refusal or first negotiation involving in excess of $50,000; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material assets or properties of the Company is bound (eachby merger, a "COMPANY MATERIAL CONTRACT"): purchase or sale of assets or stock or otherwise) entered into since December 31, 2003; (avi) all contracts, contracts or agreements with any Governmental Entity involving the payment of more than $50,000 per year; (vii) loan or credit agreements, commitments mortgages, indentures or understandings which involve payments other agreements or receipts instruments evidencing indebtedness for borrowed money by the Company or any of its Subsidiaries or any such agreement pursuant to which indebtedness for borrowed money may be incurred, in each case involving in excess of $1,000,000 during any twelve month period; 50,000; (bviii) all written managementagreements that purport to limit, compensation, employment curtail or other contracts entered into with any executive officer or director restrict the ability of the Company or any Subsidiary of its Subsidiaries to compete in any geographic area or line of business; (ix) assembly (packaging), testing, or supply agreements, in each case, involving in excess of $50,000; and (x) commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 5.1, the “Company Material Contracts”). Section 3.18 of the Company Disclosure Schedule sets forth a list of all Company Material Contracts and the Company has heretofore made available to Parent true, correct, and complete copies of all such Company Material Contracts. (b) To the Company;’s Knowledge, each of the Company Material Contracts constitutes the valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms, and is in full force and effect. There is no material default under any Company Material Contract either by the Company (or its Subsidiaries) or, to the Company’s Knowledge, by any other party thereto, and no event has occurred that with the giving of notice, the lapse of time, or both would constitute a default thereunder by the Company (or its Subsidiaries) or, to the Company’s Knowledge, any other party. As of the date hereof, no party has notified the Company in writing that it intends to terminate or fail to extend its contract with the Company within one year of the date of the Agreement, except for any such termination or failure as would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (c) all contracts or agreements under which No party to any such Company Material Contract has given notice to the Company of or any Subsidiary of made a claim against the Company has in respect of any outstanding indebtedness, obligation material breach or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability;default thereunder. (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in Section 3.18(d) of the Company Disclosure LetterSchedule, (i) neither no consent of any third party is required under any Company Material Contract as a result of or in connection with, and the Company nor any Subsidiary of the Company is in default under the terms enforceability of any Company Material ContractContract will not be affected in any manner by, which default permits the other party to adversely alter execution, delivery, and performance of this Agreement or terminate any rights the consummation of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiestransactions contemplated hereby.

Material Contracts. The (a) Except as set forth on Company Disclosure Letter sets forth Schedule 4.11, neither the Company nor any of its Subsidiaries is a complete and accurate list as of the date of this Agreement of party to or bound by any of the following agreements: (A) any lease or sublease: (1) of personal property providing for aggregate rentals of $75,000 or more annually; or (2) of real property; or (B) any contract or option to purchase or sell any real or personal property exceeding $75,000; (ii) any agreement or series of related agreements for the purchase, sale, receipt, lease or use of materials, supplies, goods, services, equipment or other assets providing for aggregate payments by or to the Company or any of its Subsidiaries exceeding $75,000; (iii) any partnership, joint venture, limited liability company, shareholder, investor rights or other similar agreement or arrangement; (iv) any agreement or series of related agreements exceeding $75,000 relating to the acquisition or disposition of the securities of any Person, any business or assets except in the ordinary course of business consistent with past practice (in each case, whether by merger, sale of stock, sale of assets or otherwise); (v) any contract with a Governmental Authority; (vi) any contract pursuant to which the Company or any Subsidiary of its Subsidiaries grants or makes available, or is granted or receives, any license, or other right with respect to any material Intellectual Property in each case that is reasonably necessary to operate the Company or the Bank in the ordinary course of business consistent with safe and sound banking practices (other than non-exclusive licenses to commercially available software); (vii) any agreement relating to Indebtedness of more than $75,000 of the Company is a party or by any of its Subsidiaries (other than deposit agreements: (A) entered into in the ordinary course of business consistent with safe and sound banking practices and on the same terms as those contained in Bank’s standard deposit agreement; and (B) evidencing deposit liabilities of Bank); (viii) any agreement relating to any interest rate, currency or commodity derivatives or hedging transaction; (ix) any participation, loan purchase or similar agreement pursuant to which the Company or any Subsidiary of its Subsidiaries has: (A) acquired an interest in Indebtedness of any third party; or (B) sold an interest in Indebtedness of any third party; (x) any agreement (including any keepwell agreement) under which: (A) any Person has directly or indirectly guaranteed any liabilities or obligations of the Company is bound or any of its Subsidiaries; or (eachB) the Company or any of its Subsidiaries has, directly or indirectly, guaranteed any liabilities or obligations of any other Person (other than letters of credit entered into in the ordinary course of business consistent with past practices with the same terms as those set forth in Bank’s standard loan agreement); (xi) any agreement that: (A) limits the freedom of the Company or any of its Subsidiaries to compete in any line of business or with any Person or in any area or which would so limit the freedom (including the ability to solicit customers, or the manner or localities in which business can be conducted) of Continuing Company, Bank, Guaranty Bank or any of their Affiliates after the Effective Time; (B) contains exclusivity or “most favored nation” or other similar obligations or restrictions binding on the Company or Bank or that would be binding on Continuing Company, Bank, Guaranty Bank or any of their Affiliates after the Effective Time; or (C) contains a right of first refusal, a "COMPANY MATERIAL CONTRACT"):right of first offer or a similar obligation or restriction binding on the Company or Bank or that would be binding on Continuing Company, Bank, Guaranty Bank or any of their Affiliates after the Effective Time; (axii) all contractsany agreement with an Affiliate of the Company or of any of its Subsidiaries other than Loans in the ordinary course of business; (xiii) (A) any employment, agreementsconsultancy, commitments deferred compensation, retention, bonus, severance, retirement or understandings other similar agreement or arrangement (including any amendment to any such existing agreement or arrangement); or (B) any agreement relating to bank-owned life insurance, in each case with any director, officer, employee or independent contractor of or consultant to, or shareholder of, the Company or any of its Subsidiaries (other than any Employee Plan disclosed on Company Schedule 4.30(a)); (xiv) any agreement, commitment or arrangement the costs of which involve payments or receipts are Transaction Expenses; (xv) any collective bargaining agreement with any labor union; (xvi) any contract exceeding $75,000 related to the borrowing of money by the Company or any of its Subsidiaries in excess Subsidiaries; (xvii) any data processing services contract (other than shrink-wrap or similar form software license agreements with respect to off-the-shelf computer software) that may not be terminated without payment or penalty exceeding $75,000 upon notice of $1,000,000 during 30 days or less; or (xviii) any twelve month period;other contract set forth on Company Schedule 4.11. (b) all written management, compensation, employment Each contract disclosed or other contracts entered into with any executive officer or director required to be disclosed pursuant to this Section 4.11 is referred to as a “Material Contract”. Each Material Contract is: (i) a valid and binding agreement of the Company or any its Subsidiary and of each other party thereto; and (ii) in full force and effect. With respect to each Material Contract, no notice to terminate, in whole or part, has been served (nor, to the Knowledge of the Company; (c) all contracts or agreements under which the Company or , has there been any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur indication that any such indebtedness, obligation or liability; (d) notice of termination will be served). The Company and each of its Subsidiaries have performed all bonds or agreements material obligations required to be performed by it to date under each Material Contract; none of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company; (e) all noncompete agreements to which the Company, any Subsidiary of the Company Company’s Subsidiaries or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company party thereto is in material default or breach under the terms of any Company such Material Contract; and no event or circumstance has occurred that, which with notice or lapse of time or both, would constitute any material event of default permits the other party to adversely alter or terminate any rights thereunder. The Company has provided Guaranty with true and complete copies of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company each Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding including all modifications and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiesamendments thereto).

Material Contracts. The (a) Section 3.13(a) of the Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of any each of the following Contracts to which the Company or any Subsidiary of the Company is a party or by otherwise bound (any Contract of a nature described below (whether or not set forth on the Company Disclosure Letter) to which the Company is a party or any Subsidiary of otherwise bound, being referred to herein as a “Material Contract” and, collectively, as the Company is bound (each, a "COMPANY MATERIAL CONTRACT"“Material Contracts”): (ai) all contractsany Contract with an employee or individual consultant, agreementscontractor, commitments or understandings which involve payments salesperson (other than “at-will” employment agreements entered into in the ordinary course of business that do not provide for severance, termination, bonus or receipts by the Company change of control payments, vesting acceleration provisions or any of its Subsidiaries notice period upon termination) or any Contract to grant any bonus, severance or termination pay (in excess of $1,000,000 during cash or otherwise) to any twelve month periodemployee, or any contractor, consulting, salesperson or sales Contract; (bii) all written managementany Contract or plan, compensationincluding any stock option plan, employment stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, and any Contract relating to the sale, issuance, grant, exercise, award, purchase or redemption of any shares of Company Capital Stock or any other contracts entered into with any executive officer or director securities of the Company or any Subsidiary options, warrants, convertible notes or other rights to purchase or otherwise acquire any such shares of stock, other securities or options, warrants, or other rights therefore, except for the Plan; (iii) any fidelity or surety bond or completion bond; (iv) any lease of personal property having a value in excess of $10,000 individually or $25,000 in the aggregate; (v) any Contract to provide indemnification or any guaranty; (vi) any Contract relating to capital expenditures and involving payments from and after the date hereof in excess of $10,000 individually or $25,000 in the aggregate; (vii) any Contract relating to the disposition or acquisition of material assets or any interest in any business enterprise outside the ordinary course of the Company’s business; (viii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ix) any Contract (including any purchase order) for the purchase of materials involving in excess of $10,000 individually or $25,000 in the aggregate; (x) any construction Contracts; (xi) any Contracts that contain “most favored nation” or preferred pricing provisions or that give any rights of first or last offer, negotiation or refusal, any Person; (xii) any Contract (i) under which the Company is restricted from selling, licensing, manufacturing or otherwise using or distributing any Company Intellectual Property or Company Products, (ii) under which the Company is restricted from exercising any Intellectual Property Rights, or (iii) limiting the freedom of the Company to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to purchase or otherwise obtain any services, Software, or other Technology; (xiii) any Contract under which the Company is restricted from soliciting or hiring, directly or indirectly, any employee or consultant of another Person; (xiv) all licenses, sublicenses and other Contracts pursuant to which the Company has agreed to any restriction on the right of the Company to use or enforce any Company Intellectual Property or pursuant to which the Company agrees to encumber, transfer or sell rights in or with respect to any Company Intellectual Property; (xv) any Contract, other than with employees of the Company, providing for the development of any Software or other Technology, independently or jointly, by or for the Company; (xvi) any dealer, distribution, joint marketing, strategic alliance, affiliate agreement or similar Contract; (xvii) any Contract providing for the establishment or operation of a joint venture or similar arrangement with one or more Persons; (xviii) any Contract to alter the Company’s interest in any Subsidiary, corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (xix) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, independent software vendor, or other Contract for use or distribution of the Company Products or Company Technology; (xx) any nondisclosure, confidentiality or similar Contract, other than those entered into with any actual or prospective customer, distributor, or vendor in the ordinary course of business consistent with past practices; (xxi) any Contracts terminable by the counterparty thereto upon an assignment or change in control of the Company or requiring notification to counterparties in the event of assignment or change in control of the Company; (cxxii) all contracts any Contract pursuant to which any exclusive licenses or agreements under which rights, or any covenants not to ▇▇▇ or non-assertion provisions, in or to the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of Intellectual Property are granted by the Company; (exxiii) all noncompete agreements any Contract required to which the Company, any Subsidiary be disclosed in Section 3.12(a) of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter; (xxiv) any Contract pursuant to which any exclusive licenses or rights to Intellectual Property Rights are granted to the Company; (xxv) other than nondisclosure and confidentiality Contracts, (i) neither all licenses, sublicenses and other Contracts to which the Company nor is a party and pursuant to which the Company acquired or is authorized to use any Subsidiary Technology or Intellectual Property Rights of a third party, other than Open Source Software (and excluding non-exclusive licenses to Intellectual Property Rights owned by third parties granted to the Company in the ordinary course of business, where the license is merely incidental to the transaction contemplated in such Contract, the commercial purpose of which is something other than such license, such as a sales or marketing Contract that includes an incidental license to use the third party’s Trademarks in advertising and selling the third party’s products or otherwise performing under such Contract); provided, however, that although licenses and other Contracts to which the Company is a party and pursuant to which the Company is authorized to use any Shrink Wrap Code are Material Contracts, the Company is not required to list such licenses and other Contracts in Section 3.13(a)(xxv) of the Company is in default under the terms of Disclosure Letter; (xxvi) any Company Material Contract, which default permits the Contract (other party to adversely alter than nondisclosure and confidentiality Contracts) with a Top Supplier or terminate a Customer; (xxvii) any rights of the Company settlement or litigation “standstill” agreement; (xxviii) any Subsidiary of the Company or accelerate the Lease Agreement; or (xxix) any Contract that involves obligations of the Company of $10,000 individually or any Subsidiary $25,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days, other than customer purchase orders arising in the ordinary course of business to the Company under such Company extent that the purchase or sale provided for therein has been performed on or prior to the date of this Agreement. (b) Each Material Contract or to collect damages, (ii) to the knowledge is a valid and binding agreement of the Company, no enforceable against the Company and, to the Knowledge of the Company, each other party thereto in accordance with its terms, and is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect with respect to the Company and, to the Knowledge of the Company, any other party thereto. The Company is in all material respectscompliance with and has not breached, and (iv) all contracts violated or agreements under which defaulted under, or received written notice that they have breached, violated or defaulted under, any of the terms or conditions of any Contract, nor to the Knowledge of the Company is any party obligated to the Company pursuant to any Contract subject to any breach, violation or default thereunder, nor does the Company have Knowledge of any event that with the lapse of time, giving of notice or both would constitute such a breach, violation or default by the Company or any Subsidiary such other party. To the Knowledge of the Company, there are no facts or circumstances that would reasonably be expected to result in a violation of, in any material respect, any provision of, or the failure to perform any act which, with or without notice, lapse of time or both, would constitute a material breach of, a default or an event of default under the provisions of any Material Contract by the Company has or any outstanding indebtednessother Person. There are no pending or, obligation to the Knowledge of the Company, threatened disputes or liability for borrowed money may be prepaid in full without disagreements with respect to any prepayment penaltiesMaterial Contract to which the Company is a party or any of its properties or assets (whether tangible or intangible) is subject.

Material Contracts. The Company Disclosure Letter sets forth (a) Schedule 3.17 contains a complete and accurate list as of all of the date of this Agreement of any material contracts of the following Company which shall consist of all agreements, leases, licenses, or contracts to which the Company or any Subsidiary of is a party, under which the Company is a party may become subject to any obligation or liability, or by which the Company or any Subsidiary of its assets may become bound (collectively, the “Material Contracts”) that satisfy any of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):following: (a1) all contracts, agreements, commitments each agreement or understandings which involve payments contract that involves performance of services or receipts delivery of goods or materials by the Company in an amount or any of its Subsidiaries for a value in excess of $1,000,000 during any twelve month period50,000 per year; (b2) all written managementeach agreement or contract that was not entered into in the Ordinary Course of Business; (3) each lease, compensationrental or occupancy agreement, employment license, installment and conditional sale agreement, and other agreement or contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other contracts entered into 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 $50,000 and with any executive officer terms of less than one year); (4) each licensing agreement or director other agreement or contract with respect to technology, operating or accounting systems, patents, trademarks, copyrights, or other Intellectual Property (regardless of whether the Company is the licensee or licensor thereunder), including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any Subsidiary Intellectual Property assets of the Company; (c5) all contracts each collective bargaining agreement or agreements under which the Company other agreement or contract with any Subsidiary labor union or other employee representative of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price a group of property or has the right or obligation to incur any such indebtedness, obligation or liabilityemployees; (d6) all bonds each joint venture, partnership, and other agreement or agreements contract (however named) involving a sharing of guarantee profits, losses, costs, or indemnification in which liabilities by the Company with any other Person; (7) each agreement, contract or understanding containing covenants that in any Subsidiary of way purport to restrict the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary business activity of the Company; (e8) each agreement or contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods or services; (9) all noncompete agreements each agreement or contract for capital expenditures in excess of $50,000; (10) each written warranty, guaranty, and or other similar undertaking with respect to which contractual performance extended by the CompanyCompany other than in the Ordinary Course of Business; (11) each employment contract, any Subsidiary consulting contract, or severance agreement, including contracts (A) to employ or terminate officers or other personnel and other contracts with present or former officers or directors of the Company or (B) that will result in the payment by, or the creation of, any affiliate thereof is Liability of the Company, the Shareholders, or the Purchaser to pay any severance, termination, “golden parachute,” or other similar payments to any present or former personnel following termination of employment or otherwise as a partyresult of the consummation of the transactions contemplated by this Agreement; (f12) all partnership and joint venture agreementseach agreement or contract with a Related Person; (g13) each any other agreement or contract expected to have a Material Adverse Effect on the Company Business or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h14) all agreements relating each material amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Accurate and complete copies of each Material Contract listed on Schedule 3.17 have been made available to material business acquisitions or dispositions during the last three yearsPurchaser, including any separate tax or indemnification agreementsat Purchaser’s request, prior to the date hereof. Except as set forth on Schedule 3.17, all of the Material Contracts are valid, binding and enforceable against the respective parties thereto in the Company Disclosure Letter, (i) neither accordance with their respective terms. Neither the Company nor any Subsidiary of the Company other party is in default or in arrears under the terms of any Company Material ContractContract no condition exists or event has occurred which, which with the giving of notice or lapse of time or both, would constitute a default permits thereunder, and the other consummation of the transactions contemplated by and in this Agreement shall not constitute a default thereunder. To this end, the Shareholders represent and warrant that no written consent of the transactions contemplated by and in this Agreement by a party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company a Material Contract is validrequired prior to Closing in order for such Material Contract to remain, binding and after Closing, in full force and effect and not subject to default. The Shareholders have no reason to believe that the products or services called for by any executory Material Contract cannot be supplied in all material respectsaccordance with the terms of such Material Contract, and the Shareholders have no reason to believe that any unfinished Material Contract will, upon performance by the Company, result in a loss by the Company. The Company has not committed any act, and there has been no omission that may result in, and there has been no occurrence that may give rise to, Liability for breach of warranty (ivwhether or not covered by insurance) all contracts or agreements under which on the Company or any Subsidiary part of the Company has any outstanding indebtedness, obligation with respect to services rendered or liability for borrowed money may be prepaid in full without any prepayment penaltiesproducts sold by the Company.

Material Contracts. The Company (a) Section 4.12(a) of the Disclosure Letter Schedule sets forth a true and complete list of, and accurate list as of the date of this Agreement of any Company has made available to Purchaser true and complete copies of, each of the following Contracts to which the Company or any Subsidiary of the Company is a party (each a “Material Contract”) and neither the Company nor any of its Subsidiaries has entered into any other agreement, oral or by written, the purpose or the effect of which would be identical or similar to those listed below and which is not disclosed in Section 4.12(a) of the Disclosure Schedule: (i) Contracts that were not entered into in the ordinary course of business or pursuant to which the Company or any Subsidiary is obligated to pay amounts in excess of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):US$100,000 in any twelve-month period; (aii) all contracts, agreements, commitments or understandings which involve payments or receipts Contracts that provide for performance of services by the Company or any of its Subsidiaries of an amount or value in excess of $1,000,000 during US$100,000 in any twelve twelve-month period; (biii) all written managementpartnership or joint-venture Contracts or any other similar arrangement that involves a sharing of profits or revenue with other Persons; (iv) loan agreements, compensationindentures, employment letters of credit, mortgages, security agreements, pledge agreements, deeds of trust, bonds, notes, guarantees and other agreements and instruments relating to the borrowing of money or obtaining of or extension of credit pursuant to which the Company or any of its Subsidiaries is an obligor or guarantor; (v) any license or other contracts Contracts relating to Intellectual Property licensed, disclosed, or otherwise made available by any Person to the Company or any or its Subsidiaries (“Inbound License Agreements”), any license or other Contracts relating to Intellectual Property licensed, disclosed or otherwise made available by Company or any of its Subsidiaries to any Person (“Outbound License Agreements”) or any other Contract limiting or restricting the use by Company or its Subsidiaries of any Intellectual Property Rights; (vi) Contracts for the employment of any individual on a full-time, part-time, consulting or other basis providing annual compensation in excess of US$100,000 or providing severance benefits in excess of those provided by Requirements of Law or by any collective agreement applicable to such individual; (vii) collective bargaining agreements (conventions collectives) that are applicable to employees of the Company or its Subsidiaries; (viii) any profit-sharing, stock option, stock purchase, stock appreciation, deferred compensation other than quarterly bonuses and commissions, severance or other material plan or arrangement for the benefit of the Company’s or Subsidiaries’ current or former directors, officers or employees; (ix) Contracts relating to the lease of real property used or operated by the Company or its Subsidiaries; (x) Contracts entered into with any executive director, officer (mandataire social) or director Key Executive of the Company or a Subsidiary or with any Affiliate of a Seller (other than the Company and its Subsidiaries); (xi) Contracts that contain any exclusivity provision or a provision or covenant materially prohibiting, impairing, limiting or restricting, or purporting to materially prohibit, impair, limit or restrict, the ability of the Company or any Subsidiary of its Subsidiaries to (i) sell or license any products or services to any other person in any material respect (other than ordinary restrictions in Intellectual Property license agreements), (ii) engage in any line of business, or (iii) compete with or obtain products or services from any person or limiting the Companyability of any person to provide products or services to the Company or any of its Subsidiaries; (cxii) Contracts which are material to the conduct of the business and operations of the Company and its Subsidiaries taken as a whole (as such business and operations are currently conducted) and which cannot be terminated, either at all contracts or agreements without payment of a fee in excess of US$50,000, by the Company or its Subsidiaries, as the case may be, with less than six (6) months advance notice; (xiii) Contracts under which the consequence of a default or termination would be material to the business, financial condition, assets, operations or results of operations of the Company and its Subsidiaries taken as a whole; (xiv) Contracts pursuant to which the Company or any Subsidiary of its Subsidiaries has any continuing indemnity or similar obligations or undertakings to any third parties in respect of the Company has sale of any outstanding indebtednesscompany or other entity or business, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation pursuant to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of its Subsidiaries is the beneficiary of any continuing indemnity or similar obligations or undertakings from any third parties in respect of the acquisition of any entity or business; (xv) Contracts pursuant to which the Company acts or a Subsidiary has granted a power of attorney or similar authority or has obligations or liabilities as guarantor, surety, guarantor co-signer, endorser or indemnitor otherwise in respect of the obligations of any Person; (xvi) Contracts under which the consummation of the Transactions would constitute a breach or a default or an event of acceleration or would give the other contracting party the right to terminate, accelerate, renegotiate or amend such contracts; (xvii) all non-disclosure or confidentiality agreements (other than standard confidentiality agreements or provisions set forth in Contracts entered into the ordinary course of business or in Material Contracts disclosed pursuant to this Section 4.12(a)); and (xviii) each written amendment, supplement, and modification with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company;foregoing. (eb) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and (h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Each Material Contract is valid, binding and in full force and effect and (except as expressly contemplated herein) will be in all material respectsfull force and effect on identical terms immediately upon the consummation of the Transactions. Neither the Company nor any of its Subsidiaries, or, to the Knowledge of Company Managers, any other party thereto, is in breach of or default under any Material Contract, and (iv) all contracts no event has occurred and no condition exists which, with the lapse of time, the giving of notice, or agreements both, would become a breach or default or permit termination, modification or acceleration under which any Material Contract. Neither the Company nor any of its Subsidiaries has since January 1, 2014 released or waived any material right or benefit under any Material Contract. No obligation that remains under any Contract cannot be fulfilled by the Company or its Subsidiaries and, to the Knowledge of Company Managers, no party to any Subsidiary of the Company has any outstanding indebtednessMaterial Contract intends to cancel, obligation terminate, or liability for borrowed money may be prepaid in full without any prepayment penaltiesrefuse such Contract.

Material Contracts. (a) The Company Disclosure Letter sets forth a attached hereto lists, and the Company has made available to Purchaser, true and complete and accurate list as copies of all material contracts or other obligations (the date of this Agreement of any of the following “Material Contracts”) to which the Company or any Subsidiary member of the Company Group is a party or by which it is bound, including those of the Company following types: (i) Employment agreements and any other contracts with or loans to any Subsidiary of the Company is bound (eachGroup’s stockholders, a "COMPANY MATERIAL CONTRACT"):officers, directors, employees, consultants, distributors or sales representatives; (aii) all Any Benefit Plans, except for Benefit Plans where such Plans are maintained by any member of a Company Group that will not give rise to a Material Adverse Effect on the Company Group; (iii) Any material contracts with customers; (iv) Any deeds of trust, mortgages, conditional sales contracts, security agreements, commitments pledge agreements, trust receipts, or understandings which involve payments any other agreements or receipts by arrangements whereby any assets of the Company Group are subject to a lien, encumbrance, charge or other restriction; (v) Any loan agreements, letters of credit or lines of credit; (vi) Any contracts restricting any member of its Subsidiaries the Company Group from doing business or competing in any area; (vii) Purchase orders issued or received and any contracts, in each case, calling for aggregate payments in excess of $1,000,000 during any twelve month period100,000; (bviii) all written managementAny joint venture, compensationpartnership, employment limited liability company or other contracts entered into with any executive officer or director of the Company or any Subsidiary of the Companylimited partnership agreement; (cix) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability; (d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such Any guarantees of the obligations of any other party (including other members of the Company or any Subsidiary Group) except those resulting from the endorsement of the Companycustomer checks deposited for collection; (ex) all noncompete agreements to Any other contracts which the Company, any Subsidiary of may have a material impact on the Company Group’s assets, results of operations or any affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Qfinancial condition; and (hxi) all agreements relating Any commitment to enter into any of the foregoing. In the case of each Material Contract, the member of the Company Group party thereto has not received notice of any default under any such contracts, obligations or commitments, and is not in default under, and no event has occurred which with notice or the lapse of time or both would constitute a material business acquisitions default or dispositions during violation of, any such contracts, obligations or commitments. To the last three yearsknowledge of the Company, including any separate tax or indemnification agreementsno other party to each Material Contract is in default. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor no consent is required under any Subsidiary of the Company is Material Contracts in default under connection with the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money may be prepaid in full without any prepayment penaltiestransactions contemplated by this Agreement.