Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except (i) as filed as exhibits set forth in Schedule 3.10 and after giving effect to the Company SEC DocumentsRestructuring Transactions, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as none of the date hereof, neither the Company nor any Subsidiary of the Company ELN Companies is a party to or is otherwise bound by any Contractof the following Contracts relating to the Business (collectively, the “Material Contracts”), other than the CCC Agreement, which shall be of no further effect with regards to the Purchased ELN Companies as of the Closing: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) any lease or sublease of Regulation S-K of the Exchange Act)real property; (ii) that is with the ten (10) largest customers any lease or sublease of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements personal property providing for annual payments in excess of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)$50,000; (iii) that is with any Contract for the ten purchase of goods, services, materials, supplies or equipment providing for either (10A) largest vendors annual payments in excess of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 $100,000 or (as determined based on cost B) aggregate payments in excess of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company)$250,000; (iv) that is a Government Contractany distribution, sales, advertising or agency Contract providing for either (A) annual payments to or by an ELN Company in excess of $100,000 or (B) aggregate payments to or by an ELN Company in excess of $250,000; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000any Contract granting any Person “most favoured nation” status or “exclusivity” or similar rights; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of Contract with any Person Governmental Authority providing for aggregate consideration either (A) annual payments in excess of $5,000,000 by the Company 100,000 or any (B) aggregate payments in excess of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations$250,000; (vii) containing (A) a covenant any Contract for any partnership, joint venture, strategic alliance or other provision limiting in similar arrangement; (viii) any Contract providing for the settlement of any material respect the ability of the claim against any ELN Company or relating to the Business; (ix) any Subsidiary Contract relating to the acquisition or divestiture of the Company to compete or engage in any line of business or assets (whether by merger, sale of equity, sale of assets or otherwise) (1) that have obligations remaining to compete with be performed or liabilities continuing after the date of this Agreement other than in the Ordinary Course of Business, or (2) that took place during the one year period prior to the Closing Date; (x) any Contract granting any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or refusal, right of first offer or similar right that limits the ability of the Company to purchase or acquire any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of material assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation business of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the an ELN Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (any Contract requiring an ELN Company to make any advance, loan, extension of credit or a covenantcapital contribution to, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or investment in, any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a wholePerson; (xii) that is any Contract (A) evidencing or guaranteeing any Indebtedness (including all loan agreements, notes, bonds, debentures, indentures or guarantees), or (B) creating or granting a Company Real Property Lease with remaining obligations in excess Lien on the Shares or any assets or properties of $1,000,000an ELN Company, other than Permitted Liens; (xiii) that involves a material joint ventureany Contract between an ELN Company, profit sharingon the one hand, partnership or similar agreement from which and the Company Seller, any Affiliate of the Seller or any director, manager or officer of its Subsidiaries recognized revenues in excess of $1,000,000 during an ELN Company, on the fiscal year ended January 31, 2024other hand; (xiv) any license, sublicense or royalty agreement relating to any Intellectual Property, other than standard end-user license agreements relating to any “shrink wrap,” “click wrap” or “off the shelf” software that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions)generally commercially available; (xv) any stockholders’ agreement, proxy, voting trust agreement Contract that limits or registration rights agreement purports to limit the ability of an ELN Company (or similar agreements, arrangements or commitments relating to any equity securities would limit the ability of the Company Purchaser after the Closing) (A) to engage in any line of business, (B) to compete with any Person, (C) to operate in any geographic area, (D) to Solicit or accept business from the customers of any of its Subsidiaries Person or relating (E) to disposition, voting Solicit for employment or dividends with respect to hire any equity securities of the Company or any of its SubsidiariesPerson; or (xvi) any other Contract of a type that is with an affiliate not covered by the other clauses of this Section 3.10(a) that (A) is not terminable on not more than 60 days’ notice and without the payment of any penalty by, or any other Person that would be required material consequence to, applicable ELN Company or (B) is material to be disclosed under Item 404 the operation of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned SubsidiariesBusiness. (b) Each The Seller has made available to the Purchaser a true, complete and correct copy of each Material Contract made in writing, along with accurate written descriptions in all material respects of the type described above in Section 4.15(a)each Material Contract made orally, whether or not set forth in Section 4.15(a) of the Company Disclosure Scheduleincluding all amendments thereto, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of other than the Material Contracts listed in Schedule 3.10 which are subject to confidentiality agreements but for which the Seller has provided written summaries that accurately describe all material terms of such Material Contracts. (Ac) Each Material Contract (i) is a legal, valid and binding on the Company or obligation of the applicable Subsidiary of the Company, as the case may be, ELN Company and, to the Knowledge of the CompanySeller, each the other party parties thereto, and (Bii) is in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity effect in accordance with its terms and (iiiii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary upon consummation of the Company hasContemplated Transactions, andwill continue in full force and effect without penalty or other adverse consequence, subject to obtaining the consents and approvals, giving the notices or taking the other actions referred to in Schedule 3.4(b). None of the ELN Companies, the Seller or, to the Knowledge of the CompanySeller, none any other party to any Material Contract is in breach of the other parties thereto haveor default under, violated in any provision ofmaterial respect, or committed has provided or failed to perform received any act written notice alleging any breach of or default under, and no in any material respect, any Material Contract. No event or condition exists, which has occurred that (with or without notice, notice lapse of time or both) would constitute a material breach of or material default under, the provisions of under any Material Contract, except Contract in each case for those violations, acts (any material respect by the applicable ELN Company or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the CompanySeller, neither the Company nor by any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectparty thereto.

Material Contracts. (a) Except (iSection 4.10(a) as filed as exhibits to of the Company SEC DocumentsDisclosure Schedule sets forth a true, (ii) for this Agreement complete and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as correct list of each of the date hereof, neither the Company nor any Subsidiary of following Contracts to which the Company is a party to or by which the Company is bound by any Contract:and which have not been entirely fulfilled or performed (such Contracts, collectively, the “Material Contracts”): (i) all Contracts that is a “material contract” (as such term is defined contain restrictions with respect to payment of dividends or any other distribution in Item 601(b)(10) of Regulation S-K respect of the Exchange Act)Membership Units or other Equity of the Company; (ii) any Contract that is with by its terms requires the ten (10) largest customers payment by or on behalf of the Company and its Subsidiaries during in excess of $100,000 per annum or the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to delivery by the Company of goods or its Subsidiaries)services with a fair market value in excess of $100,000 per annum or provides for the Company to receive payments in excess of $100,000 per annum; (iii) that is with all Contracts involving a loan (other than accounts receivable owing from trade debtors in the ten Ordinary Course of Business) or advance to (10) largest vendors other than travel and entertainment advances to the employees of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into extended in the ordinary course Ordinary Course of businessBusiness), and other similar Contracts that are ancillary or investment in, any Person or any agreement relating to Contracts pursuant to which cost the making of goods and services is paid any such loan, advance or payable by the Company)investment in excess of $25,000; (iv) any Contract that is (i) requires the Company to purchase any product or service in excess of $100,000 from a Government Contractthird party or (ii) requires that the Company deal exclusively with a third party in connection with the sale or purchase of any product or service; (v) evidencing any Contract that relates to an acquisition or divestiture of material assets that contains covenants, indemnities or other contractual obligations that could impose a capital expenditure for which future payments are required in excess of $5,000,000Liability that is material to the Company; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to Contract under which the Company has any outstanding Indebtedness or its Subsidiaries have material continuing obligationsevidencing an Encumbrance on any property or asset of the Company, other than a Permitted Encumbrance; (vii) containing all Contracts under which any Person (Aother than the Company) has directly or indirectly guaranteed Indebtedness of the Company in excess of $50,000; (viii) any bonds or Contracts of Guarantee in which the Company acts as a covenant surety or guarantor with respect to any obligation (fixed or contingent) of another Person; (ix) all Contracts involving any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, joint development or similar arrangement; (x) all Contracts involving any resolution or settlement of any actual or threatened Action under which the Company has any obligation or Liability that will continue after the Closing Date; (xi) any Contract limiting or restraining the Company or any successor thereto from engaging or competing in any manner, in any location or in any business; (xii) all Affiliate Contracts; (xiii) any Company IP Agreements as well as any Contract under which the Company is a party providing for the license of or settlement with respect to any Intellectual Property including, without limitation, the Company’s Intellectual Property (other provision limiting than commercially available software and hardware) and any Intellectual Property license agreements under which the Company is currently a licensee; (xiv) any Contract concerning the acquisition, disposition, occupancy, management or operation of any Real Property owned, leased or used by the Company; (xv) all collective bargaining agreements entered into by the Company; (xvi) any Contract providing that the Company indemnify any Person in an amount that would be material to the Company, other than any such agreement entered into in the Ordinary Course of Business; (xvii) any Contracts with any Governmental Authority to which the Company is a party; (xviii) any Contracts that limit, in any material respect respect, the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person or in any geographic areaarea or during any period of time; (xix) all (i) employment agreements (excluding, other for certainty, any employees who are employed at will) and (ii) Contracts with independent contractors or consultants (or similar arrangements) to which the Company is a party and which are not cancellable without material penalty or without more than ninety (90) days’ notice; and (xx) any customary employee non-solicitation Contract to purchase, lease or no-hire clauses otherwise acquire the right to own, use or lease any property or assets, including such Contracts entered into by an Affiliate of the Company, for an amount in excess of $100,000, individually (in the ordinary course case of businessa lease, per annum) or $150,000 in the aggregate (B) “most favored nation”in the case of a lease, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits for the ability entire term of the Company or lease, not including any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or option term); and (Dxxi) a minimum purchase, minimum volume, “earnout” or any other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, Contract that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, operation of the business of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) not otherwise disclosed pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictionsSection 4.10(a); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract The Company is in material compliance with the terms and provisions of each Material Contract. The Company, and to the Knowledge of the type described above Company, the other party to any Material Contract is not in Section 4.15(a)breach or default under any of its terms. The Company has not received notice of any breach, whether default or not notice of termination by any Person under any Material Contract. A true, complete and correct copy of each written Material Contract has been provided to Purchaser and a description of each verbal Material Contract is set forth in Section 4.15(a4.10(a) of the Company Disclosure Schedule, . (c) Each Material Contract is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (Ai) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, thereto in accordance with its respective terms and (Bii) in full force and effect, except . Each Material Contract (ior description) as may be limited by bankruptcy, insolvency, moratorium sets forth the entire agreement and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and understanding (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary complete description of the Company hasmaterial terms, andas applicable), to the Knowledge of between the Company, none of on one hand, and the other parties thereto havethereto, violated any provision ofon the other hand, or committed or failed with respect to perform any act under, and no the subject matter thereof. No event or condition existscircumstance has occurred that, which (with notice or without notice, lapse of time or both) , would constitute an event of default under any Material Contract or result in a breach of termination thereof or default under, would cause or permit the provisions acceleration or other changes of any Material Contract, except in each case for those violations, acts (right or failures to act) and defaults which, individually obligation or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as loss of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the benefit thereunder. The Company has received written notice of no reason to believe any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty party to any Material Contract has (A) canceled or otherwise terminatedwill not fulfill its obligations thereunder in all material respects, or threatened in writing to cancel or otherwise to terminate, its relationship with and the Company has not received any notice of termination or intent to terminate by any Subsidiary party to any Material Contract. (as applicabled) The Company has no Liability for the deferred purchase price of property, goods or services, whether connected or not to the acquisition of any business (earn-out or other similar type of payments) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectnoncompetition agreement.

Material Contracts. (a) Except Section 4.13(a) of the Target Disclosure Letter, and with respect to clause (ixvi) as filed as exhibits below, Section 4.12 of the Target Disclosure Letter, sets forth an accurate and complete list of the following Contracts to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, which Target or any of its Subsidiaries is a party or by which any of them is bound as of the date hereofhereof (collectively, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract:“Material Contracts”): (i) that is a “material contract” (as such term is defined all Contracts which contain restrictions with respect to payment of dividends or any other distribution in Item 601(b)(10) of Regulation S-K respect of the Exchange Act)capital stock or other equity interests of Target or any of its Subsidiaries; (ii) that is with all Contracts relating to capital expenditures or other purchases of material, supplies, equipment (including all Contracts to purchase containers, trailers or portable offices) or other assets or properties in excess of $250,000 individually, or $500,000 in the ten aggregate on an annual basis; (10iii) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 all Contracts involving a loan (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into other than accounts receivable in the ordinary course of business, ) or advance to (other than advances and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable allowances to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors employees of the Company Target and any of its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into extended in the ordinary course of business), and other similar Contracts that are ancillary or investment in, any Person or any Contract relating to Contracts pursuant to which cost the making of goods and services is paid any such loan, advance or payable by investment, in each case, in excess of $100,000 individually or $500,000 in the Company)aggregate; (iv) that is a Government Contractall Contracts involving Indebtedness of Target or any of its Subsidiaries; (v) evidencing all Contracts with customers pursuant to which a capital expenditure for which future payments are required customer leases or otherwise has possession of a container, trailer or portable office to the extent such Contract evidences quarterly revenue in excess of $5,000,000500,000; (vi) relating to the disposition all Contracts granting or acquisition of evidencing a Lien on any business, equity, material properties or all or substantially all of the assets of Target or any Person for aggregate consideration of its Subsidiaries, other than a Permitted Lien; (vii) any management service, consulting, financial advisory or any other similar type Contract and any Contracts with any investment or commercial bank and involving an annual amount in excess of $5,000,000 by 250,000; (viii) all Contracts limiting the Company ability of Target or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person and, to the Knowledge of Target, any Contracts that would limit the ability of Parent or any of its Affiliates to engage in any geographic area, line of business or to compete with any Person after the Effective Time; (ix) all Contracts (other than this Agreement and any customary employee nonagreement or instrument entered into pursuant to this Agreement) with (A) any Affiliate of Target, or (B) any current or former officer or director of Target or any of its Subsidiaries, but not including any Contracts with any former officer or director of Target or any of its Subsidiaries to the extent that Target and such Subsidiaries do not have any ongoing Liabilities under such Contracts; (x) all Contracts (including letters of intent) involving the future disposition or acquisition of material assets or properties (including acquisitions or dispositions of containers, trailers or portable offices for a purchase price in excess of $100,000), or any merger, consolidation or similar business combination transaction, whether or not enforceable; (xi) all Contracts involving any material joint venture, partnership, strategic alliance, shareholders’ agreement, co-solicitation marketing, co-promotion, co-packaging, joint development or no-hire clauses similar arrangement; (xii) all Contracts involving any material resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute and involving an amount in excess of $100,000 (other than payments, discharges or satisfactions of workers’ compensation, auto insurance and general liability insurance claims); (xiii) all Contracts involving a confidentiality, standstill or similar agreement or arrangement other than confidentiality agreements entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits business which would not limit the ability of Parent and its Subsidiaries to receive such information after the Company Effective Time; (xiv) all Contracts involving payments of $250,000 or more, individually, to or from Target or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee which are not cancelable by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company Target or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; without penalty on ninety (xiv90) that is a settlement, conciliation days or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions)less notice; (xv) any stockholders’ agreement, proxy, voting trust agreement material licenses of Intellectual Property to or registration rights agreement from Target or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries (except for licenses of mass-marketed or relating to disposition, voting or dividends with respect to shrink-wrap software available on non-discriminatory terms); (xvi) any equity securities of the Company or any of its SubsidiariesReal Property Lease; or (xvixvii) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among pursuant to which any amount may become due and payable as a result of the Company and its wholly-owned Subsidiariestransactions contemplated hereby, including without limitation, any change of control payments or severance arrangements. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in on Section 4.15(a4.13(a) of the Company Target Disclosure Schedule, is referred Letter other than the Real Property Leases (or required to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all be set forth on Section 4.13(a) of the Material Contracts are Target Disclosure Letter) is in full force and effect and there exists no (Ai) valid and binding on the Company material default or the applicable Subsidiary event of the Company, as the case may be, anddefault by Target or any of its Subsidiaries or, to the Knowledge of the CompanyTarget, each any other party theretoto any such Material Contract with respect to any material term or provision of any such Material Contract, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would notto the Knowledge of Target, individually event, occurrence, condition or in act (including the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary consummation of the Company hastransactions contemplated hereby) which, andwith the giving of notice, the lapse of time or the happening of any other event or condition, would become a material default or event of default by Target or any of its Subsidiaries or, to the Knowledge of the CompanyTarget, none any other party thereto, with respect to any material term or provision of any such Material Contract. Target has made available to Parent true and complete copies, including all amendments, of each Contract set forth on Section 4.13(a) of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which Target Disclosure Letter. (with or without notice, lapse of time or bothc) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge As of the Companydate hereof, neither Target has not made any indemnification claim under the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectSponsor Merger Agreement.

Material Contracts. (a) Except (i) as set forth in the SEC Reports filed as exhibits prior to the Company SEC Documentsdate of this Agreement, (ii) for in Schedule 4.15 or otherwise expressly provided in this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereofAgreement, neither the Company nor any Subsidiary of the Company Subsidiaries is a party to or is bound by any Contractby: (i) that is a “any "material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange ActSEC); (ii) that is with any contract or agreement for the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 purchase or lease (as determined based on revenue received lessee) of materials or personal property from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders supplier or statements for the furnishing of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable services to the Company or its Subsidiaries); (iii) any Subsidiary that involves or is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid likely to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which involve future aggregate payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its the Subsidiaries outside of the ordinary course of business pursuant to which the Company more than (x) $300,000 or its Subsidiaries have material continuing obligations(y) $100,000 in any year; (viiiii) containing any contract or agreement for the sale, license or lease (Aas lessor) a covenant or other provision limiting in any material respect the ability of by the Company or any Subsidiary of services, materials, products, supplies or other assets, owned or leased by the Company or the Subsidiaries, that involves or is likely to compete or engage in any line of business or involve future aggregate payments to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its the Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties more than (x) $300,000 or (Dy) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, $100,000 in each case, that is material to the Company and its Subsidiaries, taken as a whole;any year (viiiiv) any contract, agreement or instrument relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, money of the Company or any Subsidiary Subsidiary; (v) any non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, the business of the Company or the Subsidiaries may be conducted; (vi) any agreement with any present or former affiliates of the Company; (vii) any partnership, joint venture, strategic alliance or cooperation agreement (or any guarantee by the Company or of its Subsidiaries agreement similar to any of the obligations of foregoing); (viii) any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and voting or other agreement governing how any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company)Shares shall be voted; (ix) any hedging, swap, derivative, or similar Contractagreement with any shareholders of the Company; (x) that is a license any agreement with any Managed Provider, including without limitation any such management agreement, employee lease agreement, billing services agreement, option agreement or evidence of indebtedness; or (or a covenant, consent xi) any contract or other rights in agreement which would prohibit or to use Intellectual Property) granted by materially delay the Company consummation of the Merger or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant transactions contemplated by this Agreement. The foregoing contracts and agreements to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted are parties or are bound are collectively referred to customers in the ordinary course of business, and/or (C) that is otherwise material to the herein as "Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned SubsidiariesMaterial Contracts." (b) Each Company Material Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and(or, to the Knowledge of the Companyextent a Subsidiary is a party, each other party thereto, such Subsidiary) and (B) is in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any and each Subsidiary of the have performed, in all material respects, all obligations required to be performed by them to date under each Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults whichwhere such noncompliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The Company has, or has caused to be, made available to Parent or its counsel true and complete copies of the Company Material Adverse Effect andContracts requested by same and any and all ancillary documents pertaining thereto (including, but not limited to, all amendments and waivers). Except as otherwise set forth in Schedule 4.15(b), each Company Material Contract will not cease to be legal, valid, binding, enforceable and in full force and effect on terms identical to those currently in effect as a result of February 1, 2021, the consummation of the transactions contemplated by this Agreement (except to the Knowledge extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general principles of equity), nor will the Companyconsummation of such transactions constitute a breach or default under such lease or sublease or otherwise give the landlord a right to terminate such lease or sublease. Except as set forth in Schedule 4.15(b), neither the Company nor any Subsidiary knows of, or has given or received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract. (c) Except as disclosed in the SEC Reports filed prior to the date of this Agreement or in Schedule 4.15 or as expressly provided for in this Agreement, neither the Company nor any of the Subsidiaries is a party to any oral or written (i) employment or consulting agreement that cannot be terminated on thirty days' or less notice, (ii) agreement with any officer or other key employee of the Company has received written notice or any of the Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any the Subsidiaries of the nature contemplated by this Agreement, the Subscription Agreement or the Voting Agreement, (iii) agreement with respect to any officer or other key employee of the Company or any of the Subsidiaries providing any term of employment or compensation guarantee or (iv) stock or stock purchase plan (other than the Option Plans), any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the foregoing. To transactions contemplated by this Agreement, the Knowledge Subscription Agreement or the Voting Agreement or the value of any of the Company, since February 1, 2021, no counterparty to benefits of which will be calculated on the basis of any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effecttransactions.

Material Contracts. (a) Except (iSchedule 4.19(a) as filed as of the Company Disclosure Letter, together with the lists of exhibits to contained in the Company SEC DocumentsDocuments and Schedule 4.10(a) and 4.10(l) listing material Company Plans, (ii) for this Agreement sets forth a true and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Planscomplete list, as of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contractof: (i) that is a each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the Exchange Act); (ii) each contract that is provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties (other than Oil and Gas Properties) with respect to which the ten (10) largest customers of Company reasonably expects that the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements will make annual payments in excess of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)$100,000,000; (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) each contract relating to the disposition or acquisition Indebtedness (including commitments with respect thereto) of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside (whether incurred, assumed, guaranteed or secured by any asset) in excess of $100,000,000, other than agreements solely between or among the Company and its Subsidiaries; (iv) each contract for lease of personal property or real property (other than Oil and Gas Properties) involving payments in excess of $100,000,000 in any calendar year or over the life of the ordinary course contract that are not terminable without penalty or other liability to the Company (other than any ongoing obligation pursuant to such contract that is not caused by any such termination) within ninety (90) days, other than contracts related to drilling rigs; (v) each contract that is a non-competition contract or other contract that (A) purports to limit in any material respect either the type of business pursuant to in which the Company or its Subsidiaries have material continuing obligations; (viior, after the Effective Time, Parent or its Subsidiaries) containing (A) a covenant may engage or other provision limiting the manner or locations in which any of them may so engage in any business (including any contract containing any area of mutual interest, joint bidding area, joint acquisition area, or non-compete or similar type of provision), (B) could require the disposition of any material respect the ability assets or line of business of the Company or any Subsidiary of its Subsidiaries (or, after the Company to compete Effective Time, Parent or engage in any line of business its Subsidiaries) or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal prohibits or right of first offer or similar right that limits the ability rights of the Company or any of its Subsidiaries to make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets; (vi) each contract involving the pending acquisition or sale of (or option to purchase or sell, transfer, pledge or otherwise dispose of assets, rights ) any assets or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company for which the aggregate consideration (or the fair market value of such consideration, if non-cash) payable to or from the Company or any of its Subsidiaries exceeds $100,000,000, other than contracts involving the acquisition or sale of (or option to purchase or sell) Hydrocarbons in the Ordinary Course; (vii) each material partnership, joint venture or limited liability company agreement, other than with arrangements exclusively among the Company and/or its wholly owned Subsidiaries and other than any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company; (viii) each joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar contract (A) requiring the Company or any of its SubsidiariesSubsidiaries to make expenditures from and after January 1, 2024, that would reasonably be expected to be in excess of $150,000,000 in the aggregate or (B) to which the Company or any of its Subsidiaries is a party and that includes a third-party investment or funding commitment greater than $150,000,000 (such contract in the case of this subclause (B), a “Development Agreement”), other than, in each case, customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (ix) any contract (A) that provides for the sale by the Company or any of its Subsidiaries of Hydrocarbons or water (1) in excess of 35,000 barrels of oil equivalent of Hydrocarbons or water per day over a period of one (1) month (calculated on a yearly average basis) or (2) for a term greater than ten (10) years or (B) pursuant to which the Company reasonably expects that it will receive or make aggregate payments under in excess of $150,000,000 in any of the next three (3) succeeding fiscal years or over the life of the contract that, in the case of the foregoing subclauses (A) or (B), (x) has a remaining term of greater than ninety (90) days and does not allow the Company or such Subsidiary to terminate it without penalty to the Company or such Subsidiary within ninety (90) days and (y) provides for a “take-or-pay” clause or any similar prepayment obligation and acreage dedication, minimum volume commitments or capacity reservation fees to a gathering, transportation or other arrangement downstream of the wellhead, that cover, guaranty or commit volumes; (x) each collective bargaining agreement with a labor union to which the Company is a party or bound; (xi) each agreement under which the Company or any of its Subsidiaries has advanced or loaned any amount of money to any of its officers, directors, employees or consultants, in each case with a principal amount in excess of $120,000; (xii) each contract for any Company Related Party Transaction; or (xiii) each agreement that contains any “most favored nation” or most favored customer provision, call or put option, preferential right or rights of first or last offer, negotiation or refusal to which the Company or any of its Subsidiaries or any of their respective Affiliates is subject and that is material to the business of the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness , except for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to any agreement in which the Company or any Subsidiary received licensing revenues such provision is solely for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities benefit of the Company or any of its Subsidiaries; or , (xviB) is with an affiliate customary royalty pricing provisions in Oil and Gas Leases or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act(C) customary preferential rights in joint operating agreements, other than any Contract solely among the Company and its wholly-owned Subsidiariesunit agreements or participation agreements. (b) Each Contract of Collectively, the type described above in Section 4.15(a), whether contracts set forth or not required to be set forth in Section 4.15(a4.19(a) are herein referred to as the “Company Contracts.” A complete and correct copy of each of the Company Disclosure ScheduleContracts has been made available to Parent. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their termslegal, all of the Material Contracts are (A) valid valid, binding and binding enforceable in accordance with its terms on the Company or the applicable Subsidiary and each of the Company, as the case may be, its Subsidiaries that is a party thereto and, to the Knowledge knowledge of the Company, each other party thereto, and (B) is in full force and effect, except (i) subject, as may be limited by bankruptcyto enforceability, insolvency, moratorium and other similar Applicable Law affecting creditorsto Creditors’ rights generally and by general principles of equity and (ii) Rights. Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither , neither the Company nor any Subsidiary of the its Subsidiaries is in breach or default under any Company has, andContract nor, to the Knowledge knowledge of the Company, none of the is any other parties thereto have, violated party to any provision of, such Company Contract in breach or committed or failed to perform any act underdefault thereunder, and no event or condition existshas occurred that, which (with or without notice, the lapse of time or the giving of notice or both) , would constitute a breach default thereunder by the Company or its Subsidiaries, or, to the knowledge of or default underthe Company, any other party thereto. There are no disputes pending or, to the provisions knowledge of the Company, threatened with respect to any Company Contract and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any Material other party to any Company Contract to terminate for default, convenience or otherwise any Company Contract, except nor to the knowledge of the Company, is any such party threatening to do so, in each case for those violations, acts (except as has not had or failures would not reasonably be expected to act) and defaults whichhave, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as As of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company its Subsidiaries is a party to or is bound by any Contractby: (iA) any lease of real or personal property providing for annual rentals of $400,000 or more; (B) any Contract that is reasonably likely to require either (x) annual payments to or from the Company and its Subsidiaries of more than $15 million or (y) aggregate payments to or from the Company and its Subsidiaries of more than $75 million; (C) other than with respect to any partnership that is wholly owned by the Company or any wholly owned Subsidiary of the Company, any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture material to the Company or any of its Subsidiaries or in which the Company owns more than a “material contract” 15% voting or economic interest, or any interest valued at more than $10 million without regard to percentage voting or economic interest; (D) any Contract (other than among direct or indirect wholly owned Subsidiaries of the Company) relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $5 million; (E) any Contract required to be filed as such term is defined in 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; (F) any non-competition Contract or other Contract that (I) purports to limit in any material respect either the type of business in which the Company or any of its Affiliates may engage or the manner or locations in which any of them may so engage in any business, (II) could require the disposition of any material assets or line of business of the Exchange ActCompany or any of its Affiliates, (III) grants “most favored nation” status that, following the Merger, would apply to the Company or any of its Affiliates or (IV) prohibits or limits in any material respect the right of the Company or any of its Affiliates to make, sell or distribute any products or services; (G) any Contract to which the Company or any of its Subsidiaries is a party containing a standstill or similar agreement pursuant to which the Company or any of its Subsidiaries has agreed not to acquire assets or securities of the other party or any of its Affiliates; (H) any material Contract relating to the license of Intellectual Property (other than licenses for commercial off-the-shelf or shrink wrap software that has not been modified or customized); (iiI) that is with any Contract between the ten (10) largest customers Company or any of its Subsidiaries and any director or officer of the Company and its Subsidiaries during or any Person beneficially owning five percent or more of the fiscal year ended January 31outstanding Shares, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreementsother than compensation or severance arrangements, data processing agreements, purchase orders confidentiality agreements or statements of work or invoices indemnification agreements entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iiiJ) that is any Contract (other than Contracts with the ten (10customers) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure providing for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 indemnification by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or Person, except for any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, such Contract that is (x) not material to the Company and its Subsidiaries, taken as a whole; , and (viiiy) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers entered into in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole;; and (xiK) any Contract that is contains a license (put, call or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if similar right pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess could be required to purchase or sell, as applicable, any equity interests of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) any Person or assets that is have a settlement, conciliation fair market value or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration purchase price of more than $1,000,000 after 5 million (the date of this Agreement or Contracts described in clauses (zA) that subjects through (K), together with all exhibits and schedules to such Contracts, being the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions“Material Contracts”);. (xvii) any stockholders’ agreementSubject to applicable Law, proxy, voting trust a true and complete copy of each Material Contract has previously been made available to Parent and each such Contract is a valid and binding agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any one of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) is in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of its Subsidiaries nor, to the Company has received written notice knowledge of any of the foregoing. To the Knowledge management of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled other party thereto is in default or otherwise terminated, or threatened breach in writing to cancel or otherwise to terminate, its relationship with any material respect under the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount terms of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectContract.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as As of the date hereofAgreement Date, neither the Company nor any Subsidiary of the Company is not a party to or is bound by any Contract: (i) that is would be required to be filed by the Company as a “material contract” (as such term is defined in contract pursuant to Item 601(b)(10) of Regulation S-K of the Exchange Act)SEC; (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding contains any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant competition or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right agreement that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose compete in any line of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiariesbusiness, in each caseany geographic area or with any person; (iii) that creates any partnership, that is joint venture or similar entity with respect to any material to business of the Company and its Subsidiaries, taken as a whole; (viiiiv) relating to that would, individually or evidencing indebtedness for borrowed moneyin the aggregate, debt securitiesprevent, warrants materially delay or other rights to acquire any debt securities, of the Company or any Subsidiary of materially impede the Company, or any guarantee by ’s ability to consummate the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company)Transactions; (ix) any hedging, swap, derivative, or similar Contract; (xv) that is a license (or a covenantan indenture, consent credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues agreement providing for the fiscal year ended January 31, 2024 indebtedness in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a wholeintercompany agreements; (xivi) that is a license written contract (or a covenant, consent or other rights in or to use Intellectual Propertythan this Agreement) for the sale of Third Party Rights granted to any of its assets after the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 Agreement Date in excess of $1,000,000, and/or other than in the ordinary course of business consistent with past practice; (Cvii) that is otherwise material to under which the Company and its the Company’s Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership are expected to make annual expenditures or similar agreement from which the Company or any of its Subsidiaries recognized receive annual revenues in excess of $1,000,000 during the current or a subsequent fiscal year ended January 31, 2024year; (xivviii) that is containing a settlementright of first refusal, conciliation right of first negotiation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require right of first offer in favor of a party other than the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions)Subsidiaries; (xvix) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of that obligates the Company or any to file a registration statement under the Securities Act of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries1933 which filing has not yet been made; or (xvix) that is with an affiliate interest rate, equity or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. swap or derivative instrument. Each such contract described in clauses (bi)-(x) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.”

Material Contracts. (a) Except for Contracts set forth in Section 3.11(a) of the Holdings Disclosure Schedule (i) as filed as exhibits collectively, the "Material Contracts"), neither Holdings (with respect to the Company SEC Documents, (iiBusiness) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary of the Transferred Company is a party to or is bound by any Contractby: (i) any Contract that is provides for payment to a “material contract” (as such term is defined Transferred Company for the performance of services in Item 601(b)(10) an amount in excess of Regulation S-K of the Exchange Act)$1,000,000 annually; (ii) that is with any Contract to be performed relating to capital expenditures (other than those provided for in the ten (10) largest customers Capital Expenditure Plans of the Company and its Subsidiaries during Business for 1999) in excess of $500,000 in any calendar year, or in the fiscal year ended January 31aggregate require expenditures in excess of $2,000,000; (iii) any Contract not entered into the ordinary course of business, 2024 requiring payments by or to the Transferred Companies in excess of $1,000,000; (as determined based on revenue received from such customers during such time periodiv) any Contract which contains restrictions with respect to payment of dividends or any other distribution in respect of the capital stock of a Transferred Company; (v) any Contract relating to indebtedness for borrowed money in an amount in excess of $1,000,000 (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into trade payables in the ordinary course of business, intercompany indebtedness and leases for telephones, copy machines, facsimile machines and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiariesoffice equipment); (iiivi) that is with the ten any lease (10or sublease) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors Real Property requiring payments by the Company during such time periodTransferred Companies in an amount in excess of $1,000,000 annually; (vii) any loan or advance to (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into other than advances to employees in the ordinary course of businessbusiness in amounts not exceeding $1,000,000 in the aggregate), or investment in (other than investments in any Transferred Company), any Person, or any Contract relating to the making of any such loan, advance or investment; (viii) any guarantee in respect of any indebtedness or obligation of any Person in an amount in excess of $1,000,000 (other than in the ordinary course of business and other similar Contracts that are ancillary than with respect to Contracts pursuant to which cost any indebtedness or obligation of goods and services is paid or payable by the any Transferred Company); (ivix) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect Contract limiting the ability of the Company or any Subsidiary of the Transferred Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar ContractPerson; (x) that is a license (any material amendment, modification or a covenant, consent or other rights supplement in or to use Intellectual Property) granted by the Company or respect of any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiariesforegoing. (b) Each Contract of the type described above in Section 4.15(a), whether or not Except as set forth in Section 4.15(a3.12(b) of the Company Holdings Disclosure Schedule, : (i) there is referred to herein as a “no pending default under or breach of any Material Contract.” Except for Material Contracts that have expired Contract by Holdings or terminated by their terms, all of the Material Contracts are (A) valid and binding on the any Transferred Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition existshas occurred that, which (with or without notice, the lapse of time or the giving of notice or both) , would constitute a default thereunder by Holdings or any Transferred Company party thereto, in any such case in which such default, breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults whichevent, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectEffect on the Business; and (ii) no party to any such Material Contract has given written notice to Holdings or any Transferred Company of, or made a written claim against Holdings or any Transferred Company with respect to, any breach or default thereunder, in any such case, in which such breach or default, individually or in the aggregate, would have a Material Adverse Effect on the Business.

Material Contracts. (a) Except (i) as Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansReports, as of the date hereof, neither the Company nor any Subsidiary none of the Company or its Subsidiaries is a party to or is bound by any Contractby: (iA) any Contract that is a “material contract” (as such term is defined in would be required to be filed by the Company pursuant to Item 601(b)(10) 4 of Regulation Sthe Instructions to Exhibits of Form 20-K of F under the Exchange Act); (iiB) that is with any Contract involving the ten (10) largest customers payment or receipt of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 amounts by the Company or any of its Subsidiaries outside Subsidiaries, or relating to indebtedness for borrowed money or any financial guaranty, of the ordinary course of business pursuant to which the Company or more than RMB 50,000,000 in any calendar year on its Subsidiaries have material continuing obligationsface; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) any Contract that contains a right of first refusal or right of first offer put, call or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess could be required to purchase or sell, as applicable, any equity interests of $1,000,000 during the fiscal year ended January 31, 2024any Person or assets that have a fair market value or purchase price of more than RMB 30,000,000; (xivD) that is a settlementany Contract relating to the formation, conciliation creation, operation, management or similar control of any joint venture; (E) any Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require between the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement and any director or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities executive officer of the Company or any of its Subsidiaries Person beneficially owning five percent or relating to disposition, voting or dividends with respect to any equity securities more of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be outstanding Shares required to be disclosed under pursuant to Item 404 7B or Item 19 of Regulation SForm 20-K promulgated F under the Exchange Act, ; and (F) any non-competition Contract or other than Contract that limits or purports to limit in any Contract solely among material respect the type of business in which the Company and or its wholly-owned Subsidiaries. (b) Each Contract of Subsidiaries may engage, the type described above in Section 4.15(a), whether of goods or not set forth in Section 4.15(a) of services which the Company Disclosure Scheduleor its Subsidiaries may manufacture, produce, import, export, offer for sale, sell or distribute or the manner or locations in which any of them may so engage in any business or use their assets. Each such Contract described in clauses (A) through (F) above and each such Contract that would be a Material Contract but for the exception of being filed as an exhibit to the Company Reports is referred to herein as a “Material Contract”.” (ii) Except for as is not, individually or in the aggregate, a Material Contracts that have expired or terminated by their termsAdverse Effect, all (A) each of the Material Contracts are (A) is valid and binding on the Company or the applicable Subsidiary of the Companyits Subsidiaries, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) is in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium effect subject to the Bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity Equity Exception; and (iiB) as would not, individually there is no breach or in the aggregate, reasonably be expected to have a Company default under any Material Adverse Effect. Neither Contracts by the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, its Subsidiaries and no event or condition exists, which (has occurred that with or without notice, the lapse of time or both) the giving of notice or both would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with thereunder by the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectSubsidiaries.

Material Contracts. (a) Except (i) as for the Original Merger Agreement, the Contracts filed as exhibits to the Company SEC DocumentsReports, (ii) for this Agreement and the other agreements entered into Contracts listed in connection with Subsections (i) through (xxi) of Section 3.16(a) of the transactions contemplated hereby and (iii) for Company Employee PlansDisclosure Schedule, as of the date hereofOriginal Execution Date, neither the Company nor any Subsidiary none of the Company is a party to or is bound by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside is a party to or bound by the following Contracts: (i) any Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract relating to the formation, creation, operation, management or control of any Subsidiary of the Company or any other partnership, joint venture, strategic collaboration, global affiliation or business cooperation, limited liability company or similar arrangement; (iii) any Contract involving a loan (other than accounts receivable from trade debtors in the ordinary course of business pursuant business) or advance to which (other than travel and entertainment allowances to the employees of the Company and any of its Subsidiaries extended in the ordinary course of business), or investment in, any person or any Contract relating to the making of any such loan, advance or investment for more than US$5,000,000; (iv) any Contract involving Indebtedness of the Company or any of its Subsidiaries have material continuing obligationsof more than US$5,000,000; (v) any Contract (including so called take-or-pay or keep-well agreements) under which any person (other than the Company or any of its Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of its Subsidiaries of more than US$5,000,000; (vi) any Contract granting or evidencing a Lien on any properties or assets of the Company or any of its Subsidiaries with value of more than US$5,000,000, other than a Permitted Encumbrances; (vii) containing any management service, consulting, financial advisory or any other similar type Contract and all Contracts with investment or commercial banks; (Aviii) any Contract for the acquisition, disposition, sale, transfer or lease (including leases in connection with financing transactions) of properties or assets of the Company or any of its Subsidiaries that have a covenant fair market value or purchase price of more than US$5,000,000 (by merger, purchase or sale of assets or stock or otherwise) entered into since December 31, 2014 or, if prior to that date, have representations, warranties or indemnities that remain in effect or as to which claims are pending; (ix) any Contracts involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other provision limiting dispute with amount in controversy greater than US$5,000,000; (x) any Contract involving a standstill or similar arrangement; (xi) 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 Subsidiary of the Company its Subsidiaries to compete or engage in any line of business or to compete with any Person in any geographic area, industry or line of business; (xii) any Contract for the employment of any senior executive officer; (xiii) any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any person or assets that have a fair market value or purchase price of more than US$5,000,000; (xiv) any Contract (other than Contracts granting Company Options, or Company RSs) giving the other party the right to terminate such Contract as a result of the Original Merger Agreement, this Agreement or the consummation of the Transactions, including the Merger, where (A) such Contract requires any customary employee non-solicitation payment in excess of US$5,000,000 to be made by the Company or no-hire clauses entered into any of its Subsidiaries in any calendar year or (B) the ordinary course value of businessthe outstanding receivables due to the Company and its Subsidiaries under such Contract is in excess of US$5,000,000 in any calendar year; (xv) 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) “most favored nation”, “exclusivity” or similar provisions, (C) a right pledging of first refusal or right of first offer or similar right that limits the ability share capital of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) issuance of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which guarantee by the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024Subsidiaries; (xivxvi) that is any Contract providing for (A) a settlementlicense, conciliation covenant not to s▇▇ or similar Contract (x) with other right granted by any Governmental Authority entered into since February 1, 2021, (y) which would require Third Party under any Intellectual Property to the Company or any of its Subsidiaries Subsidiaries, (B) a license, covenant not to pay consideration of more than $1,000,000 after the date of this Agreement s▇▇ or (z) that subjects other right granted by the Company or any of its Subsidiaries to any material ongoing requirements or restrictions Third Party under any Intellectual Property, (other than ordinary course confidentiality requirements or restrictions); (xvC) an indemnity of any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of person by the Company or any of its Subsidiaries against any charge of infringement, misappropriation, unauthorized use or relating to dispositionviolation of any Intellectual Property right, voting or dividends with respect (D) any royalty, fee or other amount payable by the Company or any of its Subsidiaries to any equity securities person by reason of the ownership, use, sale or disposition of Intellectual Property, in each case of clauses (A) through (D), other than agreements for off-the-shelf Software and such Contracts that are not material to business of the Group Companies, taken as a whole, and in each case of clauses (C) and (D), other than Contracts entered into by the Company and its Subsidiaries in the ordinary course of business; (xvii) any Contract granting rights in respect of exclusivity, “most favored nation” or similar rights; (xviii) any Contract between or among the Company or any of its Subsidiaries; or, on the one hand, and any of their respective Affiliates (other than the Company or any of its Subsidiaries), on the other hand, that involves payments of more than US$5,000,000 in any one year; (xvixix) is each Control Agreement and any other 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 affiliate “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 Person Subsidiary of the Company; (xx) any Contract between the Company or any of its Subsidiaries and any director or executive officer of the Company or any person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act (including those that would be required to be disclosed under Item 404 if the Form 20-F were filed as of Regulation S-K promulgated under the Exchange ActOriginal Execution Date); or (xxi) any other Contract which, other than any if terminated, could reasonably be expected to result in a Company Material Adverse Effect. Each such Contract solely among described in clauses (i) to (xxi) and each such Contract that would be a Material Contract if it had not been filed as an exhibit to the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, SEC Reports is referred to herein as a “Material Contract.” ” (b) Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would notnot have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither : (i) each Material Contract is a legal, valid and binding obligation of a Group Company, as applicable, in full force and effect and enforceable against such Group Company in accordance with its terms, subject to the Company nor any Subsidiary Bankruptcy and Equity Exception; (ii) to the knowledge of the Company, each Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy and Equity Exception; (iii) no Group Company has, and, to the Knowledge knowledge of the Company, none of the other parties thereto haveno counterparty, violated any provision is or is alleged to be in breach or violation of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts ; (or failures to activ) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge knowledge of the Company, neither the Company nor no person intends to terminate any Subsidiary Material Contract; and (v) none of the Company has received written notice execution of the Original Merger Agreement, the execution of this Agreement or the consummation of any Transaction shall constitute a default under, give rise to cancellation rights under, or otherwise adversely affect any of the foregoing. To the Knowledge rights of the Company, since February 1, 2021, no counterparty to any Group Company under any Material Contract Contract. The Company has (A) canceled furnished or otherwise terminatedmade available to Parent true and complete copies of all Material Contracts, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or including any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectamendments thereto.

Material Contracts. (a) Except (iSet forth in Schedule 3.14(a) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plansis a list, as of the date hereof, neither the Company nor any Subsidiary of each of the Company following Contracts to which SPPR or any of its Affiliates is a party related to the Contributed Assets or is by which any of the Contributed Assets are bound by any (each a “Material Contract:”): (i) any Contract related to the Contributed Assets that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K would limit the right of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company Partnership or any of its Subsidiaries to sellengage in or compete in any geographical area; (ii) any Contract for Debt to which any of the Contributed Assets are bound; (iii) any Contract for capital expenditures or the acquisition or construction of fixed assets requiring the payment of an amount in excess of $250,000; (iv) any Contract relating to the acquisition or disposition of any assets or properties (whether by merger, transferconsolidation, pledge recapitalization, share exchange, sale of stock, sale of assets or otherwise, and whether through proceedings in bankruptcy or otherwise) entered into in the past five years requiring the payment of an amount in excess of $250,000; (v) any Contract under which SPPR is lessor or lessee of any Real Property; (vi) any Contract containing any preferential rights to purchase or similar rights relating to the Contributed Assets (other than the Omnibus Agreement); (vii) any Contract the primary purpose of which is to require SPPR or Western to indemnify or otherwise dispose make whole any Person with an indemnification or make whole obligation having or reasonably expected to have a value in excess of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole$250,000; (viii) relating to any other Contract (other than any Contract granting any Permits, servitudes, easements or evidencing indebtedness for borrowed moneyrights-of-way) materially affecting the ownership, debt securities, warrants use or other rights to acquire any debt securities, operation of the Company Contributed Assets, the loss of which could, individually or any Subsidiary of in the Companyaggregate, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company)have a Material Adverse Effect; (ix) any hedging, swap, derivative, or similar ContractContract with any Governmental Authority (other than Permits); (x) that is a license any Contract (or group of related Contracts with a covenantsingle counterparty or, consent or other rights to Western’s Knowledge, Affiliated counterparties) not described in or to use Intellectual Propertyclause (i) granted by the Company or any Subsidiary through (ix), that as of the Company date hereof, is reasonably expected to Company Intellectual Property (A) on provide for revenues or commitments in an exclusive basis, (B) pursuant to which the Company or amount greater than $250,000 during any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole;calendar year; and (xi) that is a license any interest rate, commodity or currency protection agreement (or a covenantincluding any swaps, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basiscollars, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership caps or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictionshedging obligations); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of SPPR and Western has made available to the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) Partnership a correct and complete copy of the Company Disclosure Schedule, is referred to herein as a “each Material Contract.” . Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each Material Contract is legal, valid and binding on and enforceable against SPPR or its Affiliates, as the case may be, and to Western’s Knowledge, the counterparty thereto. Neither Each Material Contract is in full force and effect, and none of SPPR or its Affiliates, as the Company nor any Subsidiary of the Company hascase may be, andor, to the Knowledge of the CompanyWestern’s Knowledge, none of the other parties thereto haveany counterparty thereto, violated any provision of, is in breach or committed or failed to perform any act under, default thereunder and no event has occurred that upon receipt of notice or condition exists, which (with or without notice, lapse of time or both) both would constitute a any breach of or default under, the provisions of any Material Contractthereunder, except in each case for those violations, acts (such breaches or failures to act) and defaults whichas would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect. None of SPPR or its Affiliates has given or received from any third party any written notice of any action or intent to terminate or amend in any material respect any Material Contract.

Material Contracts. (a) Except (iSchedule 4.19(a) as filed as of the Company Disclosure Letter, together with the lists of exhibits to contained in the Company SEC Documents, (ii) for this Agreement sets forth a true and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Planscomplete list, as of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contractof: (i) that is a each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the Exchange Act); (ii) each contract that is provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties (other than Oil and Gas Properties) with respect to which the ten (10) largest customers of Company reasonably expects that the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements will make annual payments in excess of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)$100,000,000; (iii) each contract that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is constitutes a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) commitment relating to Indebtedness or the disposition or acquisition deferred purchase price of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 property by the Company or any of its Subsidiaries outside (whether incurred, assumed, guaranteed or secured by any asset) in excess of $100,000,000, other than agreements solely between or among the Company and its Subsidiaries; (iv) each contract for lease of personal property or real property (other than Oil and Gas Properties) involving payments in excess of $100,000,000 in any calendar year or over the life of the ordinary course contract that are not terminable without penalty or other liability to the Company (other than any ongoing obligation pursuant to such contract that is not caused by any such termination) within sixty (60) days, other than contracts related to drilling rigs; (v) each contract that is a non-competition contract or other contract that (A) purports to limit in any material respect either the type of business pursuant to in which the Company or its Subsidiaries have material continuing obligations; (viior, after the Effective Time, Parent or its Subsidiaries) containing (A) a covenant may engage or other provision limiting the manner or locations in which any of them may so engage in any business (including any contract containing any area of mutual interest, joint bidding area, joint acquisition area, or non-compete or similar type of provision), (B) could require the disposition of any material respect the ability assets or line of business of the Company or any Subsidiary of its Subsidiaries (or, after the Company to compete Effective Time, Parent or engage in any line of business its Subsidiaries) or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal prohibits or right of first offer or similar right that limits the ability rights of the Company or any of its Subsidiaries to make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets; (vi) each contract involving the pending acquisition or sale of (or option to purchase or sell, transfer, pledge or otherwise dispose ) any material amount of assets, rights the assets or properties of the Company, taken as a whole, other than contracts involving the acquisition or sale of (or option to purchase or sell) Hydrocarbons in the Ordinary Course; (vii) each material partnership, joint venture or limited liability company agreement, other than any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of the Company; (viii) each joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar contract requiring the Company or any of its Subsidiaries to make expenditures from and after January 1, 2020 that would reasonably be expected to be in excess of $100,000,000 in the aggregate, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (ix) any contract (A) that provides for the sale by the Company or any of its Subsidiaries of Hydrocarbons (1) in excess of 20,000 barrels of oil equivalent of Hydrocarbons per day over a period of one month (calculated on a yearly average basis) or (D2) for a minimum purchaseterm greater than ten (10) years or (B) which the Company reasonably expects that it will make aggregate payments in excess of $100,000,000 in any of the next three succeeding fiscal years or over the life of the contract that, in the case of (A) or (B), (x) has a remaining term of greater than sixty (60) days and does not allow the Company or such Subsidiary to terminate it without penalty to the Company or such Subsidiary within 60 days and (y) provides for a “take-or-pay” clause or any similar prepayment obligation and acreage dedication, minimum volumevolume commitments or capacity reservation fees to a gathering, transportation or other arrangement downstream of the wellhead, that cover, guaranty or commit volumes; (x) each collective bargaining agreement to which the Company is a party or is subject; (xi) each agreement under which the Company or any of its Subsidiaries has advanced or loaned any amount of money to any of its officers, directors, employees or consultants, in each case with a principal amount in excess of $120,000; (xii) each contract for any Company Related Party Transaction; or (xiii) each agreement that contains any “earnoutmost favored nation” or most favored customer provision, call or put option, preferential right or rights of first or last offer, negotiation or refusal, in each case other contingent, deferred or fixed payment obligation than those contained in (A) any agreement in which such provision is solely for the benefit of the Company and or any of its Subsidiaries, (B) customary royalty pricing provisions in each caseOil and Gas Leases or (C) customary preferential rights in joint operating agreements, that unit agreements or participation agreements affecting the business or the Oil and Gas Properties of the Company or any of its Subsidiaries, to which the Company or any of its Subsidiaries or any of their respective Affiliates is subject, and is material to the business of the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of Collectively, the type described above in Section 4.15(a), whether or not contracts set forth in Section 4.15(a4.19(a) are herein referred to as the “Company Contracts.” A complete and correct copy of each of the Company Disclosure ScheduleContracts has been made available to Parent. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their termslegal, all of the Material Contracts are (A) valid valid, binding and binding enforceable in accordance with its terms on the Company or the applicable Subsidiary and each of the Company, as the case may be, its Subsidiaries that is a party thereto and, to the Knowledge knowledge of the Company, each other party thereto, and (B) is in full force and effect, except (i) subject, as may be limited by bankruptcyto enforceability, insolvency, moratorium and other similar Applicable Law affecting creditorsto Creditors’ rights generally and by general principles of equity and (ii) Rights. Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither , neither the Company nor any Subsidiary of the its Subsidiaries is in breach or default under any Company has, andContract nor, to the Knowledge knowledge of the Company, none of the is any other parties thereto have, violated party to any provision of, such Company Contract in breach or committed or failed to perform any act underdefault thereunder, and no event or condition exists, which (has occurred that with or without notice, the lapse of time or both) the giving of notice or both would constitute a breach default thereunder by the Company or its Subsidiaries, or, to the knowledge of or default underthe Company, any other party thereto. There are no disputes pending or, to the provisions knowledge of the Company, threatened with respect to any Company Contract and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any Material other party to any Company Contract to terminate for default, convenience or otherwise any Company Contract, except nor to the knowledge of the Company, is any such party threatening to do so, in each case for those violations, acts (except as has not had or failures would not reasonably be expected to act) and defaults whichhave, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except (i) as This Agreement, the Company Benefit Plans, the Contracts filed with the SEC as exhibits to the Company Filed SEC Documents, and those Contracts listed in Section 4.19 of the Company Disclosure Letter (iisuch contracts, collectively, the “Company Material Contracts”) for this Agreement and constitute all of each of the other agreements entered into in connection with following Contracts, whether written or oral (without duplication), that the transactions contemplated hereby and (iii) for Company Employee Plans, or any of its Subsidiaries is a party to or bound by as of the date hereof, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract: : (i) that is a any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); SEC) of the Company; (ii) that is any employment, severance or consulting Contract or offer letter with the ten (10) largest customers an employee or former employee, officer or director of the Company and its Subsidiaries during or any Subsidiary of the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements Company that will require the payment of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to amounts by the Company or its Subsidiaries); any Subsidiary of the Company, as applicable, after the date hereof in excess of $200,000 per annum, other than those employment agreements, offer letters and/or employment contracts that are terminable at-will by the Company or a Subsidiary, as applicable, on no more than one month’s notice or the minimum required notice period under applicable law; (iii) that is any collective bargaining Contract, or any other agreement or work rule or practice with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31any labor union, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders labor organization or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); works council; (iv) that is a Government Contract; (v) evidencing a any Contract for capital expenditure for expenditures or the acquisition or construction of fixed assets which requires aggregate future payments are required in excess of $5,000,000; ; (viv) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) Contract containing (A) a covenant or other provision limiting in any material respect the ability covenants of the Company or any Subsidiary of the Company to compete indemnify or engage hold harmless another Person or group of Persons, unless such indemnification or hold harmless obligation to such Person, or group of Persons, as the case may be, would not reasonably be expected to exceed a maximum of $2,000,000; (vi) any Contract that limits or purports to limit, in any line of business or to compete with any Person in any geographic areamaterial respect, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries or Affiliates (including, following the Merger, Parent or any of its Subsidiaries or Affiliates, including the Surviving Corporation) to sellengage in any line of business or compete with or obtain products, transfercommodities or services in any geographic area; (vii) any license, pledge royalty Contract or other Contract with respect to Intellectual Property which, pursuant to the terms thereof, requires payments by the Company or any Subsidiary of the Company in excess of $500,000 per annum; (viii) any Contract pursuant to which the Company or any Subsidiary of the Company has entered into a partnership or joint venture with any other Person; (ix) any indenture, mortgage, loan, guarantee or credit Contract under which the Company or any Subsidiary of the Company has outstanding indebtedness or any outstanding note, bond, indenture or other evidence of indebtedness for borrowed money or otherwise dispose or any guaranteed indebtedness for money borrowed by others, in each case, for or guaranteeing an amount in excess of assets$5,000,000, rights other than any such indebtedness between the Company (whether as creditor or properties debtor) and any wholly owned Subsidiary of the Company or between any wholly owned Subsidiaries of the Company; (x) any Contract under which the Company or any Subsidiary of the Company is (A) a lessee of real property, (B) a lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by a third Person, (C) a lessor of real property, or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation lessor of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of tangible personal property owned by the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance case which requires annual payments in excess of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); $500,000; (ixxi) any hedging, swap, derivative, or similar Contract; (x) that is Contract other than a license (or a covenant, consent or other rights in or to use Intellectual Property) granted Company Benefit Plan which requires payments by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, 500,000 per annum containing “change of control” or similar provisions; (xii) all sole source or material limited source supply agreements; (xiii) any Contract (other than non-exclusive licenses granted to customers Contracts of the type described in the ordinary course of business, and/or subclauses (Ci) through (xii) above) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (involves aggregate payments by or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company 500,000 per annum; and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves any Contract the termination or breach of which, or the failure to obtain consent in connection with the transactions contemplated hereby in respect of which, would have or reasonably be expected to have, individually or in the aggregate, a material joint venture, profit sharing, partnership Company Material Adverse Effect. The Company has delivered or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries made available to pay consideration of more than $1,000,000 after Parent prior to the date of this Agreement or (z) that subjects the complete and correct copies of each Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities Material Contract listed in Section 4.19 of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned SubsidiariesDisclosure Letter. (b) (i) Each Company Material Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary and any of the Company, as the case may be, and, its Subsidiaries to the Knowledge of the Company, each other extent such Subsidiary is a party thereto, as applicable, and (B) in full force and effect, except (i) as may where the failure to be limited by bankruptcyvalid, insolvencybinding and in full force and effect, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, either individually or in the aggregate, would not have or reasonably be expected to have a Company Material Adverse Effect. Neither , (ii) the Company nor any Subsidiary and each of the its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violationswhere such noncompliance, acts (or failures to act) and defaults which, either individually or in the aggregate, would not have or reasonably be expected to have a Company Material Adverse Effect andEffect, as of February 1, 2021, to the Knowledge of the Company, and (iii) neither the Company nor any Subsidiary of the Company its Subsidiaries has received written notice of any the existence of any, and to the knowledge of the foregoing. To Company there exits no, event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the Knowledge part of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that its Subsidiaries under any such counterparty presently engages Company Material Contract, except where such default, either individually or in or presently conducts with the Company and its Subsidiaries other thanaggregate, in each case, as would not have or reasonably be expected to have a Company Material Adverse Effect.

Material Contracts. (a) Except (i) as for this Agreement, the Contracts filed as exhibits to the Company SEC DocumentsReports, (ii) for this Agreement and the other agreements entered into Contracts listed in connection with Subsections (i) through (xx) of Section 3.16(a) of the transactions contemplated hereby and (iii) for Company Employee PlansDisclosure Schedule, as of the date hereof, neither the Company nor any Subsidiary none of the Company is a party to or is bound by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside is a party to or bound by the following Contracts: (i) any Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract relating to the formation, creation, operation, management or control of any Subsidiary of the Company or any other partnership, joint venture, strategic collaboration, global affiliation or business cooperation, limited liability company or similar arrangement; (iii) any Contract involving a loan (other than accounts receivable from trade debtors in the ordinary course of business pursuant business) or advance to which (other than travel and entertainment allowances to the employees of the Company and any of its Subsidiaries extended in the ordinary course of business), or investment in, any person or any Contract relating to the making of any such loan, advance or investment for more than US$5,000,000; (iv) any Contract involving Indebtedness of the Company or any of its Subsidiaries have material continuing obligationsof more than US$5,000,000; (v) any Contract (including so called take-or-pay or keep-well agreements) under which any person (other than the Company or any of its Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of its Subsidiaries of more than US$5,000,000; (vi) any Contract granting or evidencing a Lien on any properties or assets of the Company or any of its Subsidiaries with value of more than US$5,000,000, other than a Permitted Encumbrances; (vii) containing any management service, consulting, financial advisory or any other similar type Contract and all Contracts with investment or commercial banks; (Aviii) any Contract for the acquisition, disposition, sale, transfer or lease (including leases in connection with financing transactions) of properties or assets of the Company or any of its Subsidiaries that have a covenant fair market value or purchase price of more than US$5,000,000 (by merger, purchase or sale of assets or stock or otherwise) entered into since December 31, 2014 or, if prior to that date, have representations, warranties or indemnities that remain in effect or as to which claims are pending; (ix) any Contracts involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other provision limiting dispute with amount in controversy greater than US$5,000,000; (x) any Contract involving a standstill or similar arrangement; (xi) 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 Subsidiary of the Company its Subsidiaries to compete or engage in any line of business or to compete with any Person in any geographic area, industry or line of business; (xii) any Contract for the employment of any senior executive officer; (xiii) any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any person or assets that have a fair market value or purchase price of more than US$5,000,000; (xiv) any Contract (other than Contracts granting Company Options, or Company RSs) giving the other party the right to terminate such Contract as a result of this Agreement or the consummation of the Transactions, including the Merger, where (A) such Contract requires any customary employee non-solicitation payment in excess of US$5,000,000 to be made by the Company or no-hire clauses entered into any of its Subsidiaries in any calendar year or (B) the ordinary course value of businessthe outstanding receivables due to the Company and its Subsidiaries under such Contract is in excess of US$5,000,000 in any calendar year; (xv) 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) “most favored nation”, “exclusivity” or similar provisions, (C) a right pledging of first refusal or right of first offer or similar right that limits the ability share capital of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) issuance of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which guarantee by the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024Subsidiaries; (xivxvi) that is any Contract providing for (A) a settlementlicense, conciliation covenant not to s▇▇ or similar Contract (x) with other right granted by any Governmental Authority entered into since February 1, 2021, (y) which would require Third Party under any Intellectual Property to the Company or any of its Subsidiaries Subsidiaries, (B) a license, covenant not to pay consideration of more than $1,000,000 after the date of this Agreement s▇▇ or (z) that subjects other right granted by the Company or any of its Subsidiaries to any material ongoing requirements or restrictions Third Party under any Intellectual Property, (other than ordinary course confidentiality requirements or restrictions); (xvC) an indemnity of any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of person by the Company or any of its Subsidiaries against any charge of infringement, misappropriation, unauthorized use or relating to dispositionviolation of any Intellectual Property right, voting or dividends with respect (D) any royalty, fee or other amount payable by the Company or any of its Subsidiaries to any equity securities person by reason of the ownership, use, sale or disposition of Intellectual Property, in each case of clauses (A) through (D), other than agreements for off-the-shelf Software and such Contracts that are not material to business of the Group Companies, taken as a whole, and in each case of clauses (C) and (D), other than Contracts entered into by the Company and its Subsidiaries in the ordinary course of business; (xvii) any Contract granting rights in respect of exclusivity, “most favored nation” or similar rights; (xviii) any Contract between or among the Company or any of its Subsidiaries; or, on the one hand, and any of their respective Affiliates (other than the Company or any of its Subsidiaries), on the other hand, that involves payments of more than US$5,000,000 in any one year; (xvixix) is each Control Agreement and any other 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 affiliate “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 Person Subsidiary of the Company; (xx) any Contract between the Company or any of its Subsidiaries and any director or executive officer of the Company or any person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act (including those that would be required to be disclosed under Item 404 if the Form 20-F were filed as of Regulation S-K promulgated under the Exchange Actdate hereof); or (xxi) any other Contract which, other than any if terminated, could reasonably be expected to result in a Company Material Adverse Effect. Each such Contract solely among described in clauses (i) to (xxi) and each such Contract that would be a Material Contract if it had not been filed as an exhibit to the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, SEC Reports is referred to herein as a “Material Contract.” ” (b) Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would notnot have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither : (i) each Material Contract is a legal, valid and binding obligation of a Group Company, as applicable, in full force and effect and enforceable against such Group Company in accordance with its terms, subject to the Company nor any Subsidiary Bankruptcy and Equity Exception; (ii) to the knowledge of the Company, each Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy and Equity Exception; (iii) no Group Company has, and, to the Knowledge knowledge of the Company, none of the other parties thereto haveno counterparty, violated any provision is or is alleged to be in breach or violation of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts ; (or failures to activ) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge knowledge of the Company, no person intends to terminate any Material Contract; and (v) neither the Company execution of this Agreement nor the consummation of any Subsidiary of the Company has received written notice of Transaction shall constitute a default under, give rise to cancellation rights under, or otherwise adversely affect any of the foregoing. To the Knowledge rights of the Company, since February 1, 2021, no counterparty to any Group Company under any Material Contract Contract. The Company has (A) canceled furnished or otherwise terminatedmade available to Parent true and complete copies of all Material Contracts, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or including any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectamendments thereto.

Material Contracts. (a) Except (i) Except as filed as exhibits to set forth in Schedule 5.1(j)(i) of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansDisclosure Letter, as of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company its Subsidiaries is a party to or is bound by any Contractby: (iA) any lease of real or personal property providing for annual rentals of $15,000,000 or more; (B) any agreement or agreements involving more than $5,000,000 individually or $10,000,000 in the aggregate to acquire (I) a License, or an interest in an entity holding a License, that is upon acquisition by the Company would become a “Communications License or (II) any interest in an entity that holds a License that upon acquisition of such entity by the Company would become a Foreign License; (C) any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture material contract” to the Company or any of its Subsidiaries or in which the Company or any of its Subsidiaries owns any interest valued at more than $10,000,000 without regard to percentage voting or economic interest (unless pursuant to such agreement or arrangement the Company and its Subsidiaries do not have a future funding obligation reasonably likely to require funding of more than $15,000,000 in the aggregate); (D) any Contract (other than among direct or indirect wholly-owned Subsidiaries of the Company) relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000,000; (E) any Contract required to be filed as such term is defined in an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K of under the Exchange Securities Act); (iiF) any non-competition Contract or other Contract that is with (I) purports to limit in any material respect either the ten type of business in which the Company or its Subsidiaries (10or, after the Effective Time, Parent or its Affiliates) largest customers may engage or the manner or locations in which any of them may so engage in any business or (II) could require the disposition of any material assets or line of business of the Company and or its Subsidiaries during or, after the fiscal year ended January 31Effective Time, 2024 Parent or its Affiliates; (as determined based on revenue received from such customers during such time periodG) any Contract (excluding other than (I) a Contract with respect to compensation or similar arrangements not involving a director of the Company or one of the Section 16 Officers and (II) any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices Contract entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by between the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company and any director or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability officer of the Company or any Subsidiary Person beneficially owning, as of the Company to compete date hereof, five percent or engage in more of the outstanding Shares; (H) any line of business or to compete with any Person in any geographic areaContract that contains a put, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer call or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess could be required to purchase or sell, as applicable, any equity interests of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) any Person or assets that is have a settlement, conciliation fair market value or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration purchase price of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions);25,000,000; and (xvI) any stockholders’ agreementother Contract or group of Contracts with a single counterparty that, proxy, voting trust agreement if terminated or registration rights agreement or similar agreements, arrangements or commitments relating subject to a default by any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would notwould, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect. Neither Effect (the Company nor any Subsidiary Contracts described in clauses (A) – (I), together with all exhibits and schedules to such Contracts, being the “Material Contracts”). (ii) A true and complete copy of each Material Contract has previously been delivered or made available to Parent (subject to applicable confidentiality restrictions) and each such Contract is a valid and binding agreement of the Company hasor one of its Subsidiaries, and, to as the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act undercase may be, and no event or condition existsis in full force and effect, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of its Subsidiaries nor, to the knowledge of the Company has received written notice of any of the foregoing. To the Knowledge officers of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled other party thereto is in material default or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with breach under the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount terms of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectContract.

Material Contracts. (a) Except (i) as filed as exhibits to Section 3.17 of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, Seller Disclosure Schedule sets forth as of the date hereof, neither the Company nor any Subsidiary of this Agreement a true and complete list of the Company following Contracts (other than purchase orders and invoices, Benefit Plans and Compensation Agreements) to which any of the Transferred Entities is a party to or is bound by any Contract:(the “Material Contracts”): (i) that is a “material contract” (as such Contracts involving payments by the Transferred Entities of more than $250,000 per year or $2,000,000 over the term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act)Contract, or having a term of more than four (4) years and not terminable within 180 days; (ii) that is with Contracts requiring the ten (10) largest customers Transferred Entities to provide more than $250,000 of services per year or $2,000,000 of services over the term of the Company Contract, or that are anticipated to generate, individually, revenue for any Transferred Entity of more than $1,000,000 in 2022 or 2023; (iii) any Contract containing any future capital expenditure obligations of the Transferred Entities (or otherwise relating to the Business) in excess of $250,000; (iv) Contracts evidencing Indebtedness for borrowed money of any Transferred Entity with a principal amount greater than $1,000,000; (v) Contracts requiring any Transferred Entity to pay, perform, discharge or otherwise guarantee any Indebtedness of any other Person (other than a Transferred Entity) with a principal amount greater than $1,000,000; (vi) any joint venture, partnership or other similar agreement involving co-investment between any Transferred Entity and its Subsidiaries during a third party; (vii) Contracts for the fiscal year ended January 31sale, 2024 (as determined based on revenue received from such customers during such time period) (excluding transfer or other disposition of any non-disclosure agreementsassets of any Transferred Entity involving payments of more than $1,000,000, data processing agreements, purchase orders or statements other than sales of work or invoices entered into inventory in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)business consistent with past practice; (iiiviii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) Contract relating to the acquisition or disposition or acquisition of any businessbusiness (whether by merger, equitysale of stock, sale of assets or otherwise) under which the Transferred Entities have a continuing obligation with respect to an “earn out,” contingent purchase price, or all similar contingent payment obligation that is reasonably expected to be $250,000 or substantially all of the assets of any Person for aggregate consideration greater in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations;amount; and (viiix) any Contract containing (A) a covenant covenants that would restrict or other provision limiting limit in any material respect the ability of the Company or any Subsidiary of Transferred Entities after the Company Closing to compete or engage in any line of business the Business or compete with respect to compete the Business with any Person or in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Sellers have made available to Purchaser true, correct and complete copies of each Material Contract and all amendments related thereto. Each Material Contract of the type described above in Section 4.15(a)is a legal, whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or obligation of the applicable Subsidiary of the Company, as the case may beTransferred Entities, and, to the Knowledge knowledge of the CompanySellers, of each other party counterparty thereto, and (B) is in full force and effect, and no Transferred Entity, or, to the knowledge of Sellers, other party thereto is in breach of, or in default under, any such Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by any of the Transferred Entities, or, to the knowledge of Sellers, any other party thereto, except (i) as may for such failures to be limited by bankruptcyvalid, insolvencybinding or in full force and effect and such breaches, moratorium defaults or events that have not had and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except (i) as filed as exhibits to Neither the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection nor any of its Subsidiaries is a party to any Contract required to have been filed with the transactions contemplated hereby and SEC by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act that has not been so filed. (iiib) for Section 2.7(b) of the Company Employee PlansDisclosure Schedule lists, as of the date hereofof this Agreement, neither the following types of contracts and agreements to which the Company nor or any Subsidiary of its Subsidiaries is a party (such contracts and agreements as are required to be set forth on Section 2.7(b) of the Company is a party to or is bound by any Contract:Disclosure Schedule being the “Material Contracts”): (i) that each contract and agreement (A) with consideration paid or payable to the Company or any of its Subsidiaries of more than $100,000, in the aggregate, and (B) with suppliers to the Company or any of its Subsidiaries for expenditures paid or payable by the Company or any of its Subsidiaries of more than $100,000, in the aggregate, in each case over the twelve (12)-month period ending December 31, 2022; (ii) each Advisory Contract or other investment advisory, asset management or similar agreements entered into by the Company and its Subsidiaries, providing for revenues in excess of $100,000 per annum; (iii) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the Company or any of its Subsidiaries is a party that are material to the business of the Company; (iv) all Service Agreements and management contracts, including any contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any of its Subsidiaries or income or revenues related to any Product of the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party; (v) all Contracts providing for the development of any software or Intellectual Property Rights, independently or jointly, either by or for the Company or any of its Subsidiaries (other than employee invention assignment agreements and consulting agreements with authors on the Company’s or any of its Subsidiaries’ standard form of agreement); (vi) all Contracts evidencing Indebtedness with a principal amount, or involving obligations, in excess of $100,000; (vii) all partnership, joint venture, property management, profit sharing, carry interest or similar Contracts; (viii) all Contracts with any Governmental Authority to which the Company or any of its Subsidiaries is a party, other than any Company Permits; (ix) all Contracts that limit, or purport to limit, the ability of the Company or any of its Subsidiaries 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; (x) all Contracts that result in any person or entity holding a power of attorney from the Company or any of its Subsidiaries that relates to the Company and its Subsidiaries or their respective businesses; (xi) all leases or master leases of personal property reasonably likely to result in annual payments of $50,000 or more in a twelve (12)-month period; (xii) Contracts which involve the license or grant of rights to Company Owned IP by the Company or any of its Subsidiaries, but excluding any nonexclusive licenses (or sublicenses) of Company Owned IP granted to the Company’s clients in the ordinary course of business that are substantially in the same form as the Company’s or its Subsidiaries’ standard form Advisory Contracts as have been provided to Purchaser; and (xiii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the Exchange Securities Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, contract that is material to the Company and its Subsidiaries, taken as a whole;. (viiii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that Each Material Contract is a license (or a covenantlegal, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company valid and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities binding obligation of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, party thereto and, to the Knowledge of the Company, each is enforceable in accordance with its terms against the other party parties thereto, there are no grounds for termination, rescission or repudiation of any Material Contract, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither neither the Company nor any Subsidiary of its Subsidiaries is in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the Company has, and, other party; (ii) to the Knowledge of the Company, none of the no other parties thereto have, violated any provision party is in material breach or violation of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or material default under, the provisions of any Material Contract; and (iii) the Company or any of its Subsidiaries have not received any written, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor oral claim of default under any Subsidiary of the such Material Contract. The Company has received written notice furnished or made available to Purchaser true and complete copies of all Material Contracts without redaction, including amendments thereto that are material in nature. The Company is not renegotiating or offering to renegotiate any of the foregoing. To the Knowledge of Contract with a Top Customer in a way that would be materially adverse to the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except (i) as filed as exhibits to set forth in Section 3.13 of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansDisclosure Schedule, as of the date hereof, neither there are no Contracts included in the Company nor any Subsidiary of the Company is a party to or is bound by any Contract: Purchased Assets (i) containing covenants that is limit or purport to limit the ability of a “material contract” (as such term is defined Seller or Transferred Entity to compete in Item 601(b)(10) any line of Regulation S-K business or with any Person, industry or geographical area or during any period of time, that relates to the Exchange Act); Business; (ii) which expressly creates a partnership or joint venture or similar arrangement that is with relates to the ten (10) largest customers operation of the Company Business; (iii) for the sale or exclusive license of any material assets of the Business other than Inventory or Products or for the furnishing of services by a Seller or Transferred Entity other than in the ordinary course of business consistent with past practice; (iv) which is a collective bargaining agreement, employee association agreement or other agreement with any labor union, employee representative group, works council or similar collection of employees; (v) between or among a Seller or Transferred Entity, on the one hand, and its Subsidiaries during one or more Affiliates of a Seller (other than another Seller or Transferred Entity), on the other hand; (vi) under which the Business has made payments in excess of $2,000,000 in the last fiscal year ended January 31, 2024 or anticipate making payments in excess of $2,000,000 in the current fiscal year (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, other than purchase orders or statements invoices entered into in the ordinary course of work business and ordinary course trade payables and trade receivables negotiated on an arms’ length basis); (vii) involves the sale, development, use or license of any Intellectual Property that is primarily used in the conduct of and material to the Business other than non-exclusive licenses entered into in the ordinary course of business; (viii) under which the Business received payments in excess of $2,000,000 in the last fiscal year or anticipates receiving payments in excess of $2,000,000 in the current fiscal year (other than sales orders or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid ); or payable (ix) containing any “take-or-pay” or “requirements” provision requiring any Seller (relating to the Company Business) or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost any Transferred Entity to make a minimum payment for or purchase a minimum quantity of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreementsfrom third party suppliers irrespective of usage, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar except for Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); under this clause (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in which require payments by or to use Intellectual Property) granted by the Company or any Subsidiary Business of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more less than $1,000,000 after the date of this Agreement or per annum. Each such contract described in clauses (zi)-(ix) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all ” (b) As of the date hereof (i) Each Seller and Transferred Entity is not in material breach of or default under any Material Contracts are (A) valid and binding on the Company Contract to which such Seller or the applicable Subsidiary of the Company, as the case may be, Transferred Entity is a party and, to the Knowledge of the CompanyHoneywell, each no other party theretoto any Material Contract is in breach thereof or default thereunder, (ii) o the Knowledge of Honeywell, neither any Seller nor any Transferred Entity has received any written notice or claim of material default under any Material Contract or, as of the date of this Agreement, any written notice of an intention to terminate or challenge the validity or enforceability of any Material Contract and to the Knowledge of Honeywell, no such action is threatened, and (Biii) to the Knowledge of Honeywell, no event has occurred that, with or without notice or lapse of time or both, would result in full force a material breach or default under any Material Contract by Honeywell. Sellers have Made Available to Purchaser true and effectcomplete copies of each Material Contract, except including all material amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof. Sellers have not posted any surety bond or letter of credit with respect to the Business. (ic) as may be limited by bankruptcy, insolvency, moratorium Each Material Contract is valid and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in binding on the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, applicable Seller and/or Transferred Entity and, to the Knowledge of the CompanySellers, none of on the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, subject to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectEnforceability Exceptions.

Material Contracts. (aExcept pursuant to an acquisition permitted by Section 4.1(d) Except (i) as filed as exhibits or to employment or compensation arrangements with directors and officers, the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of businessshall not, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or shall not permit any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company to, enter into or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant amend or other provision limiting modify in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material manner materially adverse to the Company and its Subsidiaries taken as a whole; whole (xii) that any contract or agreement (A) described in clause (i) and clause (ii) of the definition of “Company Contract”, (B) containing actual or contingent obligations of the Company or its Subsidiaries secured by a lien (other than Permitted Encumbrances) in excess of $15.0 million (except as otherwise permitted by Section 4.1(l)) (C) pursuant to which the Company or any of its Subsidiaries is a license (or a covenantburdened from continuing indemnification, consent “earn out” or other rights contingent payment obligations that in each case would reasonably be expected to result in payments in excess of $5.0 million (provided, that nothing in this clause (i)(C) shall prohibit entering into customer agreements and supply agreements in the ordinary course of business consistent with past practice) or to use Intellectual Property(D) of Third Party Rights granted to under which the Company or any Subsidiary of the Company (A) on is the landlord, tenant, subtenant or occupant with respect to real property that has an exclusive basisaggregate value, (B) on a non-exclusive basis, if pursuant or involves payment by or to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of more than $1,000,000 during the fiscal year ended January 3125.0 million or (ii) any supply or sales agreement that has an aggregate value, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require involves payment by or to the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement 75.0 million on an annual basis or (z) that subjects has an aggregate value, or involves payment by or to the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other of more than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ $150.0 million for the duration of the agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(aexcept for renewal(s), whether made following reasonable advance notice to Parent, on substantially similar terms of existing contracts or not set forth in Section 4.15(a) replacements of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding existing contracts with new counterparties on the Company or the applicable Subsidiary of the Company, as the case may be, and, substantially similar terms to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectexisting contract being replaced.

Material Contracts. (a) Except (i) as filed as exhibits to As of the Company SEC Documentsdate of this Agreement, (ii) except for this Agreement and or the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Benefit Plans, as of the date hereof, neither the Company nor any Subsidiary of the Company its Subsidiaries is a party to or bound by: (A) any Contract relating to indebtedness for borrowed money or any financial guaranty in excess of $100,000; (B) any Contract that limits the ability of the Company or any of its Subsidiaries to compete in any business line or 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 other derivative financial instrument; (D) any Contract that involved expenditures or guaranteed receipts by the Company or any of its Subsidiaries of more than $2 million in the last fiscal year or is bound expected to involve expenditures or guaranteed receipts by the Company or any of its Subsidiaries of more than $2 million in the next fiscal year; (E) any Contract that involved, since January 1, 2004, 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 assets in the ordinary course of business, including acquisitions and dispositions of inventory); (F) any Contract that by its terms limits the payment of dividends or other distributions by the Company or any of its Subsidiaries; (G) any material joint venture or partnership Contract: ; (iH) any Contract that is purports to limit the ability of the Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business; and (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 Exchange ActSEC (all contracts of the type described in this Section 4.19(a) (being referred to herein as “Company Material Contracts”);. (iib) that is with the ten (10Section 4.19(b) largest customers of the Company Disclosure Schedule sets forth a true and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors complete list of the Company Material Contracts. True, correct and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost complete copies have been made available to Parent of goods and services paid all Company Material Contracts to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during is a party; provided, however, that the fiscal year ended January 31Company need not provide to Parent any Company Material Contracts or portions thereof that contain confidentiality provisions or are otherwise subject to restrictions on disclosure including, 2024;without limitation, restrictions relating to security clearance. (xivc) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require Neither the Company or nor any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities Subsidiary of the Company or any of its Subsidiaries or relating nor, to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary knowledge of the Company, any other party, is in material breach of or material default under the terms of any Contract that would qualify as a Company Material Contract pursuant to Section 4.19(a)(A), (C), (D), (G) or (I) (each, a “Specified Contract”). Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the case may be, andCompany nor any Subsidiary of the Company nor, to the Knowledge knowledge of the Company, each any other party theretoparty, and (B) is in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles material breach of equity and (ii) or material default under the terms of any Company Material Contract that is not a Specified Contract. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither be material to the Company nor any Subsidiary of the Company hasand its Subsidiaries, taken as a whole, each Specified Contract, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, as would not reasonably be expected to have a Company Material Adverse Effect Effect, each Company Material Contract that is not a Specified Contract or a Contract of the type referred to in Section 4.19(a)(B) or (H), is a valid and binding obligation of the Company or the Subsidiary of the Company which is party thereto and, as of February 1, 2021, to the Knowledge knowledge of the Company, neither of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Company nor any Subsidiary discretion of the Company has received written notice of court before which any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably proceeding therefor may be expected to have a Material Adverse Effectbrought.

Material Contracts. (a) Except Subsections (i) as filed as exhibits to through (x) of Section 3.16(a) of the Company SEC DocumentsDisclosure Schedule list the following types of Contracts, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor arrangements or understandings to which any Subsidiary of the Group Company is a party to or is bound by other than any Contract: (i) such Contract that is a “material contract” Company Employee Plan or Company Employee Agreement (such Contracts as such term is defined are required to be set forth in Item 601(b)(10Section 3.16(a) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during Disclosure Schedule being the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business“Material Contracts”), and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability none of the Company or any of its Subsidiaries is a party to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (Dbound by any Material Contracts not listed in Section 3.16(a) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its SubsidiariesDisclosure Schedule: (i) each Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) each Contract that is expected, as of the date hereof, by the Company to involve consideration of more than US$500,000, in each casethe aggregate, that is material over the remaining term of such Contract; (iii) all Contracts relating to any credit, loan or facility arrangement, guarantee or other security arrangement, or Indebtedness (whether or not incurred, assumed, guaranteed or secured by any asset of any Group Company) in excess of US$500,000, other than any such Contracts solely between any Group Companies; (iv) all joint venture contracts, strategic cooperation or partnership arrangements, or other agreements involving a sharing of profits, losses, costs or liabilities by any Group Company; (v) all Contracts relating to the purchase or sale of any shares or securities of, or other equity interests in, any Group Company and its Subsidiariesother than Company Equity Awards; (vi) all Contracts that limit, taken as a wholeor purport to limit, in any material respect, the ability of any Group 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; (vii) all Contracts involving any directors, executive officers or shareholders of the Company holding more than 5% of the share capital of the Company, required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act; (viii) relating all Contracts providing for any change of control payment or similar payments to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, Third Party in excess of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company);US$500,000; and (ix) any hedgingall other Contracts, swap, derivative, whether or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers not made in the ordinary course of business, and/or (C) that is otherwise which are material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the any Group Company or any Subsidiary the conduct of its business, or the Company (A) on an exclusive basisabsence of which would, (B) on a non-exclusive basisindividually or in the aggregate, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is have a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned SubsidiariesMaterial Adverse Effect. (b) Each Except as would not have a Company Material Adverse Effect, (i) each Material Contract of the type described above in Section 4.15(a)is a legal, whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on agreement, subject to the Bankruptcy and Equity Exception, and no Group Company is in material breach or violation of, or default under, any Material Contract, (ii) as of the applicable Subsidiary date hereof, no Group Company has received any notice of cancellation of any Material Contract from the other party; (iii) to the Knowledge of the Company, as of the case may bedate hereof, no other party is in material breach or violation of, or default under, any Material Contract; and (iv) as of the date hereof, no Group Company has received any written claim of material default under any such Material Contract and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles no fact or event exists that could give rise to any claim of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or material default under, the provisions of under any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the . The Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship filed with the Company SEC or furnished or made available to Parent true and complete copies of all Material Contracts, including any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectamendments thereto.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documentsset forth on Schedule 2.19(a), (ii) for this Agreement licenses of, and the other agreements entered into with respect to, the items referred to in connection with the transactions contemplated hereby Section 2.17 and (iii) for Company Employee PlansLeases, as of the date hereofto which no representations or warranties are made other than as set forth in Section 2.9, neither the Company nor any Subsidiary of the Company is not a party to or is bound by by, nor are any Contractof its assets affected by, any: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) note, debenture, bond, equipment trust, letter of Regulation S-K credit, indenture loan or other agreement relating to Indebtedness, lending or investing of money or to the Exchange Act)mortgaging or pledging of any of its assets; (ii) that is Contract with the ten a Governmental Authority; (10iii) largest customers guaranty of the Company and its Subsidiaries during the fiscal year ended January 31Indebtedness, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into other than endorsements made for collection in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contractindemnification or other reimbursement obligations in excess of $100,000; (v) evidencing a capital expenditure Contract for which future the purchase of materials, supplies, goods or services that involves or would reasonably be expected to involve (A) annual payments are required in excess by the Company of $5,000,000100,000 or more or (B) aggregate payments by the Company, of $250,000 or more; (vi) relating to the disposition or acquisition of Contracts which prohibit it from freely engaging in any business, equity, or all or substantially all of the assets of activity in any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligationsgeographic region; (vii) containing Contract (A) a covenant or other provision limiting in any material respect for the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee sale by the Company or of its Subsidiaries of the obligations of any Person (in each casematerials, excludingsupplies, for the avoidance of doubtgoods, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedgingservices, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent equipment or other rights in or to use Intellectual Property) granted assets, and that involves a specified annual minimum dollar sales amount by the Company of $100,000 or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basismore, or (B) pursuant to which the Company or any Subsidiary received licensing revenues for payments of more than $100,000 in the fiscal year ended January December 31, 2024 2008 or expects to receive payments of more than $100,000 in excess the years ending December 31, 2009 and December 31, 2010; (viii) Contract that requires the Company to purchase its total requirements of $1,000,000any product or service from a third party or that contains "take or pay" provisions; (ix) employment, consulting, termination or severance Contract, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) any such Contract that is otherwise material terminable at-will by the Company without liability to the Company and its Subsidiaries taken as a wholeCompany; (x) partnership or joint venture Contract; (xi) that is a license (distribution, dealer, representative or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a wholesales agency Contract; (xii) Contract for the lease of personal property that is a provides for payments to or by the Company Real Property Lease with remaining obligations in excess any one case of $1,000,000100,000 or more annually or $500,000 or more over the term of the lease; (xiii) that involves a material joint venture, profit sharing, partnership Contract for any capital expenditure or similar agreement from which the Company or leasehold improvement in any of its Subsidiaries recognized revenues one case in excess of $1,000,000 during 100,000 or in the fiscal year ended January 31, 2024aggregate greater than $250,000; (xiv) Contract that is a settlement, conciliation relates to the acquisition or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any disposition of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements business (whether by merger, sale of stock, sale of assets or restrictions (other than ordinary course confidentiality requirements or restrictionsotherwise); (xv) Collective Bargaining Agreement or other Contract with any stockholders’ agreementlabor organization, proxy, voting trust agreement union or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiariesassociation; or (xvi) is with an affiliate any other Contracts not described above which involve the payment to or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among by the Company and its wholly-owned Subsidiariesof $100,000 or more in any twelve consecutive month period. (b) Each Contract of the type described above in Section 4.15(aExcept as set forth on Schedule 2.19(b), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcyeach contract or commitment listed on Schedule 2.19(a) (the "Material Contracts") is valid, insolvency, moratorium binding and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and enforceable against the Company; (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or is not in material default under, the provisions of under any Material Contract, except in each case for those violationshas performed all material obligations under the Material Contracts required to be performed by it, acts and has not received any claim of default under any Material Contract; and (or failures to actiii) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company Seller has received written notice no knowledge of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty breach or anticipated breach by any other party to any Material Contract Contract. (c) Seller has (A) canceled or otherwise terminated, or threatened in writing made available to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount Buyer true and complete copies of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectContract.

Material Contracts. (ai) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into set forth in connection with the transactions contemplated hereby and (iii) for Company Employee PlansSchedule 8(d), as of the date hereofhereof Seller, neither with respect to the Company nor any Subsidiary of the Company Business, is a not party to or is otherwise bound by any Contractor subject to: 1) any written employment, severance or sales representative contract which contains an obligation (iexcluding commissions) that is a “material to pay more than $100,000 per year; 2) any written consulting contract” (as such term is defined in Item 601(b)(10; 3) of Regulation S-K any real property lease or equipment lease which constitutes part of the Exchange Act)Business or the Assets; (ii4) that is any Contract containing any covenant limiting the freedom of Seller, with the ten (10) largest customers respect of the Company and its Subsidiaries during Business or the fiscal year ended January 31operations of the Business, 2024 (as determined based on revenue received from such customers during such time period) (excluding to engage in any non-disclosure agreements, data processing agreements, purchase orders line of business or statements of work or invoices entered into compete with any Person in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)any geographic area in any material respect; (iii5) that is with any Contract in effect on the ten (10) largest vendors date of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) this Agreement relating to the disposition or acquisition of any business, equitythe assets of, or all any interest in, any business enterprise which relates to the Business other than in the Ordinary Course of Business; 6) any offset agreement entered into in connection with an international sales transaction and relating to any contract that imposes on the Business an obligation to perform that will continue in effect on or substantially all of after the assets Closing Date; 7) any Contract of any Person for kind that (i) requires a payment by any party in excess of, or a series of payments which in the aggregate consideration exceed, $100,000, (ii) has a term, or requires the performance of any obligations by any party over a period, in excess of $5,000,000 by the Company one year, or (iii) involves any of its Subsidiaries outside director, officer or stockholder of the ordinary course of business Seller; 8) any Contract pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability Seller on behalf of the Company Business has made or any Subsidiary of the Company to compete will make loans or engage in any line of business advances, or to compete with any Person in any geographic area, other than any customary employee non-solicitation has or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” will have incurred debts or similar provisions, (C) become a right of first refusal guarantor or right of first offer surety or similar right that limits the ability of the Company or any of pledged its Subsidiaries to sell, transfer, pledge credit on or otherwise dispose become responsible with respect to any undertaking of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiariesanother Person, in each case, that is material in an amount over $100,000 (except for the negotiation or collection of negotiable instruments in transactions in the Ordinary Course of Business); 9) any indenture, loan agreement, note, mortgage, security agreement, lease of real property or personal property or other Contract relating to the Company borrowing of funds, an extension of credit or financing for which the Business is obligated; or 10) any Contract involving a partnership, joint venture or other cooperative undertaking. ii) Except as disclosed in Schedule 8(d), each contract disclosed in Schedule 8(d) is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its Subsidiariesterms (except as limited by applicable bankruptcy, taken as a whole; (viii) insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or evidencing indebtedness for borrowed moneyaffecting creditors’ rights generally, debt securitiesincluding the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers), warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends except with respect to liquidated damages owed by Seller and any equity securities of the Company delays or circumstances in connection therewith, Seller is not in default and has not failed to perform any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may beobligation thereunder, and, to the Knowledge of Seller, there does not exist any event, condition or omission which would constitute a material breach or material default (whether by lapse of time or notice or both) by any other Person, which would give rise to any right of termination. Except as disclosed in Schedule 8(d), as of the Company, each date of this Agreement Seller has not received any written notification from any other Person party thereto, and (Bto any of the Contracts disclosed in Schedule 8(d) in full force and effect, except of a claim of default by Seller. Seller has previously made available to Buyer (i) as may be limited by bankruptcytrue, insolvencyaccurate and complete copies of each document set forth on Schedule 8(d) (collectively, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity the “Identified Contracts”) and (ii) a written description of each oral arrangement so listed on Schedule 8(d). Except as would notset forth on Schedule 8(d), individually or all such Identified Contracts and arrangements have been entered into by Seller in the aggregateOrdinary Course of Business. Except for sales of assets in the Ordinary Course of Business and this Agreement, reasonably be expected to have a Company Material Adverse Effect. Neither the Company neither Seller nor any Subsidiary of its Affiliates has any Contract or arrangement with respect to the sale or other disposition of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, Business or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectAssets.

Material Contracts. (a) Except (ifor this Agreement, the Company Benefit Plans set forth on Section 3.9(a) as of the Company Disclosure Schedule and the agreements filed as exhibits to the Company SEC Documents, (ii) for this Agreement Documents and except as set forth on Section 3.20 of the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansDisclosure Schedule, as of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company its Subsidiaries is a party to or is bound by any Contractby: (i) that is a any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange ActSEC); (ii) any Contract that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant imposes any express restriction on the right or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sellcompete with any other person or acquire or dispose of the securities of another person (other than any agreement related to a Company Takeover Proposal or that contains provisions prohibiting such disclosure), transfer(B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner, other than those contained in the Company Oil and Gas Leases, or (C) contains any minimum volume commitment to which the Company reasonably expects that the Company and its Subsidiaries will be required to make annual payments in excess of $5 million or for longer than one year; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or otherwise dispose other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $30 million, except for any transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries; (iv) any Contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties or (Dother than Company Oil and Gas Interests) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of with respect to which the Company reasonably expects that the Company and its SubsidiariesSubsidiaries will be required to make annual payments in excess of $30 million; (v) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than (A) any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries and (B) any customary joint operating agreements, unit agreements or participation agreements affecting the Company Oil and Gas Interests; (vi) any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than (A) advances for expenses required under customary joint operating agreements, unit agreements, participation agreements and customary advances to operators of the Company Oil and Gas Interests not covered by a joint operating agreement, unit agreement or participation agreement, (B) any loan or capital contribution to, or investment in, the Company or one of its wholly owned Subsidiaries or (C) loans or advances to an officer, director or employee of the Company or any of its Subsidiaries that is less than $100,000 individually to such person and $500,000 in the aggregate; (vii) any contract that provides for the sale by the Company or any of its Subsidiaries of Hydrocarbons (A)(1) in excess of 7,500 barrels of oil equivalent of Hydrocarbons per day over a period of one month (calculated on a yearly average basis) or (2) for a remaining term greater than ten years or (B) which the Company reasonably expects that it will make aggregate payments in excess of $5 million in any of the next three succeeding fiscal years or $10 million over the life of the contract that, in the case of (A) and (B), has a remaining term of greater than 91 days and does not allow the Company or such Subsidiary to terminate it without penalty to the Company or such Subsidiary within 91 days; (viii) any agreement pursuant to which the Company or any of its Subsidiaries has paid amounts associated with any Production Burden in excess of $5 million during the immediately preceding fiscal year or with respect to which the Company reasonably expects that it will make payments associated with any Production Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $5 million per year; (ix) any agreement which is a joint development agreement, exploration agreement or acreage dedication agreement (excluding, in respect of each caseof the foregoing, customary joint operating agreements) that either (A) is material to the operation of the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between B) would reasonably be expected to require the Company and any its Subsidiaries to make expenditures in excess of its wholly$15 million in the aggregate during the 12-owned Subsidiaries or between or among any wholly-owned Subsidiaries of month period following the Company); (ix) any hedging, swap, derivative, or similar Contractdate hereof; (x) any acquisition Contract that is a license (or a covenant, consent contains “earn out” or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property contingent payment obligations (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted asset retirement obligations and plugging and abandonment obligations or customary indemnification obligations), that would reasonably be expected to customers result in payments in respect of such “earn out” or payment obligations after the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which date hereof by the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024;15 million; and (xivxi) that is a settlement, conciliation each contract for lease of personal property or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions real property (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company Oil and Gas Interests) involving payments in excess of $15 million in any calendar year or any aggregate payments in excess of its Subsidiaries $60 million that are not terminable without penalty or relating other liability to disposition, voting or dividends with respect to any equity securities of the Company or (other than any of its Subsidiaries; or (xviongoing obligation pursuant to such contract that is not caused by any such termination) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Actwithin 60 days, other than any Contract solely among the Company and its wholly-owned Subsidiariescontracts related to drilling rigs. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except (i) as filed as exhibits to Section 6.1(A)(t)(i) of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, Allergan Disclosure Schedule sets forth a list as of the date hereof, neither the Company nor any Subsidiary of this Agreement of each of the Company is a party to or is bound by following Contracts (other than any Contract: (iAllergan Benefit Plan) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company Allergan or any of its Subsidiaries outside is a party or by which it is bound (each such Contract required to be so listed, and each of the ordinary course following types of business Contracts (other than any Allergan Benefit Plan) described below to which Allergan or any of its Subsidiaries becomes a party or by which it otherwise becomes bound after the date of this Agreement, an “Allergan Material Contract”): (A) each (i) acquisition or divestiture Contract (including any Contracts pursuant to which any member of the Company Allergan Group has transferred or its Subsidiaries have material continuing obligations; agreed to transfer ownership of any Intellectual Property) and (viiii) containing license (Aincluding any in-license or out-license and any sublicense), collaboration agreement or similar or equivalent Contract, that, in the case of each of clauses (i) and (ii), (x) has a covenant maximum potential value (or which otherwise requires the receipt or making of payments) in excess of $100 million (including pursuant to any “earn-out,” contingent value rights, milestone payments, license fees, royalty payments, development costs or other provision limiting in any material respect the ability of the Company contingent payment or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of businessvalue obligations), (By) “most favored nation”, “exclusivity” or similar provisions, (C) a right involves the issuance of first refusal or right any Equity Securities of first offer or similar right that limits the ability of the Company Allergan or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after following the date of this Agreement or (z) grants to any Person (other than any member of the Allergan Group) any right of first refusal, right of first negotiation, right of first offer, option to purchase, option to license, or any other similar rights with respect to any Allergan Product or any material Intellectual Property of Allergan; (B) any Contract with any Governmental Entity that subjects is material to Allergan and its Subsidiaries, taken as a whole, and involving or that would reasonably be expected to involve payments to or from any Governmental Entity in an amount having a maximum potential value in excess of $100 million; (C) any Contract that (x) limits or purports to limit, in any material respect, the Company freedom of Allergan or any of its Subsidiaries 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 ongoing requirements respect, the freedom of AbbVie or any of its Affiliates to take such actions after the Effective Time, (y) contains exclusivity or “most favored nation” obligations or restrictions (other than ordinary course confidentiality requirements that restrict or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating purport to any equity securities of the Company restrict Allergan or any of its Subsidiaries in any material respect or that would so limit or purport to limit AbbVie or any of its Affiliates after the Effective Time, (z) contains any other provisions materially restricting or purporting to materially restrict the ability of Allergan or any of its Subsidiaries to sell, market, distribute, promote, manufacture, develop, commercialize, test or research any Allergan Products through third parties or that would so limit or purport to limit AbbVie or any of its Affiliates after the Effective Time; (D) any Contract relating to dispositionthird party indebtedness for borrowed money in excess of $100 million (whether incurred, voting assumed, guaranteed or secured by any asset) of Allergan or any of its Subsidiaries; (E) any Contract restricting Allergan or any of its Subsidiaries from (x) the payment of dividends (y) the making of distributions to shareholders or (z) the ability to repurchase or redeem Equity Securities; (F) any joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization, research, development or other similar agreement, which is material to the Allergan Group, taken as a whole; (G) any Contracts or other transactions with any (A) executive officer or director of Allergan, or (B) affiliate (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) or “associates” (or members of any of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such executive officer, director or beneficial owner; (H) any Contract involving the settlement of any Action or threatened Action (or series of related Actions) (A) which (x) will involve payments by Allergan or any of its Subsidiaries after the date hereof, or involved such payments, in excess of $100 million or (y) will impose, or imposed, materially burdensome monitoring or reporting obligations by Allergan or any of its Subsidiaries outside the ordinary course of business or material restrictions on Allergan or any Subsidiary of Allergan (or, following the Completion, on AbbVie or any Subsidiary of AbbVie) or (B) which impose material restrictions on the use of any material Intellectual Property other than, in the case of this clause (B), the granting of non-exclusive licenses or sublicenses or the granting of exclusive licenses in connection with the settlement of ANDA-related litigation in the ordinary course of business; (I) any stockholders, investors rights, registration rights or similar agreements or arrangements with respect to any equity securities the Equity Securities of the Company Allergan or any of its Subsidiaries; orand (xviJ) is with an affiliate or any other Person that would be Contract required to be disclosed under filed by Allergan pursuant to Item 404 601(b)(10) of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries.K. (bii) Each Contract All of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Allergan Material Contracts that have expired or terminated by their termsare, all of subject to the Material Contracts are Equitable Exceptions, (A) valid and binding on the Company obligations of Allergan or the applicable a Subsidiary of the Company, Allergan (as the case may be, ) and, to the Knowledge knowledge of Allergan, each of the Company, each other party parties thereto, and (B) in full force and effecteffect and enforceable in accordance with their respective terms against Allergan or its Subsidiaries (as the case may be) and, to the knowledge of Allergan, each of the other parties thereto, in each case of (A) and (B), except (i) for such Allergan Material Contracts that are terminated after the date of this Agreement in accordance with their respective terms, other than as may a result of a default or breach by Allergan or any of its Subsidiaries of any of the provisions thereof, and except where the failure to be limited by bankruptcy, insolvency, moratorium valid and other similar Applicable Law affecting creditors’ rights generally binding obligations and by general principles of equity in full force and (ii) as effect and enforceable has not had and would notnot reasonably be expected to have, individually or in the aggregate, an Allergan Material Adverse Effect. To the knowledge of Allergan, as of the date hereof, no Person is seeking to terminate or challenging the validity or enforceability of any Allergan Material Contract, except such terminations or challenges which have not had and would not reasonably be expected to have a Company have, individually or in the aggregate, an Allergan Material Adverse Effect. Neither the Company Allergan nor any Subsidiary of its Subsidiaries, nor, as of the Company has, anddate hereof, to the Knowledge knowledge of the CompanyAllergan, none any of the other parties thereto have, has violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach default under any provision of, and as of the date hereof neither Allergan nor any of its Subsidiaries has received written notice that it has violated or default defaulted under, the provisions of any Allergan Material Contract, except in each case for those violations, acts violations and defaults (or failures potential defaults) which have not had and would not reasonably be expected to act) and defaults whichhave, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a an Allergan Material Adverse Effect. Allergan has made available to AbbVie true and complete copies of each Allergan Material Contract as in effect as of the date hereof.

Material Contracts. (a) Except (ias set forth on Schedule 3.7(a) as filed as exhibits to of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansDisclosure Schedule, as of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company no Seller Party is a party to or bound by, and the Acquired Assets are not subject to, any of the following Contracts (in each case below, to the extent that the same relates primarily to, or is bound by any Contract:otherwise necessary to the operation of the Business, the Acquired Assets or the Assumed Liabilities): (i) that is a “material contract” (as such term is defined in Item 601(b)(10) any Contracts for the purchase or sale of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices Inventory entered into in the ordinary course of business, and other similar which either individually or in conjunction with Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of businesssame party, and in connection with the same matter, relate to commitments in excess of $25,000 per annum (including any agreements requiring the payment of any royalties, milestones, minimum purchase payments or other similar Contracts that are ancillary to Contracts pursuant to which cost guarantees made by or on behalf of goods and services is paid or payable by the Company); (ii) any Contracts relating to the purchase, lease or similar arrangement of any machinery, equipment, furniture, fixture or similar property having a value in excess of $25,000; (iii) any Contracts with (A) any director, officer, employee or Affiliate of any Seller Party involving payments in excess of $5,000 per annum (or the equivalent amount in another currency), or (B) to the Knowledge of the Seller Parties, any Affiliate or family member of any of the foregoing involving payments in excess of $5,000 per annum; (iv) any agreement with any independent contractor or similar Contract that (x) involves the payment or receipt of more than $25,000 per annum and (y) is a Government Contractnot terminable within thirty (30) days’ notice or less without penalty, liability or premium; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000any currently effective collective bargaining or union agreements with respect to its employees; (vi) any agreement (A) restricting any Seller Party from engaging, participating, or competing with any other Person, in any line of business, market or geographic area, or to make use of any Intellectual Property Rights; (B) granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of first refusal or rights of first negotiation to any other Person; (C) otherwise limiting the right of any Seller Party to make, use, sell, offer for sale, import, or distribute any Acquired Technology or services related thereto; or (D) any agreement pursuant to which any Seller Party has granted exclusive rights with respect to the Acquired Technology, including any Intellectual Property Rights; (vii) any agreement of guarantee, credit support, assumption or endorsement of, any indebtedness for borrowed money of other Persons; (viii) any line of credit, standby financing, revolving credit or other similar financing arrangement of any sort that is secured by any Acquired Assets; (ix) any agreement relating to any joint venture or partnership arrangement between any Seller Party, on the disposition one hand, and a third party, on the other hand; (x) any leases for real property or acquisition personal property; (xi) any distributorship, customer sales or leasing Contracts under which any Seller Party is currently providing or receiving products or services and involving more than $25,000 per annum; and (xii) any Contract of indemnification or warranty, other than (A) under a Seller Party’s unmodified forms of standard customer/distribution agreements, the forms of which have been made available to the Purchaser or its counsel, or (B) warranties implied by Law; (xiii) any business, equityContract pursuant to which any Seller Party has acquired or divested a business or entity, or all or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase or sale of assets, license or otherwise; (xiv) any Person for aggregate consideration Contract with any Governmental Entity; (xv) any confidentiality, secrecy or non-disclosure Contract in excess of $5,000,000 by the Company effect other than (A) any such Contract entered into with customers or any of its Subsidiaries outside of distributors in the ordinary course of business pursuant to a Seller Party’s standard unmodified form (a copy of which has been made available to the Purchaser or its counsel) and (B) any such Contract entered into in connection with a possible disposition by the Company or its Subsidiaries have material continuing obligationsof the Business, the terms of which prohibit the applicable Seller Party from disclosing the existence of such Contract, the parties thereto and/or the provisions thereof; (viixvi) containing (A) any agreement 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 covenant result of the execution of this Agreement or the consummation of the transactions contemplated hereunder, either alone or in combination with any other provision limiting in any material respect event, which trigger or exercise of rights, consequence, result or effect would materially impair the ability of the Company Purchaser to consummate the transactions hereunder or operate the Business after Closing; and (xvii) any Subsidiary Contracts related to research or development with respect to Acquired Technology. The agreements, documents and instruments set forth on Schedule 3.7(a) of the Company Disclosure Schedule are collectively with the KNE Contracts referred to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) herein as “most favored nationMaterial Contracts”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or . Except as otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(aSchedule 3.7(a) of the Company Disclosure Schedule, is referred true, complete and correct copies of each document or instrument constituting a Material Contract in its complete, current and up-to-date version and true, complete and correct written description of the material terms of any non-written Contract listed on Schedule 3.7(a) of the Company Disclosure Schedule (Material Contracts) have been made available to herein the Purchaser by virtue of having been posted on the electronic data room. (b) Except as a “Material Contract.” Except for Material Contracts that have expired or terminated by their termsset forth on Schedule 3.7(b) of the Company Disclosure Schedule, all of the Material Contracts are (A) valid and valid, binding on the Company or the applicable Subsidiary of the Companyin accordance with their respective terms, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except and enforceable against (i) the Seller Party or KNE (as applicable) which are a party thereto, and (ii) to the Knowledge of the Seller Parties and KNE, each third party which is party thereto, in accordance with their respective terms, except, in each case, to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and or other similar Applicable Law Laws affecting the enforcement of creditors’ rights generally and by general principles of equity and (ii) as would notequity, individually regardless of whether such enforceability is considered in a proceeding at law or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary equity. (c) Except as set forth on Schedule 3.7(c) of the Company hasDisclosure Schedule, and, to the Knowledge of the Company, none of the other parties thereto have, violated neither any provision of, Seller Party nor KNE is in default under or committed in breach or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions violation of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021Seller Parties, no counterparty other party is in default under or in breach or violation of any Material Contract. (d) The agreements, documents and instruments set forth on Schedule 3.7(d) of the Company Disclosure Schedule are referred to herein as the “KNE Contracts”. Other than the KNE Contracts, KNE is not a party to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectContract.

Material Contracts. (a) Except (i) as for the contracts described in or filed as exhibits an exhibit to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into Documents or set forth in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as Section 3.13 or Section 3.18 of the date hereofCompany Disclosure Schedule (collectively, the “Material Contracts”), neither the Company nor any Subsidiary of the Company its Subsidiaries is a party to or is bound by any Contractof the following: (i) that is a “material contract” (as such term is defined any contract or agreement entered into other than in Item 601(b)(10) the ordinary course of Regulation S-K business consistent with past practice for the acquisition of the Exchange Act)securities of or any material portion of the assets of any other Person or entity; (ii) that is with any contract or agreement for the ten (10) largest customers purchase of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 100,000 which cannot be cancelled by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company without penalty or its Subsidiaries have material continuing obligationsfurther payment or without more than 45 days’ notice; (viiiii) containing (A) a covenant any contract, agreement or instrument in excess of $100,000 that expires or may be renewed at the option of any Person other provision limiting in any material respect the ability of the than Company or any Subsidiary of its Subsidiaries so as to expire more than one year after the date of this Agreement; (iv) any material contract with any independent contractor or consultant (or similar arrangement) which is not cancelable without penalty and without more than thirty (30) days’ notice; (v) 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 of its Subsidiaries is a lender, borrower or guarantor; (vi) any contract or agreement limiting the freedom of Company or any of its Subsidiaries or any of their respective employees to compete or engage in any line of business or to compete with any other Person; (vii) any contract or agreement with any Affiliate of Company; (viii) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses those entered into in the ordinary course of business; (ix) any material agreement which would be terminable other than by Company or its Subsidiaries or under which a payment obligation would arise or be accelerated, in each case as a result of the consummation of the transactions contemplated by this Agreement; (Bx) “most favored nation”any material alliance, “exclusivity” cooperation, joint venture, stockholders’ partnership or similar provisionsagreement; (xi) any broker, distributor, dealer, agency, sales promotion, market research, market consulting or advertising agreement involving in excess of $100,000 (Cother than software licenses entered into in the ordinary course of business); (xii) a right any material research, development, sales representative, marketing or reseller agreement, or any service, support or maintenance agreement related to the business or technology of first refusal Company or any of its respective Subsidiaries; (xiii) any material 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 first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive software licenses granted to customers entered into in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024); (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements agreement that affects or restrictions (other than ordinary course confidentiality requirements relates to Company IP, including, without limitation, any material agreement pursuant to which any person or restrictions)entity is authorized to use or has an ownership or security interest in any Company IP; (xv) any stockholders’ agreement, proxy, voting trust material contract or agreement which would require any consent or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities approval of a counterparty as a result of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities consummation of the Company or any of its Subsidiariestransactions contemplated by this Agreement; orand (xvi) is with an affiliate or any other Person that contract the loss of which would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the have a Company and its wholly-owned SubsidiariesMaterial Adverse Effect. (b) Each Contract Company and each of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that its Subsidiaries have expired or terminated by their terms, performed all of the obligations required to be performed by them and are entitled to all accrued benefits under, and are not alleged to be in default in respect of, each Material Contracts are (A) valid and binding on the Contract to which Company or the applicable any Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other is a party thereto, and (B) in full force and effector by which Company or any Subsidiary is bound, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither Each of the Company nor any Subsidiary Material Contracts is in full force and effect, without amendment (other than as disclosed in Section 3.13 of the Company hasDisclosure Schedule), andand there exists no default or event of default or event, occurrence, condition or act, with respect to Company or any of its Subsidiaries or, to the Knowledge knowledge of Company, with respect to any other contracting party, which, with the giving of notice, the lapse of the Company, none time or the happening of the any other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition existscondition, which (with would become a default or without notice, lapse event of time or both) would constitute a breach of or default under, the provisions of under any Material Contract, except in each case for those violationsexcept, acts (or failures to act) and defaults whichas would not, individually or in the aggregate, would not reasonably be expected material to Company. True, correct and complete copies of all Material Contracts have a Company Material Adverse Effect and, been furnished or made available to Parent or filed as of February 1, 2021, exhibits to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectSEC Documents.

Material Contracts. (a) Except for this Agreement, the Company Employee Plans (i) including all Contracts thereunder), or as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansSEC, as of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company its Subsidiaries is a party to or is bound by any Contractby: (i) that is (A) any Contract providing for or governing the formation, creation, operation, management or control of a “joint venture, strategic alliance, partnership or sharing of profits or revenue, in each case material contract” to the Company and its Subsidiaries, taken as a whole; or (as such term is defined B) except Contracts or purchase orders for expenditures to the extent accounted for or reflected in Item 601(b)(10the Company’s capital expenditure budget set forth in Section 4.13(a)(i) of Regulation Sthe Company Disclosure Letter (the “Capex Budget”), any Contract or non-K trade purchase order from service providers or suppliers obligating the Company or any of its Subsidiaries to make any capital investment or capital expenditure in excess of $1,000,000 over the Exchange Act)remaining life of such Contract or such purchase order; (ii) any Contract or non-trade purchase orders from service providers or suppliers that requires payments by the Company or and of its Subsidiaries, or any Contract that requires payments to the Company or and of its Subsidiaries, in each case, in excess of $2,500,000 during the fiscal year ended August 31, 2024 (in each case, other than (A) Contracts or purchase orders for expenditures to the extent accounted for or reflected in the Capex Budget, or (B) Contracts or purchase orders for the acquisition or disposition of raw materials, natural gas, other inventory, supplies, equipment, services or products in the ordinary course of business); (iii) any Contract pursuant to which (A) it grants to any other Person a license, covenant not to sue or similar right under any material Company IP, (B) any other Person grants to it a license, covenant not to sue or similar right under any material Intellectual Property used in the its business, or (C) it agrees to limit its use or enforcement of material Company IP in any material respect (including pursuant to any co-existence or similar agreement), but excluding, in each case of (A) through (C): any (1) non-exclusive licenses granted to it with respect to “off the shelf” Software or Software that is readily commercially available pursuant to a standard “shrink wrap” or other similar standardized license agreement that has a purchase price or annual license fee of less than $1,000,000; (2) non-exclusive licenses granted in the ordinary course of business to any customer for such customer’s end-use of Company Products, or non-exclusive licenses to or assignments from any employee, contractor, consultant, vendor or service provider, solely in connection with the ten provision or receipt of services by it or such parties; (103) largest customers open source Software licenses; and (4) non-exclusive licenses incidental to its sale or purchase of any product or service; (iv) any Contract governing the development or ownership of any Intellectual Property, Software or Company Product developed by or jointly with any other Person at the request or direction of such other Person which Intellectual Property, Software or Company Product is material to the business of the Company and its Subsidiaries during the fiscal year ended January 31Subsidiaries, 2024 (as determined based on revenue received from such customers during such time period) (but excluding any non-disclosure agreementsemployment, data processing agreementsconsulting, purchase orders services or statements of work or invoices invention assignment agreements entered into in the ordinary course of businessbusiness with employees, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid contractors or payable consultants of the Company or its Subsidiaries, in each case, assigning all rights therein to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; any Contract entered into at any time since January 1, 2022: (viA) relating to the disposition or acquisition by it of any business, equity, product line or all or substantially all of the other material assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business (whether by merger, sale or purchase of assets, sale or purchase of stock or equity ownership interests or otherwise) (excluding, in any case, the acquisition or disposition of raw materials, natural gas, other inventory, supplies, equipment or products in the ordinary course of business or any utility Contract), including any put, call or similar right pursuant to which it could be required to purchase or sell any such business, product line or other material assets; or (B) pursuant to which it will acquire any interest, or will make an investment, (other than short term investments, including money market funds, bank deposits, commercial paper and other money market instruments as disclosed in the Company Balance Sheet or the notes thereto, incurred in the ordinary course of business) in any other Person (other than the Company and its Subsidiaries have Subsidiaries); (vi) any Contract relating to the disposition or acquisition by it of any business, product line or other material assets of it or another Entity (whether by merger, sale or purchase of assets, sale or purchase of stock or equity ownership interests or otherwise) (A) entered into on or after January 1, 2020 with continuing obligationsmaterial indemnification obligations or (B) with any material remaining “earn out” or other contingent payment or consideration of it that has not been substantially satisfied prior to the date of this Agreement; (vii) containing (A) a covenant or other provision limiting any Contract that by its terms limits in any material respect the ability of the Company or any Subsidiary and its Subsidiaries and, following the Closing, Parent and its Subsidiaries in their respective capacities as Affiliates of the Company or its Subsidiaries: (A) to compete or engage in any line of business or to compete with with, or provide any product or service to, any other Person or in any geographic area, other than any customary employee non-solicitation ; or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” to acquire any product or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company other asset or any of its Subsidiaries to sellservice from any Person, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” sell any product or other contingentasset to any other Person, deferred or fixed payment obligation of the Company transact business or deal in any other manner with any other Person; (viii) any Contract that by its terms: (A) grants exclusive rights to market, sell or deliver any product and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; ; (viiiB) relating contains any “most favored nation” or similar provision in favor of the counterparty for any product and that is material to the Company and its Subsidiaries, taken as a whole; (C) contains a right of first refusal, first offer or evidencing indebtedness for borrowed money, debt securities, warrants first negotiation or other rights any similar right with respect to acquire any debt securities, an asset of the Company or any Subsidiary of the Company, or any guarantee by and its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole; (D) obligates it to purchase a specified minimum amount of goods or of its Subsidiaries of the obligations of any Person (services, in each case, excluding, in excess of $1,000,000 (other than Contracts for the avoidance acquisition or disposition of doubtraw materials, intercompany loans between natural gas, other inventory, supplies, equipment or products in the ordinary course of business); or (E) that is material to the Company and its Subsidiaries, taken as a whole and provides for a “sole source” or similar relationship or contains any provision that requires the purchase of all or a material portion of its wholly-owned Subsidiaries or between or among requirements from any wholly-owned Subsidiaries of the Companythird party (other than utility Contracts); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or Contract relating to use Intellectual Property) granted by the Company or any Subsidiary Indebtedness of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 and its Subsidiaries in excess of $1,000,000, 1,000,000 over the remaining life of such Contract or creating a Lien (other than non-exclusive licenses granted to customers in the ordinary course a Permitted Lien) on any of business, and/or (C) its assets or properties that is otherwise material to the Company and its Subsidiaries Subsidiaries, taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract such Contracts solely among the Company and its wholly-owned Subsidiaries.; (bx) any settlement or similar Contract arising out of a Legal Proceeding or threatened Legal Proceeding: that (A) materially restricts or imposes any material obligation on it and was entered into on or after January 1, 2020; (B) materially disrupts its business as currently conducted; or (C) would require it to pay consideration valued at more than $1,000,000 following the date of this Agreement and was entered into on or after January 1, 2020; (xi) any material Contract with any Governmental Entity; (xii) any Contract between or among it or its Subsidiary, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of capital stock of it, or any Affiliate of the foregoing, on the other hand; (xiii) any Contract that is a Collective Bargaining Agreement; or (xiv) any other Contract (other than any other Material Contract), the termination of which would constitute a Company Material Adverse Effect. Each Contract of the type described above in this Section 4.15(a)4.13(a) or filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, whether or not set forth in together with each lease listed on Section 4.15(a4.10(b) of the Company Disclosure ScheduleLetter, is referred to herein as a “Material Contract.” The Company has made available to Parent a true, correct and complete copy of each Material Contract existing as of the date hereof. (b) Except for (i) as does not constitute a Company Material Contracts Adverse Effect or (ii) to the extent that have expired any Material Contract expires or terminated by their terminates after the date hereof in accordance with its terms, all of the each Material Contracts are (A) valid Contract is in full force and effect and is valid, binding on and enforceable in accordance with its terms against the Company or the applicable Subsidiary of the Companyits Subsidiary, as applicable, subject to the case may beEnforceability Exceptions and assuming the validity, binding nature and enforceability against the counterparty or counterparties thereto. Neither the Company nor any of its Subsidiaries has, and, to the Knowledge of the Company, each no other party theretoPerson has, violated or breached, or committed any default under, any Material Contract, and (B) neither the Company nor any of its Subsidiaries would, and, to the Knowledge of the Company, no other Person would, with or without notice or lapse of time, or both, be in full force and effectbreach or violation of, except (i) as may be limited by bankruptcyor default under, insolvencyany such Material Contract, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would notwhere such violation, individually breach or in the aggregate, reasonably be expected to have default constitutes a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, andits Subsidiaries has received any written notice regarding any actual or, to the Knowledge of the Company, none of the other parties thereto have, violated any provision threatened breach or violation of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any such Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing intention to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectContract.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for Other than this Agreement and the other agreements entered into in connection with Company Agreement, Schedule 4.11(a) sets forth all of the transactions contemplated hereby and (iii) for Company Employee Plansfollowing Contracts to which any Contributed Entity is, or as of the date hereofClosing will be, neither the Company nor a party or by which any Subsidiary of the Company is a party to Midstream Assets are, or is as of the Closing will be, bound by any Contract:(collectively, the “Material Contracts”): (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act)Commercial Agreements; (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)Real Property Lease; (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure pipeline interconnection agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) any lease of personal property that requires or is a Government Contractreasonably expected to require, in accordance with its terms, payments from any Contributed Entity in excess of $50,000 in any twelve-month period; (v) evidencing a capital expenditure for which future any Contract that requires or is reasonably expected to require, in accordance with its terms, payments are required to or from any Contributed Entity in excess of $5,000,00050,000 in any twelve-month period other than any Contract that is otherwise disclosed on Schedule 4.11(a); (vi) relating to the disposition or acquisition Contracts with any Affiliates of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company Contributed Entity (including Longwood) or any current or former officer or director of its Subsidiaries outside of Longwood, such Contributed Entity or their Affiliates, on the ordinary course of business pursuant to which one hand, and such Contributed Entity, on the Company or its Subsidiaries have material continuing obligationsother hand; (vii) containing (A) a covenant or other provision limiting in any material respect Contracts that restrict the ability of the Company or any Subsidiary of the Company Contributed Entity to compete with any other Person or engage in any line of business or which materially limit or restrict the right or ability to compete with operate the Midstream Assets; (viii) Contracts for (A) the purchase or sale of any Person in any geographic areamaterial assets, other than any customary employee non-solicitation including purchase orders for material equipment, or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”the sale of equity interests in any Contributed Entity (other than this Agreement) or the merger, “exclusivity” consolidation or similar provisionsreorganization of any Contributed Entity; (ix) Contracts relating to any acquisition (after the date hereof) by any Contributed Entity of any operating business or the capital stock of any other Person, including any associated confidentiality agreements; (Cx) Contracts relating to the incurrence, assumption or guarantee of Indebtedness, the making of any advances or loans or imposing a right Lien on any of first refusal the Midstream Assets; (xi) Contracts relating to any partnership, strategic alliance or right joint venture or any sharing of first offer revenues, profits, losses, costs or similar right liabilities; and (xii) Contracts that limits the ability include any obligation of the Company or any of its Subsidiaries Contributed Entity to sellmake payments, transfercontingent or otherwise, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation arising out of the Company prior acquisition or disposition of any asset or business. (b) Longwood has made available to Five Point correct and its Subsidiariescomplete copies (or, in the case of the Commercial Agreements, execution versions) of (A) all written Material Contracts and (B) all Organizational Documents of each Contributed Entity, including, in each case, that is material to the Company and its Subsidiaries, taken all amendments thereto. Except as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) set forth on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(aSchedule 4.11(b)(i), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material there are no oral Contracts that have expired or terminated by their terms, all binding on any Contributed Entity. Each of the Material Contracts are (A) is, or as of the Closing will be, in full force and effect and is, or as of the Closing will be, the legal, valid and binding on obligation of the Company applicable Contributed Entity or the applicable Subsidiary Affiliate of the CompanyLongwood, as the case may beapplicable, and, to the Knowledge of the CompanyLongwood, each other party thereto, and (B) enforceable against it in full force and effectaccordance with its terms, except (i) as may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar Applicable Law laws affecting creditors’ rights and remedies generally and by subject, as to enforceability, to general principles of equity and (ii) as would not, individually regardless of whether enforcement is sought in a proceeding at law or in the aggregateequity). No Contributed Entity is in breach of any Material Contract in any material respect, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, andnor, to the Knowledge of the CompanyLongwood, none is any other party to any such Material Contract in breach thereof. Except as set forth on Schedule 4.11(b)(ii), no event has occurred, which after notice or lapse of the other parties thereto have, violated any provision oftime, or committed or failed to perform any act underboth, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a material breach of or other default under, the provisions of by any Contributed Entity under any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the CompanyLongwood, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty other party to any such Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectContract.

Material Contracts. (a) Except (i) as for this Agreement and the Contracts filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansReports, as of the date hereof, neither the Company nor any Subsidiary none of the Company or its Subsidiaries is a party to or is bound by any Contractby: (i) any Contract that is a “material contract” (as such term is defined in required to be filed by the Company pursuant to Item 601(b)(10) 4 of Regulation Sthe Instructions to Exhibits of Form 20-K of F under the Exchange Act); (ii) that is with any Contract involving the ten (10) largest customers payment or receipt of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 amounts by the Company or any of its Subsidiaries outside Subsidiaries, or relating to indebtedness for borrowed money or any financial guarantee, of the ordinary course of business pursuant to which the Company or more than US$3,500,000 in any calendar year on its Subsidiaries have material continuing obligationsface; (viiiii) containing (A) any Contract that contains a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic areaput, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer call or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess could be required to purchase or sell, as applicable, any equity interests of $1,000,000 during the fiscal year ended January 31, 2024any Person or assets that have a fair market value or purchase price of more than US$100,000; (xiviv) that is a settlementany Contract relating to the formation, conciliation creation, operation, management or similar control of any joint venture; (v) any Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require between the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement and any director or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities executive officer of the Company or any of its Subsidiaries Person beneficially owning five percent or relating to disposition, voting or dividends with respect to any equity securities more of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be outstanding Shares required to be disclosed under pursuant to Item 404 7B or Item 19 of Regulation SForm 20-K promulgated F under the Exchange Act, ; and (vi) any non-competition Contract or other than Contract that limits or purports to limit in any Contract solely among material respect the type of business in which the Company and or its wholly-owned Subsidiaries. (b) Each Contract of Subsidiaries may engage, the type described above in Section 4.15(a), whether of goods or not set forth in Section 4.15(a) of services which the Company Disclosure Scheduleor its Subsidiaries may manufacture, produce, import, export, offer for sale, sell or distribute or the manner or locations in which any of them may so engage in any business or use their assets. Each such Contract described in clauses (i) through (vi) above is referred to herein as a “Material Contract”.” (b) Except for as would not have, individually or in the aggregate, a Material Contracts that have expired or terminated by their termsAdverse Effect, all (i) each of the Material Contracts are (A) is valid and binding on the Company or the applicable Subsidiary of the Companyits Subsidiaries, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) is in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium subject to the Bankruptcy and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity Equity Exception and (ii) as would not, individually there is no breach or in the aggregate, reasonably be expected to have a Company default under any Material Adverse Effect. Neither Contract by the Company nor or any Subsidiary of the Company has, and, its Subsidiaries and to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (has occurred that with or without notice, the lapse of time or both) the giving of notice or both would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with thereunder by the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectSubsidiaries.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement, the Confidentiality Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract: (i) that which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act)SEC) to the Company; (ii) that is with which constitutes a contract or commitment relating to indebtedness for borrowed money or the ten deferred purchase price of property (10in either case, whether incurred, assumed, guaranteed or secured by any asset) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (viiii) relating which purports to the disposition limit or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting restrict in any material respect (A) the ability of the Company or any Subsidiary of its Subsidiaries to solicit customers or (B) the Company to compete or engage manner in any which, the line of business in which or to compete with the localities in which, all or any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability portion of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation business of the Company and its Subsidiaries, in each caseincluding, that is material to following consummation of the Company transactions contemplated by this Agreement, Parent and its Subsidiaries, taken as a wholecompetes or would compete; (viiiiv) relating to which would prohibit or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, materially delay the consummation of the Company Offer, the Merger or any Subsidiary of the Company, other transactions contemplated hereby or any guarantee by otherwise materially impair the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary ability of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and perform its Subsidiaries taken as a wholeobligations hereunder; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (yv) which would require the Company or any of its Subsidiaries to pay consideration purchase or procure goods and/or services of more than $1,000,000 after 10,000,000 over the date remaining term of this Agreement such contract (“Supplier Long-Term Agreements”) or that is an agreement for the sale of goods to the Company’s top ten customers based on revenue for the twelve-month period ending on the Balance Sheet Date (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions“Customer Long-Term Agreements”); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except (i) as filed as exhibits to Section 4.7 of the Company SEC Documents, (ii) for this Agreement and Disclosure Schedule sets forth a list of all of the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, Material Contracts as of the date hereof and, prior to the date hereof, neither the Company nor any Subsidiary has made available to Parent true copies of each Material Contract and summaries of all oral Company Contracts. For purposes of this Agreement, the Company is a party term “Material Contracts” shall mean with respect to or is bound by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside Subsidiaries: (i) all Contracts required to be disclosed pursuant to Item 601(b)(10) of Regulation S K of the ordinary course SEC; and (ii) to the extent not included in the foregoing: (A) all Contracts for the future purchase or sale (in each case whether by merger, acquisition, purchase of business pursuant to an equity interest or otherwise) or lease of materials, supplies, merchandise, equipment or other personal property or assets which will involve consideration in excess of $500,000 in the aggregate or for the grant of any preferential right for any such future purchase, sale or lease; (B) all Contracts for the furnishing or receipt of services, the performance of which will involve consideration in excess of $500,000 in the aggregate; (C) all Contracts for the license of any Intellectual Property of the Company or its Subsidiaries have material continuing obligations; to a third party entered into by the Company or its Subsidiaries; (viiD) containing (A) a covenant all mortgages, pledges, conditional sales contracts, security agreements, factoring agreements or other provision limiting similar agreements with respect to any assets of the Company which involve consideration in excess of $500,000 in the aggregate; (E) all non competition or similar Contracts which restrict in any material respect the ability geographic or operational scope of the Company or any Subsidiary business of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to , or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, the ability of the Company or any Subsidiary and its Subsidiaries, taken as a whole, to enter into new lines of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person business; (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ixF) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent all Contracts relating to borrowed money or other rights in indebtedness; (G) all material distribution, joint venture, partnership, marketing, development or to use Intellectual Propertyfranchise Contracts; (H) granted all Contracts by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues its Subsidiaries guarantee, endorse or otherwise become or are contingently liable for the fiscal year ended January 31debt, 2024 obligation or other liability of any other Person; (I) all Contracts which contain restrictions with respect to payment of dividends or any other distribution in excess respect of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or Company’s capital stock; (CJ) that is otherwise all Contracts which are material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) and which would require restrict the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement from disclosing any information concerning or (z) that subjects the Company or obtained from any of its Subsidiaries to any material ongoing requirements or restrictions other Person (other than ordinary course confidentiality requirements Contracts entered into in the Ordinary Course of Business or restrictions); (xv) currently enforceable Contracts, to the extent any stockholders’ agreementdisclosure thereof is prohibited thereby, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities currently pending potential sale of all or a substantial portion of the Company whether such sale is pursuant to a merger or any of its Subsidiariesotherwise); or (xviK) is with an affiliate or other Person that would be required all Contracts referred to in Section 4.8(a)(iii); (L) all Contracts to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) performed relating to capital expenditures of the Company Disclosure Scheduleand/or its Subsidiaries with a value in excess of $500,000 individually in any fiscal year; and (M) all material leases, is referred to herein as a “Material Contract.” Except for Material subleases, licenses and other Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, relating to the Knowledge leased real properties of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than(collectively, in each case, as would not reasonably be expected to have a Material Adverse Effectthe “Leases”).

Material Contracts. (a) Except (i) as for the Original Merger Agreement, the Contracts filed as exhibits to the Company SEC DocumentsReports, (ii) for this Agreement and the other agreements entered into Contracts listed in connection with Subsections (i) through (xxi) of Section 3.16(a) of the transactions contemplated hereby and (iii) for Company Employee PlansDisclosure Schedule, as of the date hereofOriginal Execution Date, neither the Company nor any Subsidiary none of the Company is a party to or is bound by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside is a party to or bound by the following Contracts: (i) any Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract relating to the formation, creation, operation, management or control of any Subsidiary of the Company or any other partnership, joint venture, strategic collaboration, global affiliation or business cooperation, limited liability company or similar arrangement; (iii) any Contract involving a loan (other than accounts receivable from trade debtors in the ordinary course of business pursuant business) or advance to which (other than travel and entertainment allowances to the employees of the Company and any of its Subsidiaries extended in the ordinary course of business), or investment in, any person or any Contract relating to the making of any such loan, advance or investment for more than US$5,000,000; (iv) any Contract involving Indebtedness of the Company or any of its Subsidiaries have material continuing obligationsof more than US$5,000,000; (v) any Contract (including so called take-or-pay or keep-well agreements) under which any person (other than the Company or any of its Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of its Subsidiaries of more than US$5,000,000; (vi) any Contract granting or evidencing a Lien on any properties or assets of the Company or any of its Subsidiaries with value of more than US$5,000,000, other than a Permitted Encumbrances; (vii) containing any management service, consulting, financial advisory or any other similar type Contract and all Contracts with investment or commercial banks; (Aviii) any Contract for the acquisition, disposition, sale, transfer or lease (including leases in connection with financing transactions) of properties or assets of the Company or any of its Subsidiaries that have a covenant fair market value or purchase price of more than US$5,000,000 (by merger, purchase or sale of assets or stock or otherwise) entered into since December 31, 2014 or, if prior to that date, have representations, warranties or indemnities that remain in effect or as to which claims are pending; (ix) any Contracts involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other provision limiting dispute with amount in controversy greater than US$5,000,000; (x) any Contract involving a standstill or similar arrangement; (xi) 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 Subsidiary of the Company its Subsidiaries to compete or engage in any line of business or to compete with any Person in any geographic area, industry or line of business; (xii) any Contract for the employment of any senior executive officer; (xiii) any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any person or assets that have a fair market value or purchase price of more than US$5,000,000; (xiv) any Contract (other than Contracts granting Company Options, or Company RSs) giving the other party the right to terminate such Contract as a result of the Original Merger Agreement, this Agreement or the consummation of the Transactions, including the Merger, where (A) such Contract requires any customary employee non-solicitation payment in excess of US$5,000,000 to be made by the Company or no-hire clauses entered into any of its Subsidiaries in any calendar year or (B) the ordinary course value of businessthe outstanding receivables due to the Company and its Subsidiaries under such Contract is in excess of US$5,000,000 in any calendar year; (xv) 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) “most favored nation”, “exclusivity” or similar provisions, (C) a right pledging of first refusal or right of first offer or similar right that limits the ability share capital of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) issuance of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which guarantee by the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024Subsidiaries; (xivxvi) that is any Contract providing for (A) a settlementlicense, conciliation covenant not to ▇▇▇ or similar Contract (x) with other right granted by any Governmental Authority entered into since February 1, 2021, (y) which would require Third Party under any Intellectual Property to the Company or any of its Subsidiaries Subsidiaries, (B) a license, covenant not to pay consideration of more than $1,000,000 after the date of this Agreement ▇▇▇ or (z) that subjects other right granted by the Company or any of its Subsidiaries to any material ongoing requirements or restrictions Third Party under any Intellectual Property, (other than ordinary course confidentiality requirements or restrictions); (xvC) an indemnity of any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of person by the Company or any of its Subsidiaries against any charge of infringement, misappropriation, unauthorized use or relating to dispositionviolation of any Intellectual Property right, voting or dividends with respect (D) any royalty, fee or other amount payable by the Company or any of its Subsidiaries to any equity securities person by reason of the ownership, use, sale or disposition of Intellectual Property, in each case of clauses (A) through (D), other than agreements for off-the-shelf Software and such Contracts that are not material to business of the Group Companies, taken as a whole, and in each case of clauses (C) and (D), other than Contracts entered into by the Company and its Subsidiaries in the ordinary course of business; (xvii) any Contract granting rights in respect of exclusivity, “most favored nation” or similar rights; (xviii) any Contract between or among the Company or any of its Subsidiaries; or, on the one hand, and any of their respective Affiliates (other than the Company or any of its Subsidiaries), on the other hand, that involves payments of more than US$5,000,000 in any one year; (xvixix) is each Control Agreement and any other 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 affiliate “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 Person Subsidiary of the Company; (xx) any Contract between the Company or any of its Subsidiaries and any director or executive officer of the Company or any person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act (including those that would be required to be disclosed under Item 404 if the Form 20-F were filed as of Regulation S-K promulgated under the Exchange ActOriginal Execution Date); or (xxi) any other Contract which, other than any if terminated, could reasonably be expected to result in a Company Material Adverse Effect. Each such Contract solely among described in clauses (i) to (xxi) and each such Contract that would be a Material Contract if it had not been filed as an exhibit to the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, SEC Reports is referred to herein as a “Material Contract.” ” (b) Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would notnot have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither : (i) each Material Contract is a legal, valid and binding obligation of a Group Company, as applicable, in full force and effect and enforceable against such Group Company in accordance with its terms, subject to the Company nor any Subsidiary Bankruptcy and Equity Exception; (ii) to the knowledge of the Company, each Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy and Equity Exception; (iii) no Group Company has, and, to the Knowledge knowledge of the Company, none of the other parties thereto haveno counterparty, violated any provision is or is alleged to be in breach or violation of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts ; (or failures to activ) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge knowledge of the Company, neither the Company nor no person intends to terminate any Subsidiary Material Contract; and (v) none of the Company has received written notice execution of the Original Merger Agreement, the execution of this Agreement or the consummation of any Transaction shall constitute a default under, give rise to cancellation rights under, or otherwise adversely affect any of the foregoing. To the Knowledge rights of the Company, since February 1, 2021, no counterparty to any Group Company under any Material Contract Contract. The Company has (A) canceled furnished or otherwise terminatedmade available to Parent true and complete copies of all Material Contracts, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or including any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectamendments thereto.

Material Contracts. (a) Except (iSchedule 5.13(a) as filed as exhibits sets forth all of the following Contracts to which the Company SEC Documents, (ii) for this Agreement and or any of the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, Subsidiaries is a party or by which any of them is bound as of the date of this Agreement (collectively and together with any Contracts entered into prior to the Closing in accordance with Section 8.2(b)(xiv) hereof, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract:“Material Contracts”): (i) that is a “material contract” (as such term is defined in Item 601(b)(10) Contracts with any Seller or any current officer, director or other Affiliate of Regulation S-K any Seller, the Company or any of the Exchange Act)Subsidiaries or any family member of any such Person; (ii) that is Contracts with the ten (10) largest customers any labor union or association representing any employee of the Company or any of the Subsidiaries and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders written employment or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)severance agreement; (iii) that is with Contracts for the ten (10) largest vendors sale of any material Assets of the Company and its or any of the Subsidiaries during (other than the fiscal year ended January 31, 2024 (as determined based on cost sale of finished goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into inventory in the ordinary course Ordinary Course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the CompanyBusiness); (iv) that is a Government ContractContracts relating to any acquisition to be made by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person (or all or any material portion of the Assets of any business, business unit, facility or Person); (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) Contracts relating to the disposition incurrence of Indebtedness or acquisition the making of any business, equity, or all or substantially all of the assets of loans to any other Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of Subsidiaries; (vi) Contracts which the ordinary course of business pursuant Company reasonably anticipates will involve the expenditure by or to which the Company or its Subsidiaries have material continuing obligationsof more than $250,000 in the aggregate or require performance by any party more than one year from the date hereof; (vii) containing (A) any sale and leaseback agreement covering a covenant or other provision limiting in any material respect the ability of the Company Asset or any Subsidiary Contract governing any business arrangement of this nature involving a material Asset; (viii) any Contract containing covenants limiting the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability freedom of the Company or any of its Subsidiaries to sell, transfer, pledge engage in any line of business or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire compete with any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company)Person; (ix) any hedgingmaterial distribution, swapfranchise, derivativelicense, sales, commission, consulting agency or similar Contractadvertising Contract which (A) involves annual payments, in excess of $50,000 or (B) is not cancelable on thirty (30) calendar days’ notice without payment or penalty; (x) any licensing agreement or other Contract relating to Intellectual Property Rights that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary operation of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities business of the Company or any of its Subsidiaries as conducted as of the date of this Agreement; (xi) any joint venture Contract, partnership agreement, limited liability company agreement or relating to dispositionother Contract (however named) involving a sharing of profits, voting losses, costs, or dividends liabilities by the Company or any of its Subsidiaries with any other Person; (xii) any Contract providing for capital expenditures after the date hereof in an amount in excess of $100,000 individually or in the aggregate; (xiii) any material written warranty, guaranty or other similar undertaking with respect to contractual performance extended by the Company or any equity securities of its Subsidiaries other than in the Ordinary Course of Business; (xiv) any Contract with “take or pay” provisions, or “requirements” provisions committing a Person to provide the quantity of goods or services required by another Person which the Company reasonably anticipates will involve aggregate payments by or to the Company or any of its Subsidiaries of more than $500,000; (xv) any Contract with any foreign sales agents; (xvi) any Contract with a customer of the Company or any of its SubsidiariesSubsidiaries that provides for pay-on-scan payment terms; orand (xvixvii) is with any material agency agreement including without limitation material export agency agreements. In addition to the Contracts described in clauses (i) – (xvii) above, the defined term “Material Contract” shall also include all unfulfilled purchase orders (or any series of related purchase orders) involving the purchase or sale of products or services by the Company having an affiliate aggregate value equal to or other Person that would greater than $500,000, which purchase orders shall not be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiariesdescribed or listed in Schedule 5.13(a). (b) Each Contract of the type described above in Section 4.15(aExcept as set forth on Schedule 5.13(b), whether neither the Company nor any Subsidiary is in material breach or not set forth in Section 4.15(a) violation of, or default under, any Material Contract, nor has the Company or any Subsidiary received any written notice of, nor does the Company have any Knowledge of, any default or event that with notice or lapse of time, or both, would constitute a default by the Company and the Subsidiaries under any Material Contract, nor, to the Knowledge of the Company Disclosure Scheduleor the Sellers, is referred any other party to herein as a “any Material Contract in breach of or default thereunder (other than in the case of purchase orders issued to the Company for the failure by any third party to pay any amount due and owing thereunder). No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no party has given written notice of any material dispute with respect to any Material Contract.” Except for Material Contracts that have expired or terminated by their terms. The Company has made available to Purchaser true, correct and complete copies of all of the Material Contracts are Contracts, together with all amendments, modifications or supplements thereto. Except as set forth in Schedule 5.13(b), each Material Contract is in full force and effect (Aand will remain in full force and effect upon consummation of the transactions contemplated by this Agreement) and (i) is a valid and binding on agreement of the Company or the applicable Subsidiary of the Companywhich is a party thereto, as the case may be, and, enforceable against such Company or Subsidiary in accordance with its terms and (ii) to the Knowledge of the Company, is a valid agreement of each other party thereto, and (B) enforceable against such party in full force and effectaccordance with its terms, except (i) as in each case where enforceability may be limited by bankruptcy, insolvency, moratorium and insolvency or other similar Applicable Law laws affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, except where enforceability is subject to the Knowledge application of the Companyequitable principles or remedies. Except as specifically noted in Schedule 5.13(b), none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions consent of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty party to any Material Contract has (A) canceled or otherwise terminated, or threatened is required in writing to cancel or otherwise to terminate, its relationship connection with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materiallyexecution, the amount delivery and performance of business that any such counterparty presently engages in or presently conducts with this Agreement by the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectthe Sellers or the consummation of the transactions contemplated by this Agreement.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) except for any Company Real Property Leases, Company Employee PlansBenefit Plans and insurance policies or contracts pursuant to which any Group Company ceded or assumed insurance or reinsurance, as of the date hereofOriginal Agreement Date, neither the Company nor any Subsidiary of the no Group Company is a party to or is bound by any Contractany: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act)agreements with Governmental Entities; (ii) agreements that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders limit or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary purport to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect limit the ability of the Company or any Subsidiary of the Group Company to compete or engage in any line of business or to compete with any other Person or in any geographic areaarea or during any period of time; (iii) joint venture, partnership, strategic alliance and business acquisition or divestiture agreements; (iv) agreements to which an Affiliate of any Group Company is a party (other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the agreements solely among one Group Company and its Subsidiariesone or more other Group Companies); (v) agreements relating to issuances of securities of any Group Company; (vi) agreements or indentures relating to Indebtedness or undrawn letters of credit; (vii) leases or agreements under which any Group Company is the lessee of or holds or operates any tangible property, in each caseowned by any other Person, that is material to except for any lease or agreement under which the Company and its Subsidiaries, taken as a wholeaggregate annual rental payments do not exceed $500,000; (viii) relating leases or agreements under which any Group Company is the lessor of or permits any third party to hold or evidencing indebtedness operate any tangible property, owned or controlled by the Company, except for borrowed money, debt securities, warrants any lease or other rights agreement under which the aggregate annual rental payments do not exceed $500,000; (ix) contracts that relates to acquire any debt securities, material disposition or acquisition of the Company assets or properties by any Subsidiary of the Group Company, or any merger, amalgamation or business combination with respect to any Group Company; (x) material agreements containing most favored nations or most favored customer provisions or non-competition or non-solicitation covenants (other than employee non-competition and non-solicitation covenants); (xi) contracts that provide for the guarantee by the Company or of its Subsidiaries of the obligations any liability of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the other than a Group Company); (ixxii) any hedgingother contracts that involves the expenditure, swap, derivative, payment or similar Contract; (x) that receipt of more than $500,000 in the aggregate and is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted not terminable by the Company without penalty on notice of 90 days or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000less; (xiii) that involves a any material joint venture, profit sharing, partnership capital maintenance or similar agreement from agreements pursuant to which the any Group Company has agreed to contribute capital or surplus to any other Group Company or to any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024;third party under specified circumstances and/or maintain such Group Company or third party’s capital or surplus at specified levels; and (xiv) contracts that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries grant binding authority to any material ongoing requirements or restrictions insurance agent of a Group Company (other than ordinary course confidentiality requirements or restrictionscollectively, with subsections (i) through (xiii); (xv) any stockholders’ agreement, proxyand together with Company Real Property Leases, voting trust agreement or registration rights agreement or similar agreementsCompany Employee Benefit Plans, arrangements or commitments relating to any equity securities of Group Company IP Agreements, Company Reinsurance Agreements and Company Agent Contracts, the “Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned SubsidiariesMaterial Contracts”). (b) The Company has provided to Parent correct and complete copies of all Company Material Contracts, including any amendments thereto. Each Company Material Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Group Company, as the case may be, in full force and effect and enforceable in accordance with its terms against such Group Company and, to the Knowledge knowledge of the Company, each other party thereto, and thereto (B) in full force and effect, except (i) as may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar Applicable Law Laws affecting generally the enforcement of creditors’ rights generally and by subject to general principles of equity and equity). During the past two (ii2) as would notyears, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Group Company has received written notice of any event or condition that constitutes, or, after notice or lapse of the foregoingtime or both, will constitute, any default under or any cancellation of any Company Material Contract, except for defaults that have not been or reasonably would not be expected to be material to any Group Company party to such Company Material Contract. To the Knowledge knowledge of the Company, since February 1there are no events or conditions which constitute, 2021or, after notice or lapse of time or both, will constitute, a default on the part of any party under any Company Material Contract or result in the termination of, or cause or permit the acceleration or other modification of any right or obligation or the loss of any benefit thereunder, and no Group Company or, to the knowledge of the Company, any third party has violated any provision of, or failed to perform any obligation required under the provisions of any Company Material Contract, except for defaults, violations or failures that have not been or reasonably would not be expected to be material to any Group Company party to such Company Material Contract. No Group Company that is party to any Company Material Contract and, to the knowledge of the Company, no counterparty to under any Company Material Contract has (A) canceled is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereunder shall constitute a default under, give rise to cancellation rights under, or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with adversely affect any of the material rights of any Group Company or under any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectContract.

Material Contracts. (a) Except (iSection 5.13(a) as filed as exhibits to of the Company SEC Documents, (ii) for this Agreement Arch Disclosure Letter sets forth a correct and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, complete list as of the date hereof, neither the Company nor any Subsidiary hereof of all of the Company following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Arch Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Arch or any of its Affiliates is a party or to which any of the Arch Contributed Assets or is bound by the Arch Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, an “Arch Material Contract:”): (i) that any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act)outstanding or may be incurred; (ii) that any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is with expected to involve the ten (10) largest customers payment of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders an amount in excess of $10,000,000 or statements receipt of work or invoices entered into an amount in excess of $10,000,000 in the ordinary course aggregate over the remaining term of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)such Contract; (iii) that is with the ten (10) largest vendors any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company)Arch Business; (iv) that is a Government Contractany Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Arch Contributed Asset (other than purchase options for additional coal volumes); (v) evidencing any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Arch or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a capital expenditure for manner which future payments are required in excess is, material to the Arch Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Arch or its Affiliates on less than 90 days’ notice without payment by Arch or any of $5,000,000its Affiliates of any material penalty; (vi) relating to any Contract that restricts in any material respect the disposition or acquisition ability of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company Arch or its Subsidiaries have material continuing obligations; Affiliates (vii) containing (A) a covenant or other provision limiting could restrict in any material respect the ability of the Company or any Subsidiary of the Company JV Entities) to compete or engage in any line of business or to compete with any Person in any geographic areageographical area and which may not be terminated (including such restrictive provisions) by Arch or its Affiliates on less than 90 days’ notice without payment by Arch or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Arch or its Affiliates on less than 90 days’ notice without payment by Arch or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Arch or any of its Affiliates of any material business or any material amounts of assets (other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” with obligations remaining to be performed or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits Liabilities continuing after the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company)date hereof; (ix) any hedging, swap, derivativelease or agreement (including capital lease arrangements) under which Arch or any of its Affiliates is lessee of, or similar Contractholds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) that is a license (any coal supply agreement, or a covenantpurchase order or commitment to sell or offer to sell coal, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, with a remaining term of more than three years from the date hereof or (B) pursuant to which the Company with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(a) or (2) 1,500,000 tons from any Subsidiary received licensing revenues for the fiscal year ended January 31mines located in Colorado that are set forth on Schedule 1.1(a); (xi) any Contract involving swaps, 2024 in excess futures, derivatives or similar instruments, regardless of $1,000,000value, other than non-exclusive licenses granted to customers except such Contracts entered into as a hedging activity in the ordinary course of business, and/or (C) that is otherwise material to the Company business consistent with Arch’s past practice and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a wholeinternal policy guidelines; (xii) that any Contract pursuant to which a Governmental Authority is a Company Real Property Lease providing tax abatements or other similar economic incentives in connection with remaining obligations in excess of $1,000,000;the Arch Business; and (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) other Contract that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require material to the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned SubsidiariesArch Business. (b) Each Contract of the type described above Arch and its Affiliates have duly performed and complied in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “all material respects with their respective obligations under each Arch Material Contract.” Except for Material Contracts that have expired . None of Arch or terminated by their terms, all any of the Material Contracts are (A) valid and binding on the Company its Affiliates has received any notice of termination or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each default from any other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any such Arch Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021Arch, no counterparty other party to any such Arch Material Contract is in default of its obligations thereunder. (c) Except as set forth on Section 5.13(c) of the Arch Disclosure Letter, Arch has (A) canceled or otherwise terminated, or threatened in writing made available to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount Peabody true and complete copies of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Arch Material Adverse EffectContract.

Material Contracts. (a) Except (i) as filed as exhibits to Section 6.1(A)(t)(i) of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, Allergan Disclosure Schedule sets forth a list as of the date hereof, neither the Company nor any Subsidiary of this Agreement of each of the Company is a party to or is bound by following Contracts (other than any Contract: (iAllergan Benefit Plan) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company Allergan or any of its Subsidiaries outside is a party or by which it is bound (each such Contract required to be so listed, and each of the ordinary course following types of business Contracts (other than any Allergan Benefit Plan) described below to which Allergan or any of its Subsidiaries becomes a party or by which it otherwise becomes bound after the date of this Agreement, an “Allergan Material Contract”): (A) each (i) acquisition or divestiture Contract (including any Contracts pursuant to which any member of the Company Allergan Group has transferred or its Subsidiaries have material continuing obligations; agreed to transfer ownership of any Intellectual Property) and (viiii) containing license (Aincluding any in-license or out-license and any sublicense), collaboration agreement or similar or equivalent Contract, that, in the case of each of clauses (i) and (ii), (x) has a covenant maximum potential value (or which otherwise requires the receipt or making of payments) in excess of $100 million (including pursuant to any “earn-out,” contingent value rights, milestone payments, license fees, royalty payments, development costs or other provision limiting in any material respect the ability of the Company contingent payment or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of businessvalue obligations), (By) “most favored nation”, “exclusivity” or similar provisions, (C) a right involves the issuance of first refusal or right any Equity Securities of first offer or similar right that limits the ability of the Company Allergan or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after following the date of this Agreement or (z) grants to any Person (other than any member of the Allergan Group) any right of first refusal, right of first negotiation, right of first offer, option to purchase, option to license, or any other similar rights with respect to any Allergan Product or any material Intellectual Property of Allergan; (B) any Contract with any Governmental Entity that subjects is material to Allergan and its Subsidiaries, taken as a whole, and involving or that would reasonably be expected to involve payments to or from any Governmental Entity in an amount having a maximum potential value in excess of $100 million; (C) any Contract that (x) limits or purports to limit, in any material respect, the Company freedom of Allergan or any of its Subsidiaries 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 ongoing requirements respect, the freedom of AbbVie or any of its Affiliates to take such actions after the Effective Time, (y) contains exclusivity or “most favored nation” obligations or restrictions (other than ordinary course confidentiality requirements that restrict or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating purport to any equity securities of the Company restrict Allergan or any of its Subsidiaries in any material respect or that would so limit or purport to limit AbbVie or any of its Affiliates after the Effective Time, (z) contains any other provisions materially restricting or purporting to materially restrict the ability of Allergan or any of its Subsidiaries to sell, market, distribute, promote, manufacture, develop, commercialize, test or research any Allergan Products through third parties or that would so limit or purport to limit AbbVie or any of its Affiliates after the Effective Time; (D) any Contract relating to dispositionthird party indebtedness for borrowed money in excess of $100 million (whether incurred, voting assumed, guaranteed or dividends with respect to secured by any equity securities asset) of the Company Allergan or any of its Subsidiaries; or; (xviE) is with an affiliate any Contract restricting Allergan or any of its Subsidiaries from (x) the payment of dividends (y) the making of distributions to shareholders or (z) the ability to repurchase or redeem Equity Securities; (F) any joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization, research, development or other Person that would be required similar agreement, which is material to be disclosed under Item 404 the Allergan Group, taken as a whole; (G) any Contracts or other transactions with any (A) executive officer or director of Regulation S-K Allergan, or (B) affiliate (as such term is defined in Rule 12b-2 promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.associates” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice members of any of the foregoing. To the Knowledge their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Company, since February 1, 2021, no counterparty to any Material Contract has (AExchange Act) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in executive officer, director or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.beneficial owner;

Material Contracts. Section 2.10 of the Company Disclosure Schedule is a correct and complete list of the following currently effective Company Contracts (each, a “Company Material Contract” and, collectively, “Company Material Contracts”): (a) Except (i) as filed as exhibits to each Company Contract that constitutes the Company SEC Documents, (ii) for this Agreement Leases and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act)Ancillary Lease Documents; (iib) that is with each Company Contract for the ten (10) largest customers purchase of the Company and its Subsidiaries during the fiscal year ended January 31materials, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreementssupplies, data processing agreementsgoods, purchase orders services, equipment or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure assets for which future annual payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business of, or pursuant to which in the last year the Company or any of its Subsidiaries paid, in the aggregate, $500,000 or more; (c) each Company Contract for the sale of materials, supplies, goods, services, equipment or other assets for annual payments to the Company of, or pursuant to which in the last year the Company or any of its Subsidiaries received, in the aggregate, $500,000 or more; (d) each Company Contract that relates to any partnership, joint venture, strategic alliance or other similar Contract; (e) each Company Contract relating to Indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), except for Contracts relating to Indebtedness in an amount not exceeding $500,000 in the aggregate; (f) each Company Contract that provides for any employment, severance, retention, transaction bonus, change in control, consulting or other similar agreement between: (i) the Company or any of its Subsidiaries, on the one hand, and (ii) any employee, director or other individual service provider of the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or Subsidiaries, on the other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic areahand, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) such Contract that is terminable “most favored nation”, “exclusivityat will” or similar provisions, (C) a right without any obligation in excess of first refusal or right of first offer or similar right that limits $100,000 on the ability part of the Company or any of its Subsidiaries to sellmake any severance, transferbonus, pledge termination, change in control or otherwise dispose similar payment or to provide any other benefit with a value in excess of assets, rights or properties or $100,000 (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material than benefits required to the Company and its Subsidiaries, taken as a wholebe provided by applicable Law); (viiig) relating to each Company Contract which by its terms limits in any respect (i) the localities in which all or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, significant portion of the business and operations of the Company or any Subsidiary Affiliate of the CompanyCompany (which will include Parent after the Effective Time), or any guarantee by (ii) the Company or right of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary Affiliate of the Company (Awhich will include Parent after the Effective Time) on an exclusive basisto compete with any Person; (h) each Company Contract in respect of any Company Intellectual Property that provides for annual payments of, (B) on a non-exclusive basis, if or pursuant to which in the Company or any Subsidiary made payments during the fiscal last year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues paid or received, in excess of the aggregate, $1,000,000 during the fiscal year ended January 31, 2024500,000 or more; (xivi) that is a settlementeach Company Contract containing any royalty, conciliation dividend or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require arrangement based on the revenues or profits of the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions)Subsidiaries; (xvj) each Company Contract with any stockholders’ agreement, proxy, voting trust agreement Governmental Authority; (k) each Company Contract with (a) an executive officer or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities director of the Company or any of its Subsidiaries or any of such executive officer’s or director’s immediate family members, (b) an owner of more than five percent (5%) of the voting power of the outstanding capital stock of the Company, or (c) to the Knowledge of the Company, any “related person” (within the meaning of Item 404 of Regulation S-K under the Securities Act) of any such officer, director or owner (other than the Company or any of its Subsidiaries); (l) each Company Contract that gives rise to any material payment or benefit as a result of the performance of this Agreement or any of the other Contemplated Transactions; (m) each Company Contract relating to dispositionthe acquisition or disposition of any material interest in, voting or dividends with respect to any equity securities material amount of, property or assets of the Company or any of its SubsidiariesSubsidiaries or for the grant to any Person of any preferential rights to purchase any of its assets, other than in the Ordinary Course of Business; or (xvin) is with an affiliate any other each Company Contract (or other Person that would be required group of related agreements) the performance of which requires aggregate payments to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among or from the Company or any of its Subsidiaries in excess of $500,000. The Company has delivered or made available to Parent accurate and its wholly-owned Subsidiaries. complete (bexcept for applicable redactions thereto) Each Contract copies of the type described above all Company Material Contracts, including all amendments thereto. There are no Company Material Contracts that are not in Section 4.15(a), whether or not written form. Except as set forth in on Section 4.15(a) 2.10 of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on neither the Company or the applicable nor any Subsidiary of the CompanyParent has, as the case may be, andnor, to the Knowledge of the Company, each any other party theretoto a Company Material Contract, and (B) has breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any Company Material Contract in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) such manner as would notpermit any other party to cancel or terminate any such Company Material Contract, individually which has had or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. Neither As to the Company nor any Subsidiary and its Subsidiaries, as of the date of this Agreement, each Company hasMaterial Contract is valid, andbinding, enforceable and in full force and effect, subject to: (i) Laws of general application relating to bankruptcy, insolvency and the Knowledge relief of debtors; and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies. The consummation of the Company, none Contemplated Transactions will not (either alone or upon the occurrence of additional acts or events) result in any material payment or payments becoming due from the other parties thereto have, violated Company or the Surviving Corporation to any provision of, Person under any Company Material Contract or committed give any Person the right to terminate or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, materially alter the provisions of any Company Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, Schedule 5.14 sets forth a correct list as of the date hereof, neither hereof of all of the Company nor Contracts of the following types to which any Subsidiary of the Company Entities is a party to or by which any of the Company Entities or their respective properties or assets is bound by any Contractor receives a benefit under: (ia) that is all Contracts providing for a “merger, consolidation, acquisition or sale of all or a material contract” (to the Company Entities, taken as such term is defined in Item 601(b)(10a whole) of Regulation S-K portion of the Exchange Actassets of, or other extraordinary transaction in respect of, any Company Entity with or to any other Person, or any material capital investment in any Person, in each case entered into since January 1, 2017 or pursuant to which any Company Entity has any ongoing indemnification or other similar surviving obligations; (b) any Contract (other than purchase orders or sales orders) entered into with a customer or supplier which involves the payment or receipt of an amount in excess of Five Million Dollars ($5,000,000) per annum (measured by the trailing (12) month period ending on the Interim Balance Sheet Date) and which cannot be terminated within ninety (90) days; (c) for the purchase of materials, supplies, goods, services, equipment or other assets, which is with a Material Supplier (other than purchase orders); (iid) that for the sale or license by a Company Entity of materials, supplies, goods, services, equipment or other assets, which is with the ten a Material Customer (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiariesthan sales orders); (iiie) that is with the ten (101) largest vendors requires a Company Entity to purchase its total requirements of the Company and its Subsidiaries during the fiscal year ended January 31any product or service from a third party or that contains “take or pay” provisions, 2024 (as determined based on cost of goods and services paid 2) contains a “most-favored-nation” clause or similar term that provides preferential pricing or treatment to such vendors by the Company during such time periodany third party, (3) (excluding contains any non-disclosure agreements, data processing agreements, purchase orders competition or statements non-solicitation covenant by a Company Entity in favor of work another Person or invoices entered into in otherwise limits the ordinary course freedom of business, and other similar Contracts that are ancillary a Company Entity to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business in any area or to compete with (4) grants any Person in any geographic areaan option or a first refusal, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar preferential right to purchase or acquire any assets of any Company Entity; (f) that limits is with a Governmental Authority; (g) that is between a Company Entity, on the ability one hand, and any Related Party or EIS, on the other hand (each, an “Affiliate Agreement”); (h) any credit agreement, loan agreement or indenture relating to Indebtedness of a Company Entity; (i) any Contract under which the Company Entities have permitted any material asset to become encumbered by a Lien (other than a Permitted Lien); (j) that provides for, directly or indirectly, the establishment or operation or a partnership or joint venture, or otherwise involves a sharing of profits, losses, costs or liabilities with any Person; (k) pursuant to which a Company Entity effected any compromise or settlement of any Proceeding since the Interim Balance Sheet Date; (l) the primary purposes of which is the indemnification of any other Person by a Company Entity; (m) that provides for a retention, severance, change in control or sale bonus payment in excess of One Hundred Thousand Dollars ($100,000) (or would provide for such bonus subject to the satisfaction of any conditions or contingencies) and any Company Retention Bonus Agreements; (n) (A) that is a written Contract for the employment of any Employee located outside of the Company United States (i) with annual base salary and target annual cash bonus in excess of $150,000; (ii) that is not terminable at will or any upon notice of its Subsidiaries sixty (60) days or less for a cost (exclusive of costs arising prior to sell, transfer, pledge or otherwise dispose termination) of assets, rights or properties less than $200,000; or (Diii) that would result in any payments to such person upon consummation or solely as a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation result of the Merger; (B) that is a written Contract for the employment of any Employee located in the United States (x) with an annual base salary in excess of $150,000; (y) that is not terminable at will; or (z) that would result in any payments to such individual upon the consummation or as a result of the Merger (either alone or in combination with another event); (o) any Contract providing for a license to a Company and its SubsidiariesEntity of Company Licensed Intellectual Property (other than licenses of commercially available Software licensed under a click-wrap or shrink-wrap license or subscription agreement, in each case, that is material to on a non-exclusive basis and having an annual license, subscription or maintenance fee of $250,000 or less in the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Companyaggregate); (ixp) any hedging, swap, derivativelease or agreement under which a Company Entity is lessee of, or similar Contractholds or operates any personal property owned by any other party, for which the annual rent exceeds $250,000; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (Bq) pursuant to which a Company Entity has made or may make a capital investment in, loan to, acquisition or divestiture of the Equity Interests or assets of, any Person, or the acquisition or divestiture of any business or third Person; and (r) any Contract providing for a license by a Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess Entity of $1,000,000, Company Owned Intellectual Property to a third party (other than non-exclusive licenses granted to a Company Entity’s, resellers and end-user customers in connection with the sale, distribution or use of a Company Entity’s products and services in the ordinary course of business). The Company has provided to Purchaser a true and complete copy (or, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities oral Contract, a written summary of the Company material terms and conditions of such oral Contract) of each Contract set forth or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(aon Schedule 5.14 (including all amendments, modifications, exhibits and schedules) of (collectively with the Company Disclosure ScheduleReal Property Leases, is referred to herein as a the “Material Contract.” Except for Contracts”). Each Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) Contract is in full force and effecteffect and constitutes a legal, except (i) as may be limited by bankruptcyvalid, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles binding obligation of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Entity, and to the Company’s Knowledge, the other party or parties thereto, enforceable against such Company Entity, and to the Company’s Knowledge, such other party or parties in accordance with its terms, subject to the Enforceability Limitations. The Company Entities have performed or complied with all material covenants and obligations under each Material Adverse Effect. Neither Contract, and neither the Company nor any Subsidiary of the Company has, andEntities nor, to the Knowledge of the Company’s Knowledge, none of the any other parties thereto have, violated any provision ofparty to a Material Contract is in, or committed is alleged to be in, material breach of or failed to perform any act underdefault under such Material Contract, and no nor has there occurred an event or condition exists, which (that with or without notice, lapse the passage of time or giving of notice (or both) would constitute such a material breach of or default underby a Company Entity or to the Company’s Knowledge, the provisions of any other party to such Material Contract, except in each case for those violations, acts (or failures . No party to act) and defaults which, individually or in the aggregate, would not reasonably be expected a Material Contract has provided notice to have a Company Material Adverse Effect and, as of February 1, 2021, Entity that it plans to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to terminate any Material Contract has (A) canceled or otherwise terminatedor, or threatened if in writing (or to cancel or otherwise to terminatethe Company’s Knowledge, oral), materially reduce its relationship business with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectEntities.

Material Contracts. (a) Except (iSection 4.14(a) as filed as exhibits of the Purchaser Disclosure Schedule sets forth a list of each of the following Contracts to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Planswhich, as of the date hereofof this Agreement, neither the Company nor Purchaser or any Subsidiary of the Company its Subsidiaries is a party to or is bound by any (each, a “Purchaser Material Contract:”): (i) that is a any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange ActSEC as determined as of the date of this Agreement); (ii) that is with each Contract (A) not to (or otherwise restricting or limiting the ten (10) largest customers ability of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company Purchaser or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (viito) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation area or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits to restrict the ability of the Company Purchaser or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, conduct business in each case, that is material to the Company and its Subsidiaries, taken as a wholeany geographic area; (viiiiii) relating to each Contract (other than any Purchaser Benefit Plan) providing for or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company resulting in payments by Purchaser or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries that exceeded $250,000 in the calendar year ended December 31, 2023, or that is reasonably likely to require, during the remaining term of the obligations such Contract, annual payments by Purchaser or any of its Subsidiaries that exceed $250,000; (iv) all Contracts granting to any Person an option or a first refusal, first offer, or similar preferential right to purchase or acquire any Purchaser Assets; (v) all material Contracts (A) for the granting or receiving of a license, sublicense or franchise (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and including any of its wholly-owned Subsidiaries or between or among such Contracts relating to any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by providing for or resulting in payment over $250,000 per year or (B) under which any Person is obligated to pay or has the Company right to receive a royalty, license fee, franchise fee or any Subsidiary similar payment in which it is reasonably expected to pay or receive a royalty, license fee, franchise fee or similar payment over $250,000, in each case of the Company to Company Intellectual Property clause (A) on an exclusive basis, and (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000), other than agreements with employees, non-exclusive licenses granted to customers in the ordinary course of businessPurchaser’s or its Subsidiaries’ customers, and/or (C) and non-exclusive licenses to commercially available, off-the-shelf Software that is otherwise material to the Company and its Subsidiaries taken as a wholehave been granted on standardized, generally available terms; (xivi) that is a license (or a covenantall partnerships, consent joint ventures, or other rights in similar agreements or to use Intellectual Propertyarrangements; (vii) any agreement with any director, officer, or stockholder of Third Party Rights granted to the Company Purchaser or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) thereof that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed described under Item 404 of Regulation S-K promulgated under of the Exchange ActSEC in the Purchaser SEC Reports; (viii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed, or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $1,000,000; (ix) any agreement for the disposition or acquisition by Purchaser or any of its Subsidiaries with material obligations of Purchaser or any of its Subsidiaries (other than confidentiality obligations) remaining to be performed, or material Liabilities of Purchaser or any Contract solely among of its Subsidiaries continuing, after the Company and its wholly-owned Subsidiariesdate of this Agreement, of any material business or any material amount of assets other than in the ordinary course of business; (x) any agreement restricting or limiting the payment of dividends or the making of distributions to stockholders, including intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law; and (xi) all material agreements with any Governmental Authority. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a4.14(b) of the Purchaser Disclosure Schedule sets forth all Contracts granting to any Person an option or a first refusal, first offer, or similar preferential right to purchase or acquire any material assets of Purchaser, a true and complete copy of which have been made available to the Company. (c) A true and complete copy of each Purchaser Material Contract (including any related amendments) entered into before the date of this Agreement has been filed as an exhibit (by reference or otherwise) to the Purchaser Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on April 30, 2024, or disclosed by Purchaser in a subsequent Purchaser SEC Report or made available to the Company Disclosure Schedule, before the date of this Agreement. Each Purchaser Material Contract is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company agreement of Purchaser or the its applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effectSubsidiary, except (i) as may where the failure to be limited by bankruptcy, insolvency, moratorium valid and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as binding would not, individually or in the aggregate, reasonably be expected to have a Company Purchaser Material Adverse Effect. Neither the Company nor any Except as would not be material to Purchaser, (i) neither Purchaser or such Subsidiary of the Company has, andnor, to the Knowledge of the CompanyPurchaser, none of the any other parties thereto haveparty, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a is in breach of or default under, the provisions of under any such Purchaser Material Contract, except in each case for those violations, acts (or failures to actii) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1the date of this Agreement, 2021, to the Knowledge there are no material disputes concerning any such Purchaser Material Contract and (iii) as of the Companydate of this Agreement, neither the Company nor no party under any Subsidiary of the Company Purchaser Material Contract has received given written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty its intent to any Material Contract has (A) canceled terminate or otherwise terminated, or threatened in writing seek a material amendment to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Purchaser Material Adverse EffectContract.

Material Contracts. (a) Except Other than (i) as filed as exhibits to the Company SEC DocumentsReal Property Leases, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and Company Plans, (iii) for Company Employee PlansContracts listed on Schedule 4.16(a) and 4.16(b) and (iv) Intellectual Property Licenses, Schedule 4.11(a) lists, as of the date hereof, neither all of the Company nor any Subsidiary of following executory contracts to which the Company is a party or by which its assets are bound (the "Material Contracts"): (1) individual Contracts with customers with respect to which the Company billed more than $100,000 during 1999; (2) any individual Contract which is an exclusive dealing, requirements or take or pay agreement involving expenditures in excess of $50,000 during 1998; (3) Contracts not listed or required to be listed pursuant to Section 4.11(a)(2) which provide for aggregate future annual payments by the Company of more than $100,000, except for purchase orders or sales orders arising in the ordinary and usual course of business, in which case they are listed only if any party thereto is bound obligated to make payments pursuant thereto aggregating more than $200,000; (4) Contracts which establish a partnership, joint venture, material agency or other similar arrangement; (5) any Contract which relates to indebtedness for borrowed money in excess of $50,000 or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Actasset); (ii6) any Contract which provides for future payments that is with the ten (10) largest customers are conditioned on or result from, in whole or in part, a change of control of the Company or a change of management of the Company; (7) any Contract which relates to marketing, sales or advertising and its Subsidiaries during provides for aggregate future payments of more than $100,000; (8) any Contract under which the fiscal year ended January 31Company has guaranteed the obligations of any Person, 2024 agreed to indemnify any Person (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into other than in the ordinary course of business), and other similar Contracts that are ancillary or agreed to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)share Tax liability with any Person; (iii9) that is with any Contract which relates to the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors acquisition by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all of the capital stock or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligationsanother Person; (vii10) containing (A) a covenant or other provision limiting in any material respect Contract which restricts the ability of the Company or any Subsidiary right of the Company to compete or engage in any line of business or to compete way with any other Person, or which contains covenants pursuant to which any non-natural Person has agreed not to compete, or otherwise restricts a non-natural Person's ability to engage freely, in any geographic area, part of the Company Business; (11) any Contract not disclosed herein or not otherwise required to be disclosed pursuant to this Schedule 4.11 which provides for annual payments in excess of $100,000 which extends more than a year from the date hereof and is not cancelable by the Company on 30 days' written notice without penalty; (12) any Contract which provides for the sale or lease after the date hereof of any of the assets of the Company other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, ; and (B13) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of any Contract which binds the Company to make payments to any director or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary former director of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except (i) as filed as exhibits to Section 5.1(j) of the Company SEC Documents, (ii) for this Agreement Disclosure Schedule sets forth a true and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Planscomplete list, as of the date hereofof this Agreement, neither of each of the following types of Contracts (excluding (x) Benefit Plans and (y) Contracts among the Company nor and any Subsidiary wholly-owned Subsidiaries of the Company is a party to or is bound by any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation Samong wholly-K owned Subsidiaries of the Exchange Act); (iiCompany) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside is a party as of the ordinary course date of business pursuant this Agreement (such type of Contracts, regardless when entered into, being herein referred to which as the “Material Contracts”) (it being understood that such Section 5.1(j) of the Company Disclosure Schedule may exclude Contracts filed as exhibits to any forms, statements, reports or documents filed or furnished to the SEC, but that such Contracts shall constitute Material Contracts to the extent that they would fall within any of clauses (A) through (I) below): (A) each Contract or series of related Contracts requiring or reasonably likely to result in payment by the Company and any of its Subsidiaries of consideration in excess of $100,000,000 in any fiscal year; (B) each Contract requiring or reasonably likely to result in payments to the Company and its Subsidiaries in excess of $100,000,000 in any fiscal year; (C) each Contract or series of related Contracts evidencing Indebtedness of the Company or any of its Subsidiaries (other than intercompany Indebtedness owed by the Company or any wholly-owned Subsidiary) having an outstanding principal amount in excess of $100,000,000 individually and each Contract creating or resulting in the creation of any Encumbrance on any assets of the Company or any of its Subsidiaries securing Indebtedness in an amount in excess of $100,000,000 individually; (D) each Contract with any Governmental Entity (including any subcontract with a prime contractor or other subcontractor who is a party to any such Contract) involving or reasonably likely to involve payments in excess of $150,000,000 per fiscal year; (E) each Contract containing covenants binding upon the Company or its Subsidiaries have material continuing obligations; that (viiI) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits expressly restricts the ability of the Company or any of its Subsidiaries to sell(or which, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation following the consummation of the Merger, would expressly restrict the ability of the Surviving Corporation or its Affiliates) to compete in any business or geographic area in a manner material to the Company (or the Surviving Corporation) and its Subsidiaries, taken as a whole or (II) grants “most favored nation” status in each case, that is a manner material to the Company and its Subsidiaries, taken as a whole, and that, following the Merger, would apply to Parent and its Subsidiaries; (viiiF) relating each Contract: (I) pursuant to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights which a third party has granted to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries a commercial right to use, practice under or sublicense, or a covenant not to ▇▇▇ under, any Intellectual Property Rights that are material to the conduct of the obligations business of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and its Subsidiaries, taken as a whole, other than any non-exclusive license entered into the ordinary course of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); business for commercially available Intellectual Property Rights; (ixII) any hedging, swap, derivative, or similar Contract; (x) that is pursuant to which a license (or a covenant, consent or other rights in or third party has granted to use Intellectual Property) granted by the Company or any Subsidiary of its Subsidiaries a commercial right to use any Germplasm or any other biological material used in the development of, or incorporated in, seed varieties, including microorganisms and plasmids (“Biological Materials”) that is material to the conduct of business of the Company to Company Intellectual Property and its Subsidiaries, taken as a whole; (A) on an exclusive basis, (BIII) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as has granted a whole; (xi) that is third party a license (commercial right to use, practice under or sublicense, or a covenantcovenant not to ▇▇▇ under, consent any material Owned Intellectual Property (excluding, however, any licenses to growers, seed companies or other rights distributors under Contracts for which the material terms are substantially consistent with the terms provided in or to use Intellectual Property) a standard contract template of Third Party Rights granted to the Company or any a Subsidiary of the Company for the applicable crop and geographic area); (AIV) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) has granted a third party a right to develop any Germplasm or Biological Materials for commercial use that is material to the conduct of business of the Company and its Subsidiaries, taken as a settlement, conciliation whole; or similar Contract (xV) with any Governmental Authority entered into since February 1, 2021, (y) pursuant to which would require the Company or any of its Subsidiaries has granted a third party a current or contingent right (including options or rights of first refusal) to pay consideration acquire ownership of, or an exclusive license to, any material Owned Intellectual Property; (G) each Contract between or among the Company or any of its Subsidiaries, on the one hand, and any director, officer, stockholder holding five (5) percent or more than $1,000,000 after of any class of outstanding equity securities of the date Company or, to the Company’s Knowledge, any Affiliate of this Agreement or such Person, on the other hand; (zH) that subjects each Contract to which the Company or any of its Subsidiaries to is a party providing for any material ongoing requirements joint venture or restrictions (other than ordinary course confidentiality requirements or restrictions);material joint arrangement; and (xvI) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person each Contract that would be required to be disclosed under filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 404 601(b)(10) of Regulation S-K promulgated under the Exchange Securities Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein previously filed as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty an exhibit to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse EffectReport.

Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as set forth on Section 3.16 of the date hereofDisclosure Schedule, neither the Company nor any Subsidiary of the Company its Subsidiaries is a party to or is bound by any Contract: any: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); collective bargaining agreement or contract with any labor union; (ii) that bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase, stock option, stock appreciation or similar plan; (iv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis involving an annual compensation commitment by the Company or a Subsidiary in excess of $200,000; (v) agreement or indenture relating to the borrowing of money in excess of $1,000,000 or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien (as defined herein)) on any material portion of the Company's assets; (vi) guaranty of any obligation for borrowed money in excess of $1,000,000; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $250,000, (viii) contract or group of related contracts with the ten same party for the purchase of inventories, supplies or services, under which the undelivered balance of such inventories, supplies or services has a selling price in excess of $1,000,000; (10ix) largest customers contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $1,000,000; (x) agreement pertaining to Intellectual Property (as hereinafter defined) including, license agreements or similar arrangements; or (xi) contract which prohibits or materially limits the Company or a Subsidiary in any material respect from freely engaging in business in the United States or anywhere else in the world (all such contracts and agreements, "Material Contracts"). The Company has provided or made available to ICS (i) true and complete copies of all written Material Contracts, or (ii) with respect to such Material Contracts that have not been reduced to writing, a written description thereof, each of which is listed on Section 3.16 of the Disclosure Schedule. Neither the Company and nor any of its Subsidiaries during is, or has received any notice or has any knowledge that any other party is, in default in any respect under any such Material Contract, except for those defaults which would not reasonably be likely, either individually or in the fiscal year ended January 31aggregate, 2024 to have a Material Adverse Effect with respect to the Company; and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a material default. For purposes of this Agreement, "Permitted Liens" shall mean (as determined based on revenue received from such customers during such time periodi) Liens for Taxes (excluding any non-disclosure agreementsother than those pursuant to Section 412 of the Code) or governmental assessments, data processing agreementscharges or claims, purchase orders the payment of which is not yet due, or statements for Taxes, the validity of work which are being contested in good faith by appropriate proceedings; (ii) statutory Liens incurred in the ordinary course of business for sums not yet due or invoices entered into being contested in good faith; (iii) Liens relating to deposits made in the ordinary course of business, ; and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for Liens which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or do not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither aggregate materially interfere with or materially impair the Company nor any Subsidiary conduct of the Company hasBusiness as it is currently being conducted, andor the value, to the Knowledge marketability, use or ownership of the Company, none of the other parties thereto have, violated any provision of, or committed or failed asset to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectit attaches.

Material Contracts. (a) Except (iSchedule 3.12(a) as filed as exhibits to of the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee PlansSeller Disclosure Letter sets forth, as of the date hereof, neither the Company nor any Subsidiary a list of all of the Company following Contracts that relate primarily to the Business or are necessary for the operation of the Business, in each case, to which a Seller or a Conveyed Entity is a party to party, or is bound by any Contract: that has been entered into on behalf of the Business (i) collectively, together with each such Contract that is entered into after the date of this Agreement, the “Material Contracts”; and each a “material contract” Material Contract”), materially correct and complete copies of which (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, other than purchase orders or statements of work or invoices for Business Products entered into in the ordinary course of businessthe Business) have been made available to Purchaser: (i) each equipment lease or other lease of personal property which entails annual rental payments in excess of $250,000 per annum or $500,000 in the aggregate; (ii) each Contract for goods and/or services (including any intercompany Contracts) by and between any of the Sellers and/or the Conveyed Entities and/or any of their Affiliates (other than the Business) and/or any of the officers, directors or employees of either Seller or the Conveyed Entities and/or any of their Affiliates (other than the Business), on the one hand, and the Business, on the other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries)hand; (iii) that is with the ten each mortgage, indenture, security agreement, pledge, note, loan agreement or guarantee (10excluding items set forth in Schedule 3.15(b) largest vendors of the Company and its Subsidiaries during Seller Disclosure Letter) in respect of Indebtedness of the fiscal year ended January 31, 2024 (as determined based on cost Conveyed Entities or the Business in excess of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company)$250,000; (iv) each customer, distribution, reseller or sales representative Contract expected to result in payment to the applicable Conveyed Entity or any other Person on behalf of the Business in excess of $1,000,000 per annum or that is a Government Contracthave resulted in such payments in excess of $2,000,000 in the aggregate over the last three years; (v) evidencing each Contract with a capital expenditure for which future payments are required Governmental Authority expected to result in payment to a Conveyed Entity in excess of $5,000,000100,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all each Contract with vendors (including OEMs) of the assets of any Person for aggregate consideration Business expected to result in payment by the applicable Conveyed Entity in excess of $5,000,000 by 1,000,000 per annum or that have resulted in such payments in excess of $2,000,000 in the Company or any of its Subsidiaries outside of aggregate over the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligationslast three years; (vii) containing each Contract relating to capital expenditures and involving similar future payments in excess of $250,000 individually or $500,000 in the aggregate; (Aviii) a covenant each Contract relating to the disposition of material assets of the Business or other provision limiting the acquisition or disposition of any assets or any interest in any material respect Person or business enterprise; (ix) each Contract limiting the ability of any Conveyed Entity or the Company or any Subsidiary of the Company to compete or engage in any line of business or Business to compete with any Person in Person; (x) each material joint venture Contract; (xi) each Intellectual Property License; (xii) each employment Contract, consulting Contract and severance agreement with any geographic areadirector, other than any customary officer or employee non-solicitation of either Seller or no-hire clauses entered into in its Affiliates, Tyco or its Affiliates or the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its SubsidiariesConveyed Entities, in each case, that engaged primarily in the Business, which is material likely to the Company and its Subsidiaries, taken as a whole; (viii) relating to involve payments by or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, on behalf of the Company Seller or any Subsidiary its Affiliates, Tyco or its Affiliates or the Conveyed Entities in excess of the Company$150,000 per year, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property including Contracts (A) on an exclusive basisto employ or terminate executive officers or other key personnel (including key engineering staff), (B) with such present or former officers or directors pursuant to which the Company Conveyed Entities or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or Business has current Liabilities or (C) that is will result in the payment by, or the creation of any Liability to pay on behalf of the Conveyed Entities, the Business or the Purchaser any severance, termination, “golden parachute,” or other similar payments to any such present or former employees following termination of employment or otherwise material as a result of the consummation of the transactions contemplated by Transaction Documents, provided that the information relating to the Company and its Subsidiaries taken foregoing shall be as a whole; (xi) that is a license (or a covenant, consent or other rights of the date specified in or to use Intellectual PropertySchedule 3.12(a) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000Seller Disclosure Letter; (xiii) that involves a material joint venture, profit sharing, partnership each collective bargaining Contract or similar agreement from which the Company Contract, including any Contract with any union, works council or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024similar labor entity; (xiv) that is a settlement, conciliation each Contract of indemnification or similar Contract hold harmless agreement (x) including with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries respect to any material ongoing requirements director, officer or restrictions (other than ordinary course confidentiality requirements employee of either Seller or restrictionsits Affiliates, Tyco or its Affiliate or the Conveyed Entities, in each case, engaged primarily in the Business); (xv) each power of attorney granted by any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities Conveyed Entity that is effective and outstanding as of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiariesdate hereof; orand (xvi) is with an affiliate or each other Person that Contract, the loss of which would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiarieshave a Material Adverse Effect. (b) Each Contract of the type described above in Section 4.15(a), whether or not Except as set forth in Section 4.15(aon Schedule 3.12(a) of the Company Seller Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their termsLetter, all notices, approvals and consents that were agreed by the parties to the Tyco Agreement to be given or obtained pursuant to that agreement have been properly given or obtained as required by each Material Contract in order to validly assign, transfer or convey each such Contract to Sellers or the Conveyed Entities. Except as set forth on Schedule 3.12(a) of the Seller Disclosure Letter, each Material Contracts are (A) Contract is in full force and effect and is a valid and binding on the Company or the applicable Subsidiary agreement of each of the CompanyConveyed Entities (or, as applicable, the case may be, Affiliate of the Conveyed Entities party thereto) and, to the Knowledge of the CompanySellers, each any other party theretoto any such Contract; and there exists no breach, and (B) in full force and effectviolation, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles default or event of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company has, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which default (with or without notice, lapse of time or both) would constitute by the applicable Seller or a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021Conveyed Entity or, to the Knowledge of the CompanySellers, neither the Company nor any Subsidiary of the Company has received written notice other party to any such Contract, with respect to any term or provision of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with the Company or any Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the amount of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other thanContract, in each case, as which would not reasonably be expected to have a Material Adverse Effect. (c) There are no warranty claims or other uninsured claims pending or, to the Knowledge of Sellers, threatened against any of the Sellers, the Conveyed Entities or the Business under any Contracts which might involve a material monetary Liability which is not reserved against in the Balance Sheet.

Material Contracts. (a) Except (iSchedule 5.3(a) as filed as exhibits to lists each of the Company SEC Documents, (ii) for this Agreement following contracts and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary Venture or of Marigold on behalf of the Company is a party to or is bound by any Contract:Venture (the “Material Contracts”): (i) any service or supply of goods agreement, license agreement or technology agreement that is a “material contract” requires, in accordance with its terms, payments in excess of $500,000 in any twelve-month period and which may not be cancelled on thirty (as such term is defined in Item 601(b)(1030) of Regulation S-K of the Exchange Act)days’ prior notice or less; (ii) agreements with Sellers or any Affiliates of Sellers or any current officer or director of Sellers or Marigold (other than agreements made in the ordinary course of business on terms generally available to similarly situated non-affiliated parties); (iii) agreements that is with restrict the ten (10) largest customers ability of the Company and its Subsidiaries during Venture or Marigold to engage in any line of business, including restriction on the fiscal year ended January 31ability of Marigold to carry on mining, 2024 exploration or other activities in any location; (as determined based iv) agreements with any labor union or association representing any Employee; (v) agreements for the purchase or sale of any of the assets of the Venture other than in the ordinary course of business, for consideration in excess of $500,000; (vi) agreements relating to any acquisition to be made on revenue received from such customers during such time periodbehalf of the Venture of any operating business or the capital stock of any other Person, in each case for consideration in excess of $500,000; (vii) agreements relating to the incurrence of Indebtedness, or the making of any loans, with Persons other than Sellers or their Affiliates, in each case involving amounts in excess of $500,000; (excluding viii) any non-disclosure agreementsagreement that would prohibit or restrict the transactions contemplated by this Agreement or under which the transactions contemplated by this Agreement would constitute a breach; (ix) any joint venture agreements including, data processing agreementswithout limitation, purchase orders or statements of work or invoices the Operating Agreement; and (x) any agreements that have not been entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company); (iv) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or relating to disposition, voting or dividends with respect to any equity securities of the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Material Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company Venture (or in the applicable Subsidiary case of a Material Contract entered into by Marigold for the benefit of the CompanyVenture, as the case may be, and, to the Knowledge of the Company, each other party thereto, on Marigold) in accordance with its terms and (B) is in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company Venture nor any Subsidiary of the Company hasMarigold, and, to the Knowledge of the Company, none of the other parties thereto have, violated any provision ofas applicable, or committed to Sellers’ Knowledge in each case, any other party thereto, is in breach of or failed default under (or is alleged to perform be in breach of or default under), or has provided or received any act undernotice of any intention to terminate, any Material Contract. To Sellers’ Knowledge, Marigold has not received any notice of breach of or default under any such contract that remains outstanding and no counterparty has alleged that any default exists that remains outstanding. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer in the Data Room. To Sellers’ Knowledge, no event or condition existscircumstance has occurred that, which (with notice or without notice, lapse of time or both) , would constitute a breach an event of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and, as of February 1, 2021, to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company has received written notice of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to under any Material Contract has (A) canceled or otherwise terminated, result in a termination thereof or threatened in writing to cancel would cause or otherwise to terminate, its relationship with permit the Company acceleration or other changes of any Subsidiary (as applicable) right or (B) decreased materially obligation or threatened to decrease materially or limit materially, the amount loss of business that any such counterparty presently engages in or presently conducts with the Company and its Subsidiaries other than, in each case, as would not reasonably be expected to have a Material Adverse Effectbenefit thereunder.

Material Contracts. (a) Except (i) as filed as exhibits Set forth on Schedule 4.12 is a true, correct and complete list of each of the following Contracts to which the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date hereofof this Agreement: (a) Contracts relating to Company Debt or to mortgaging, neither pledging or otherwise placing a Lien on any material portion of any assets or property of the Company nor or any Subsidiary, other than Permitted Liens, including letters of credit, guaranties, indentures, swaps and similar agreements; (b) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company or any Subsidiary of any operating business or material assets or the Company is a party to or is bound by capital stock of any Contract: (i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act)other Person; (iic) Contracts relating to the ownership of or investments in or disposition of any business or enterprise, including Contracts for investments in joint ventures, strategic alliances, cooperatives, partnerships, licensing arrangements or sharing of profits or proprietary information and minority equity investments; (d) Contracts that is with require the ten acquisition of any material assets or properties (10including equity interests) largest customers of any other Person in excess of $500,000 or any Contract relating to prior acquisitions to the extent the Company and or any of its Subsidiaries during the fiscal year ended January 31still has any remaining right, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreementsobligation or liability thereunder, data processing agreements, except for purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries); (iiie) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost require the disposition of goods and services is paid any material assets or payable by the Company); properties (ivincluding equity interests) that is a Government Contract; (v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000; (vi) relating to the disposition 500,000 or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations; (vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of assets, rights or properties or (D) a minimum purchase, minimum volume, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (viii) relating to or evidencing indebtedness for borrowed money, debt securities, warrants or other rights to acquire any debt securities, of the Company or any Subsidiary of the Company, or any guarantee by the Company or of its Subsidiaries of the obligations of any Person (in each case, excluding, for the avoidance of doubt, intercompany loans between the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company); (ix) any hedging, swap, derivative, or similar Contract; (x) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) granted by the Company or any Subsidiary of the Company to Company Intellectual Property (A) on an exclusive basis, (B) pursuant to which the Company or any Subsidiary received licensing revenues for the fiscal year ended January 31, 2024 in excess of $1,000,000, other than non-exclusive licenses granted to customers in the ordinary course of business, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xi) that is a license (or a covenant, consent or other rights in or to use Intellectual Property) of Third Party Rights granted to the Company or any Subsidiary of the Company (A) on an exclusive basis, (B) on a non-exclusive basis, if pursuant to which the Company or any Subsidiary made payments during the fiscal year ended January 31, 2024 in excess of $1,000,000, and/or (C) that is otherwise material to the Company and its Subsidiaries taken as a whole; (xii) that is a Company Real Property Lease with remaining obligations in excess of $1,000,000; (xiii) that involves a material joint venture, profit sharing, partnership or similar agreement from which the Company or any of its Subsidiaries recognized revenues in excess of $1,000,000 during the fiscal year ended January 31, 2024; (xiv) that is a settlement, conciliation or similar Contract (x) with any Governmental Authority entered into since February 1, 2021, (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement or (z) that subjects the Company or any of its Subsidiaries to any material ongoing requirements or restrictions (other than ordinary course confidentiality requirements or restrictions); (xv) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of the Company or any of its Subsidiaries or any Contract relating to dispositionprior dispositions to the extent the Company or any of its Subsidiaries still has any remaining right, voting obligation or dividends liability thereunder, except for purchase orders entered into in the ordinary course of business; (f) Contracts under which the Company or any of its Subsidiaries is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rent exceeds $500,000; (g) Contracts under which the Company or any of its Subsidiaries is lessor of, or permits any third party to hold or operate any property, real or personal, for which the annual rent exceeds $500,000; (h) Contracts or group of related Contracts with respect to any equity securities the same party for the purchase of products or services providing for payments by the Company or any of its Subsidiaries; or (xvi) is with an affiliate or other Person that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act, other than any Contract solely among the Company and its wholly-owned Subsidiaries. (b) Each Contract of the type described above in Section 4.15(a), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract.” Except for Material Contracts that have expired or terminated by their terms, all of the Material Contracts are (A) valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect, except (i) as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity and (ii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither in excess of $500,000 in any fiscal year that is not terminable without penalty upon less than thirty (30) days prior written notice by the Company nor any Subsidiary or its Subsidiaries, as applicable; (i) Contracts or group of related Contracts with the same party providing for payments to the Company has, and, to the Knowledge or any of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act under, and no event or condition exists, which (with or without notice, lapse of time or both) would constitute a breach of or default under, the provisions of any Material Contract, except in each case for those violations, acts (or failures to act) and defaults whichits Subsidiaries, individually or in the aggregate, would not reasonably be expected in excess of $500,000 in any fiscal year, except for purchase orders entered into in the ordinary course and leases or subleases of any Real Property; (j) royalty Contracts, Intellectual Property Licenses or any other Contracts relating to have any Intellectual Property or Technology (excluding licenses pertaining to “off-the- shelf” commercially available Software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for a Company Material Adverse Effect and, as license fee of February 1, 2021, to the Knowledge no more than $500,000). (k) Contracts or series of the Company, neither related Contracts involving annual expenditures or receipts by the Company nor or any Subsidiary of more than $500,000 or providing for performance, regardless of amounts, over a period in excess of three (3) months after the date of such Contract, arrangement or commitment other than Real Property Leases; (l) employment, severance or consulting Contracts, offers of employment or Contracts providing for change in control or other similar payments; (m) warranties, indemnities or guaranties issued by the Company has received written notice or any Subsidiary (other than customary product warranties provided by the Company or any Subsidiary in the ordinary course of business); (n) Contracts containing (i) covenants restricting the right of the Company or any Subsidiary to engage in any business activity or to compete with any business anywhere in the world, (ii) covenants not to solicit or hire any person with respect to employment or (iii) covenants of any of the foregoing. To the Knowledge of the Company, since February 1, 2021, no counterparty to any Material Contract has other Person (A) canceled or otherwise terminated, or threatened in writing not to cancel or otherwise to terminate, its relationship compete with the Company or any Subsidiary (as applicable) in any line of business or in any geographical area or (B) decreased materially not to solicit or threatened hire any person with respect to decrease materially employment; (o) Contracts with a Governmental Entity or limit materially, with a Person known by the amount Company to be under contract with a Governmental Entity with respect to the subject matter of business that any such counterparty presently engages in or presently conducts the Contract with the Company and or any Subsidiary, as applicable; (p) Contracts under which the Company or any Subsidiary has made advances or loans to any other Person; (q) Contracts between the Company or any of its Subsidiaries and any referring physician, medical group, or a physician-owned entity that would be reasonably likely to involve payment to or from the Company or any of its Subsidiaries in excess of $100,000 and Contracts between the Company’s or any of its Subsidiaries’ medical director or program director that would be reasonably likely to involve payment to or from the Company or any of its Subsidiaries in excess of $25,000; (r) any other thanmaterial Contracts not made in the ordinary course of business and consistent with past practice that would be reasonably likely to involve payment to or from the Company or any of its Subsidiaries in excess of $500,000; or (s) outstanding offers or commitments to enter into any Contract of the nature described in subsections (a) through (r) of this Section 4.12. All such Contracts listed or required to be listed on Schedule 4.12 are referred to herein as “Material Contracts”. The Company has delivered to Parent prior to the date hereof, a true, correct and complete copy of all written Material Contracts (and a true, correct and complete description of all oral Material Contracts), together with all amendments, modifications and supplements thereto. Each of the Material Contracts is in each casefull force and effect and is a legal, valid and binding agreement of the Company or its Subsidiaries, as applicable, and is enforceable against the Company or its Subsidiaries, as applicable, and to the Company’s Knowledge, the other parties thereto, subject only to the General Enforceability Exceptions. Except as set forth on Schedule 4.12, neither the Company nor its Subsidiaries, as applicable, is in material breach or material default under any such Material Contract and no event has occurred which, with notice or lapse of time or both, would not reasonably be expected constitute such a breach or default by the Company or its Subsidiaries, as applicable, or, to have a the Company’s Knowledge, any other party thereto under such Material Adverse EffectContract.