Common use of Parent Material Contracts Clause in Contracts

Parent Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 of the Parent Disclosure Letter or agreements entered into after the date hereof in compliance with Section 5.1(b), neither Parent nor any of its Subsidiaries is a party to or bound by any contract constituting a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or (i) other material Contract with Parent’s top five (5) suppliers or customers; (ii) any Contract creating or relating to any material partnership, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; (iv) any contract, agreement, understanding or undertaking (A) pursuant to which Parent or any of its Subsidiaries is granting any material license to Parent Intellectual Property, (B) pursuant to which Parent or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that materially limits, curtails or restrains the ability of Parent or any of its Subsidiaries to exploit any material Parent Intellectual Property; (v) any agreement, contract, understanding or undertaking containing any “standstill” provisions or provisions of similar effect to which Parent or any of its Subsidiaries is a party or of which Parent or any of its Subsidiaries is a beneficiary; (vi) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between Parent or any of its Subsidiaries and any holder of Parent Common Stock or other equity securities of Parent, including any agreement granting any person investor, registration, director designation or similar rights; (vii) each agreement, contract, understanding or undertaking relating to the disposition or acquisition by Parent or any of its Subsidiaries of any business or any material amount of assets, or any investment by Parent or any of its Subsidiaries in any other person, with obligations remaining to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; (viii) any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in respect of the equity of Parent or any of its Subsidiaries, (B) the incurrence or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant to which any material Indebtedness of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among Parent and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract with a vendor or supplier of Parent or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would reasonably be expected to result, for fiscal year 2016, in payments by or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in this Section 4.20 being referred to herein as “Parent Material Contracts”). Parent has made available to the Company true and complete copies of all Parent Material Contracts. (b) Neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or the Subsidiary of Parent that is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that 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, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (c) Since December 31, 2013, neither Parent, any Subsidiary of Parent,

Parent Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 4.15(a) of the Parent Disclosure Letter or agreements entered into after the date hereof in compliance with Section 5.1(b), neither Parent nor any of its Subsidiaries is sets forth a party to or bound by any contract constituting a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or (i) other material Contract with Parent’s top five (5) suppliers or customers; (ii) any Contract creating or relating to any material partnership, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, list as of the date of this Agreement, or that restricts the ability Agreement of Parent or any of its Subsidiaries (or that, following the consummation each of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; (iv) any contract, agreement, understanding or undertaking (A) pursuant to which Parent or any of its Subsidiaries is granting any material license to Parent Intellectual Property, (B) pursuant to which Parent or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that materially limits, curtails or restrains the ability of Parent or any of its Subsidiaries to exploit any material Parent Intellectual Property; (v) any agreement, contract, understanding or undertaking containing any “standstill” provisions or provisions of similar effect following Contracts to which Parent or any of its Subsidiaries is a party or by which Parent, any of its Subsidiaries or its or their assets are bound (other than any Parent Employee Plan or Parent Real Property Lease) (each such Contract listed or required to be so listed, a “Parent Material Contract”): (i) any Contract that is a “material contract” as such term is defined in Item 601 (b)(10) of Regulation S-K; (ii) any Contract involving obligations (contingent or otherwise), payments or revenues in excess of $100,000 in the twelve months ended December 31, 2024 or expected obligations (contingent or otherwise), payments or revenues in excess of $100,000 in the next twelve months after the date of this Agreement; (iii) any Contract that (A) limits or purports to limit, in any material respect, the freedom of Parent 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 respect, the freedom of the Surviving Company, Parent or any of their respective Subsidiaries after the Closing (except where such limitation is imposed pursuant to Applicable Laws); (B) contains any material exclusivity or “most favored nation” obligations or restrictions or similar provisions that are binding on Parent or any of its Subsidiaries (or, after the Closing, that would be binding on the Surviving Company or any of its Affiliates); (C) contains requirements to purchase any minimum portion of any product or service from any Person or to sell any minimum portion of any product or service to any Person; or (D) contains a right of refusal, right of first offer or right of first negotiation or similar right with respect to a material asset owned by Parent or any of its Subsidiaries (other than any such Contracts that are terminable by Parent or any of its Subsidiaries on ninety (90) days or less notice without any required material payment or other material conditions, other than the condition of notice); (iv) promissory notes, loan agreements, indentures, evidences of Indebtedness or other instruments providing for or relating to the lending of money, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements or that provides for the guarantee, support, indemnification, assumption or endorsement by Parent or any of its Subsidiaries of, or any similar commitment by Parent or any of its Subsidiaries with respect to, the obligations, liabilities or Indebtedness of any other Person; (v) any Contract restricting the payment of dividends or the making of distributions to stockholders of Parent or the repurchase of stock or other equity of Parent; (vi) any Contract relating primarily to bitcoin mining, including miner purchase agreements, miner hosting agreements, infrastructure agreements, immersion cooling agreements and agreements related to research and development (including any statements of work thereto); (vii) any Contract that would require the disposition of any material assets or line of business of Parent or its Subsidiaries as a result of the consummation of the Mergers; (viii) any joint venture, profit-sharing, partnership, strategic alliance, collaboration, material research and development or other similar agreements with a third party that is material to the business of Parent and its Subsidiaries, taken as a whole; (ix) any Contract pursuant to which Parent or any of its Subsidiaries grants to or receives from any Third Party a license or similar right to any Intellectual Property that is material to Parent and its Subsidiaries, other than licenses granting rights to use commercially available hardware or software, including pursuant to shrinkwrap, clickthrough or other standard similar licensing terms; (x) any Contract pursuant to which Parent or any of its Subsidiaries grants to any Third Party a license or similar right to any Intellectual Property that is material to Parent and its Subsidiaries, taken as a whole, other than nonexclusive licenses granted in the ordinary course of business; (xi) any Contract that is a Collective Bargaining Agreement; (xii) any Related Party Contract to which Parent is a party; (xiii) any Contract involving the settlement of any action or threatened action (or series of related actions); (xiv) any Contract that is a lease of personal property that requires annual rent or other payments by lessee in excess of $100,000 to which Parent or any of its Subsidiaries is a beneficiaryparty, as lessee; and (vi) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between Parent or any of its Subsidiaries and any holder of Parent Common Stock or other equity securities of Parent, including any agreement granting any person investor, registration, director designation or similar rights; (vii) each agreement, contract, understanding or undertaking relating to the disposition or acquisition by Parent or any of its Subsidiaries of any business or any material amount of assets, or any investment by Parent or any of its Subsidiaries in any other person, with obligations remaining to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; (viii) any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in respect of the equity of Parent or any of its Subsidiaries, (B) the incurrence or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant to which any material Indebtedness of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among Parent and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract with a vendor or supplier of Parent or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xiixv) any Contract that resulted, for fiscal year 2015, or would reasonably be expected to result, for fiscal year 2016, in payments by or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in this Section 4.20 being referred to herein as “Parent Material Contracts”). Parent has made available relates to the Company true and complete copies acquisition or disposition of all Parent Material Contractsany Person, business or asset (other than any Contract or arrangement that provides solely for the acquisition of equipment or products or provision of services in the ordinary course of business). (b) Neither All of the Parent nor any Material Contracts are, subject to applicable Bankruptcy and Equity Exceptions, valid and binding obligations of Parent or a Subsidiary of Parent is (as the case may be) and, to the knowledge of Parent, each of the other parties thereto, and in breach full force and effect and enforceable in accordance with their respective terms against Parent or its Subsidiaries (as the case may be) and, to the knowledge of or default under Parent, each of the terms of any Parent Material Contract other parties thereto, except where such breach or default has had, or the failure to be so valid and binding and in full force and effect would not reasonably be expected to havebe material to Parent and its Subsidiaries, individually or in the aggregate, taken as a Material Adverse Effect on Parentwhole. To the knowledge of Parent, no other party Person is seeking to any Parent Material Contract is in breach of terminate or default under challenge the terms validity or enforceability of any Parent Material Contract where such breach or default Contract. Neither Parent nor any of its Subsidiaries nor, to the knowledge of Parent, any of the other parties thereto has hadviolated any provision of, or committed or failed to perform any act that (with or without notice, lapse of time or both) would constitute a default under any provision of, and as of the date of this Agreement neither Parent nor any of its Subsidiaries has received written notice that it has violated or defaulted under, any Parent Material Contract, except for those violations and defaults (or potential defaults) that would not reasonably be expected to haveexpected, individually or in the aggregate, to be material to Parent and its Subsidiaries, taken as a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or the Subsidiary of Parent that is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that 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, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parentwhole. (c) Since December 31, 2013, neither Parent, any Subsidiary of Parent,

Parent Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 4.17(a) of the Parent Disclosure Letter contains a complete and correct list, as of the date hereof, of each Contract (other than, for the avoidance of doubt, Contracts disclosed in Parent SEC Documents) described in this Section 4.17(a) under which Parent or any Parent Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which Parent or any Parent Subsidiary or any of their respective properties or assets is subject, in each case as of the date hereof (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Parent Disclosure Letter, being referred to herein as the “Parent Material Contracts”): (i) [reserved]; (ii) any material joint venture, partnership or limited liability company agreement (other than any such agreement solely between or among the Parent and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by Parent or any Parent Subsidiary of future payments in excess of $20,000,000 and that is material to Parent and the Parent Subsidiaries taken as a whole; (iv) any settlement agreement or similar Contract restricting in any material respect the operations or conduct of Parent or any Parent Subsidiary or any of their respective Affiliates; (v) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which Parent or any Parent Subsidiary is obligated to pay, or entitled to receive, payments in excess of $20,000,000 in the twelve (12)-month period following the date hereof and that is material to Parent and the Parent Subsidiaries taken as a whole; (vi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that obligates Parent or any Parent Subsidiary to make any future capital investment or capital expenditure outside the ordinary course of business consistent with past practice and in excess of $20,000,000; (vii) each material Contract to which Parent or any Parent Subsidiary is a party relating to the license of any Intellectual Property rights and each material Contract granting a license from a third-party for use of geophysical survey data, information, or interpretations, other than (A) licenses of commercially-available Software licensed pursuant to a standard license agreement involving aggregate payments of no more than $6,100,000 and (B) non-exclusive licenses of Intellectual Property rights incidental to the sale or purchase of products or services in the ordinary course of business consistent with past practice; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of Parent, any Parent Subsidiary or any of its Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or assets; (ix) each Contract that contains any standstill, exclusivity rights or “most favored nation” provisions or minimum use or supply requirements that are material in any respect to Parent, the Parent Subsidiaries or their Affiliates; (x) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of Parent or the Parent Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $75,000,000; (xi) each Contract (or form thereof and a list of the parties thereto) between Parent or any Parent Subsidiary, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Parent Subsidiary) of Parent or any Parent Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand (other than any Contract that is a Parent Benefit Plan); (xii) any Contract (or form thereof and a list of the parties thereto) pursuant to which Parent or any Parent Subsidiary has an obligation to indemnify such officer, director, Affiliate or family member; (xiii) each Parent Lease involving annual lease payments in excess of $10,000,000 or aggregate lease payments over the remaining life of the lease in excess of $20,000,000, and in each case that is material to Parent and the Parent Subsidiaries taken as whole; (xiv) each Contract that contains a put, call or similar right pursuant to which Parent or any of the Parent Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or material amount of assets (other than the Parent Equity Plans or agreements entered into after the date hereof in compliance with Section 5.1(bpursuant thereto), neither ; (xv) each Contract that includes a material indemnification obligation of Parent nor or any of its Subsidiaries which was granted outside of the ordinary course of business consistent with past practice; (xvi) each Contract that obligates any of Parent or the Parent Subsidiaries to make any loans, advances or capital contributions to, or investments in, any Person other than advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Gas Interests of Parent and the Parent Subsidiaries not covered by a joint operating agreement or participation agreement; (xvii) [reserved]; (xviii) [reserved]; (xix) [reserved]; (xx) each material Oil and Gas Lease that contains express provisions (A) establishing bonus obligations in excess of $20,000,000 that were not satisfied at the time of leasing or signing or (B) providing for a fixed term, even if there is still production in paying quantities; (xxi) each agreement (other than Oil and Gas Leases) pursuant to which any of Parent or its Subsidiaries has paid amounts associated with any Production Burden in excess of $20,000,000 during the immediately preceding fiscal year or with respect to which the Parent reasonably expects that it and/or one of its Subsidiaries will make payments associated with any Production Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $20,000,000 per year; (xxii) each agreement which is a party joint development agreement, joint operating agreement, farmout agreement, farmin agreement, area of mutual interest agreement, exploration agreement, participation agreement, acreage dedication agreement, pooling agreement, or pooling declaration, unit agreement that either (A) is material to the businesses of Parent and the Parent Subsidiaries, taken as a whole, or bound by (B) would reasonably be expected to require Parent and the Parent Subsidiaries to make expenditures in excess of $20,000,000 in the aggregate in any contract constituting 12-month period following the date hereof; (xxiii) any Contract with any current employees, officers or directors of Parent or any Parent Subsidiary which provides for annual base compensation in excess of $200,000, other than Contracts that are terminable without penalty or notice; (xxiv) any Contract with any oilfield services company or other independent contractors that could not be terminated without payment in excess of $15,000,000; and (xxv) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECSEC and under National Instrument 51-102—Continuous Disclosure Obligations) or with respect to Parent. (b) Except as has not had and would not be reasonably expected to have a Parent Material Adverse Effect, (i) other material each Parent Material Contract with is, and immediately after the Effective Time will continue to be, a valid and binding agreement of Parent or one of the Parent Subsidiaries party thereto and, to Parent’s top five (5) suppliers or customers; Knowledge, each other party thereto, and (ii) each Parent Material Contract (except for any such Contract creating that has expired or relating to any material partnershipterminated in accordance with its terms) is in full force and effect, joint venture, strategic alliance or joint development agreement or relating subject to the formationEnforceability Limitations, creation, operation, management or control and each of any partnership or joint venture or Parent and the Parent Subsidiaries (to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; (iv) any contract, agreement, understanding or undertaking (A) pursuant to which Parent or any of its Subsidiaries is granting any material license to Parent Intellectual Property, (B) pursuant to which Parent or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that materially limits, curtails or restrains the ability of Parent or any of its Subsidiaries to exploit any material Parent Intellectual Property; (v) any agreement, contract, understanding or undertaking containing any “standstill” provisions or provisions of similar effect to which Parent or any of its Subsidiaries extent it is a party thereto or of which Parent or any of its Subsidiaries is a beneficiary; (vibound thereby) any stockholder or shareholderand, investor rights or registration rights agreement or similar agreementto Parent’s Knowledge, contract, understanding or undertaking between Parent or any of its Subsidiaries and any holder of Parent Common Stock or each other equity securities of Parent, including any agreement granting any person investor, registration, director designation or similar rights; (vii) each agreement, contract, understanding or undertaking relating to the disposition or acquisition by Parent or any of its Subsidiaries of any business or any party thereto has performed in all material amount of assets, or any investment by Parent or any of its Subsidiaries in any other person, with respects all obligations remaining required to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; (viii) by it under each Parent Material Contract. Neither Parent nor any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in respect of the equity of Parent or any of its Subsidiaries, and, to Parent’s Knowledge, no other party thereto is (Bor, with or without notice or lapse of time would be) the incurrence in default or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant to which breach in any material Indebtedness respect under the terms of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between Parent Material Contract and, to the Parent’s Knowledge, no event has occurred that (with or among Parent and its wholly-owned Subsidiaries; (xwithout notice or lapse of time) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract with a vendor or supplier of Parent or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015will, or would reasonably be expected to result(A) constitute such a violation or breach, for fiscal year 2016, in payments by (B) give any Person the right to accelerate the maturity or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in this Section 4.20 being referred to herein as “Parent Material Contracts”). Parent has made available to the Company true and complete copies of all Parent Material Contracts. (b) Neither Parent nor any Subsidiary of Parent is in breach of or default under the terms performance of any Parent Material Contract where such breach or default has had(C) give any Person the right to cancel, terminate or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. To the knowledge of Parent, no other party to modify any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or the Subsidiary of Parent that is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that 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, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ParentContract. (c) Since December 31January 1, 20132017, neither ParentParent nor any of the Parent Subsidiaries has received any notice of any material violation or breach of, material default under or intention to cancel, terminate, materially modify or not renew, any Subsidiary of Parent,Parent Material Contract.

Parent Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 4.10 of the Parent Disclosure Letter Schedules lists each of the following Contracts of Parent (such Contracts, together with all Contracts concerning the occupancy, management, or agreements entered into after the date hereof operation of any Real Property (including without limitation, brokerage contracts) and all Parent IP Agreements set forth in compliance with Section 5.1(b), neither Parent nor any of its Subsidiaries is a party to or bound by any contract constituting a “material contract” (as such term is defined in Item 601(b)(104.13(b) of Regulation S-K of the SEC) or Parent Disclosure Schedules, being “Parent Material Contracts”): (i) other material each Contract with Parent’s top five (5) suppliers or customers; (ii) any Contract creating or relating to any material partnership, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability of Parent or any of its Subsidiaries involving aggregate consideration in excess of $50,000 and which, in each case, cannot be cancelled by Parent or is Subsidiary without penalty or without more than 90 days’ notice; (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliatesii) to compete in any business all Contracts that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of require Parent or any of its Subsidiaries to purchase its total requirements of any product or service from a third party or that contain “take or pay,” “minimum volume,” “throughput and deficiency” or similar provisions; (iii) all Contracts that provide for the indemnification by Parent or thatany of its Subsidiaries of any Person or the assumption of any Tax, following environmental or other Liability of any Person, other than Contracts entered into in the consummation ordinary course of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; business; (iv) all Contracts that relate to the acquisition or disposition of any contractbusiness, agreementa material amount of stock or assets of any other Person or any real property (whether by merger, understanding sale of stock, sale of assets or undertaking otherwise); (Av) pursuant all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting, and advertising Contracts to which Parent or any of its Subsidiaries is granting any material license to Parent Intellectual Property, a party; (Bvi) pursuant all employment agreements with employees and Contracts with independent contractors or consultants (or similar arrangements) to which Parent or any of its Subsidiaries is being granted a party and which are not cancellable without material penalty or without more than 14 days’ notice; (vii) except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees) of Parent or any material license of its Subsidiaries; (viii) all Government Contracts to Intellectual Property, which Parent or any of its Subsidiaries is a party; (Cix) all Contracts that materially limits, curtails limit or restrains purport to limit the ability of Parent or any of its Subsidiaries to exploit compete in any material Parent Intellectual Property; line of business or with any Person or in any geographic area or during any period of time; (vx) any Contracts to which Parent or any of its Subsidiaries is a party that provide for any joint venture, partnership, joint development (including any joint development, exploration, participation or farmout agreement, contract, understanding ) or undertaking containing similar arrangement by Parent or any “standstill” provisions of its Subsidiaries; (xi) all collective bargaining agreements or provisions of similar effect Contracts with any Union to which Parent or any of its Subsidiaries is a party or of by which Parent or any of its Subsidiaries is a beneficiaryare bound; and (vixii) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between other Contract that is material to Parent or any of its Subsidiaries and any holder of Parent Common Stock or other equity securities of Parent, including any agreement granting any person investor, registration, director designation or similar rights; (vii) each agreement, contract, understanding or undertaking relating to the disposition or acquisition by Parent or any of its Subsidiaries of any business or any material amount of assets, or any investment by Parent or any of its Subsidiaries in any other person, with obligations remaining to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; (viii) any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in respect of the equity of Parent or any of its Subsidiaries, (B) the incurrence or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement not previously disclosed pursuant to which any material Indebtedness of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among Parent and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract with a vendor or supplier of Parent or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would reasonably be expected to result, for fiscal year 2016, in payments by or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in this Section 4.20 being referred to herein as “Parent Material Contracts”). Parent has made available to the Company true and complete copies of all Parent Material Contracts4.10. (b) Neither Each Parent Material Contract is valid and binding on Parent and its Subsidiaries, as applicable, in accordance with its terms and is in full force and effect. To Parent’s Knowledge, neither Parent nor any Subsidiary of Parent its Subsidiaries is in breach of or default under the terms of any Parent Material Contract where such breach (or default has had, or would reasonably is alleged to be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms under) in any material respect, nor has it provided or received any notice of any intention to terminate, any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ParentContract. Each Complete and correct copies of each Parent Material Contract is a valid(including all modifications, binding amendments and enforceable obligation of Parent or the Subsidiary of Parent that is party supplements thereto and, and waivers thereunder) have been made available to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that 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, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ParentCompany. (c) Since December 31, 2013, neither Parent, any Subsidiary of Parent,

Parent Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 5.15(a) of the Parent Disclosure Letter lists each of the following written contracts and leases to Parent or agreements entered into after the date hereof in compliance with Section 5.1(b), neither Parent nor any of its Subsidiaries of Parent Leased Real Property (such contracts and agreements being “Parent Material Contracts”) that is a party to or bound by any contract constituting a “material contract” (in effect as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or date of this Agreement: (i) other material Contract with Parent’s top five contracts for the purchase of products or for the receipt of services, the performance of which will extend over a period of one (51) suppliers year or customers; more and which involve consideration or payments by Parent or any of its Subsidiaries in excess of $2,000,000 in the aggregate during the calendar year ended December 31, 2014; (ii) contracts for the furnishing of products or services by Parent or any Contract creating of its Subsidiaries, the performance of which will extend over a period of one (1) year or relating to any material more and which involve consideration or payments in excess of $2,000,000 in the aggregate during the calendar year ended December 31, 2014; (iii) contracts concerning the establishment or operation of a partnership, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or limited liability company; (iv) material contracts under which there has been imposed a security interest on any of the assets, tangible or intangible, of Parent or any of its Subsidiaries; (v) material contracts (i) that grant Parent or any of its Subsidiaries a license to, option to, or right to the ownership use or exploit (including by means of a covenant not to sue) Inte▇▇▇ctual Property owned or controlled by any equity interest in other Person or (ii) under which Parent or any entity of its Subsidiaries grants a license to, option to, or business enterprise other than Subsidiaries right to use or exploit (including by means of Parent, a covenant not to sue) any ▇▇▇ellectual Property; in each case material to Parent case, excluding off-the-shelf, commercially available and its Subsidiaries, taken as a whole; “shrink-wrap” software licenses; (iiivi) any contract, agreement, understanding or undertaking containing covenants binding upon the lease agreements of Parent or any of its Subsidiaries that materially restrict the ability pertain to each parcel of material Parent or any of its Subsidiaries Leased Real Property; (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliatesvii) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; (iv) any contract, agreement, understanding or undertaking contracts containing (A) pursuant to which Parent or any of its Subsidiaries is granting any material license to Parent Intellectual Property, (B) pursuant to which Parent or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that a covenant materially limits, curtails or restrains restricting the ability of Parent or any of its Subsidiaries to exploit engage in any material Parent Intellectual Propertyline of business in any geographic area or to compete with any Person, to market any product or to solicit customers; (vB) any agreementa provision granting the other party “most favored nation” status or equivalent preferential pricing terms; or (C) a provision granting the other party exclusivity or similar rights; and (viii) indentures, contractcredit agreements, understanding or undertaking containing any “standstill” provisions or provisions of loan agreements and similar effect instruments pursuant to which Parent or any of its Subsidiaries is a party has or will incur or assume any indebtedness or has or will guarantee or otherwise become liable for any indebtedness of which any other Person for borrowed money in excess of $1,000,000, other than any indentures, credit agreements, loan agreements or similar instruments between or among any of Parent or and any of its Subsidiaries is a beneficiary; Subsidiaries. (vib) any stockholder or shareholderParent has made available to TDCC true, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between complete and correct copies of each Parent or any of its Subsidiaries and any holder of Parent Common Stock or other equity securities of Parent, including any agreement granting any person investor, registration, director designation or similar rights; (vii) each agreement, contract, understanding or undertaking relating to the disposition or acquisition by Parent or any of its Subsidiaries of any business or any material amount of assets, or any investment by Parent or any of its Subsidiaries Material Contract in any other person, with obligations remaining to be performed or material liabilities or obligations for damages or losses continuing after effect on the date of this Agreement; (viii) any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in respect of the equity of Parent or any of its Subsidiaries, (B) the incurrence or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant to which any material Indebtedness of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among Parent and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract with a vendor or supplier of Parent or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would reasonably be expected to result, for fiscal year 2016, in payments by or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in this Section 4.20 being referred to herein as “Parent Material Contracts”). Parent has made available to the Company true and complete copies of all Parent Material Contracts. (b) Neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, valid and binding and enforceable obligation of on Parent or the Subsidiary of Parent that is party thereto its Subsidiaries, as applicable and, to the knowledge of Parent’s Knowledge, of each other party the counterparty thereto, and is in full force and effect, except (i) that such enforcement may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws relating to or affecting creditors’ rights generally, (ii) that equitable remedies of specific performance generally and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity), except insofar as it has expired in accordance with its terms after the court before which date hereof. Neither Parent nor any proceeding therefor may be brought, and (iii) as has not hadof its Subsidiaries is in material breach of, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (c) Since December 31, 2013, neither Parentmaterial default under, any Subsidiary of Parent,Parent Material Contract to which it is a party.

Parent Material Contracts. (aPart 3.21(a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 of the Parent Disclosure Letter or agreements entered into after the date hereof in compliance with Section 5.1(b), neither Parent nor any of its Subsidiaries is a party to or bound by any contract constituting a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K Schedule accurately identifies each of the SEC) or (i) other material Contract with Parent’s top five (5) suppliers or customers; (ii) any Contract creating or relating to any material partnership, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent following contracts and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability agreements of Parent or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of Parent or any of its Subsidiaries hereof: (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliatesi) to compete with any person or in any geographic area; (iv) any contract, agreement, understanding or undertaking (A) each Parent Contract relating to the employment of, or the performance of services by, any Parent Employee earning annual base compensation in excess of $250,000; (B) any Parent Contract pursuant to which Parent or any of its Subsidiaries is granting obligated to make any material license severance, termination or similar payment to any Parent Intellectual Property, Employee; and (BC) any Parent Contract pursuant to which Parent or any of its Subsidiaries is being granted obligated to make any material bonus or similar payment (other than payment in respect of salary) to any Parent Employee; (ii) each Parent Contract which provides for indemnification of any Parent Employee or any director of Parent; (iii) each Parent Contract relating to the voting and any other rights or obligations of a stockholder of Parent; (iv) each Parent Contract, with obligations remaining to be performed (or liabilities continuing) after the date of this Agreement, relating to the merger, consolidation, reorganization or any similar transaction with respect to Parent or any of its Subsidiaries; (v) each Parent Contract (other than non-exclusive licenses to third-party software) relating to the license of any patent, copyright, trade secret or other Intellectual Property or Intellectual Property Right: (x) to Intellectual PropertyParent or any of its Subsidiaries; or (y) from Parent or any of its Subsidiaries; (vi) each Parent Contract relating to the acquisition, sale, spin-off or outsourcing of any Subsidiary or business unit or operation of Parent or any of its Subsidiaries; (vii) each Parent Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities; (viii) each Parent Contract imposing any restriction or requirement on Parent or any of its Subsidiaries: (A) to compete with any other Person in any geographic area or during any period of time; (B) to acquire any product or other asset from any other Person, to sell any product or other asset to any other Person or to transact business or deal in any other manner with any other Person; or (C) that materially limitsto develop or distribute any product technology; (ix) each Parent Contract granting exclusive rights to license, curtails market, sell or restrains the ability deliver any products or services of Parent or any of its Subsidiaries or otherwise contemplating an exclusive relationship between Parent and any other Person; (x) each Parent Contract creating or involving any agency relationship, distribution or reseller arrangement or franchise relationship; (xi) each Parent Contract regarding the acquisition, issuance or transfer of any securities of Parent or any of its Subsidiaries and each Parent Contract affecting or dealing with any securities of Parent or any of its Subsidiaries, including any restricted share agreements or escrow agreements; (xii) each Parent Contract relating to exploit Indebtedness other than trade Indebtedness of Parent or any Subsidiary that is not material in amount; (xiii) each Parent Intellectual Property; Contract relating to the purchase or sale of any asset (vother than Parent’s securities) by or to, or the performance of any services by or for, any Parent Related Party; (xiv) any agreement, contract, understanding or undertaking containing any “standstill” provisions or provisions of similar effect Parent Contract pursuant to which Parent or any of its Subsidiaries is a party or made payments of which Parent or any of its Subsidiaries is a beneficiary; (vi) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between Parent or any of its Subsidiaries and any holder of Parent Common Stock cash or other equity securities consideration in excess of Parent$250,000 during the twelve months ended June 30, including any agreement granting any person investor, registration, director designation 2011 or similar rights; (vii) each agreement, contract, understanding that involves or undertaking relating to contemplates the disposition payment or acquisition by Parent delivery of cash or any of its Subsidiaries of any business or any material amount of assets, or any investment other consideration by Parent or any of its Subsidiaries in an amount or having a value reasonably expected to be in excess of $250,000 in the aggregate during the twelve month period ending June 30, 2012; and (xv) any other personParent Contract the absence of which would be reasonably expected to have a Parent Material Adverse Effect. (Contracts in the respective categories described in clauses “(i)” through “(xv)” above and all Contracts identified, with obligations remaining or required to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; (viiiidentified, in Part ‎3.21(a) any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in respect of the equity of Parent or any of its Subsidiaries, (B) the incurrence or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant Disclosure Schedule are referred to which any material Indebtedness of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among Parent and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract with a vendor or supplier of Parent or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would reasonably be expected to result, for fiscal year 2016, in payments by or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in this Section 4.20 being referred to herein Agreement as “Parent Material Contracts.”). Parent has made available to the Company true and complete copies of all Parent Material Contracts. (b) Neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or the Subsidiary of Parent that is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that 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, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (c) Since December 31, 2013, neither Parent, any Subsidiary of Parent,

Parent Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans or as otherwise set forth in the Parent SEC Documents or in Section 4.20 Schedule 4.10 of the Parent Disclosure Letter or agreements entered into after Schedules, as of the date hereof in compliance with Section 5.1(b)hereof, neither Parent nor any of its Subsidiaries is a party to to, or is bound by any contract constituting of the following (each, a “"PARENT MATERIAL CONTRACT"): (i) any "material contract” contracts" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC, but excluding any such contract which has been terminated or which has expired or lapsed prior to the date hereof) or (i) other material Contract with Parent’s top five (5) suppliers or customers; respect to Parent and its Subsidiaries; (ii) any Contract creating containing any covenant materially limiting the right of Parent or its Subsidiaries to engage in any line of business or to compete with any Person or granting any exclusive distribution rights; (iii) any Contract (other than Contracts evidencing Parent Options or Parent Warrants) (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities of Parent, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities of Parent or (C) providing Parent with any right of first refusal with respect to, or right to purchase or redeem, any securities; (iv) any Contract that provides for indemnification of any officer, director, employee or agent; (v) any Contract incorporating or relating to any material partnershipguaranty, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent warranty or any of its Subsidiaries that materially restrict the ability of Parent indemnity or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic areasimilar obligation; (iv) any contract, agreement, understanding or undertaking (A) pursuant to which Parent or any of its Subsidiaries is granting any material license to Parent Intellectual Property, (B) pursuant to which Parent or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that materially limits, curtails or restrains the ability of Parent or any of its Subsidiaries to exploit any material Parent Intellectual Property; (v) any agreement, contract, understanding or undertaking containing any “standstill” provisions or provisions of similar effect to which Parent or any of its Subsidiaries is a party or of which Parent or any of its Subsidiaries is a beneficiary; or (vi) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between Parent or any of its Subsidiaries and any holder of Parent Common Stock or other equity securities of Parent, including any agreement granting any person investor, registration, director designation or similar rights; (vii) each agreement, contract, understanding or undertaking relating to the disposition or acquisition by Parent or any of its Subsidiaries of any business or any material amount of assetsContract, or any investment by Parent or any group of its Subsidiaries in any other person, with obligations remaining to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; (viii) any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in respect of the equity of Parent or any of its Subsidiaries, (B) the incurrence or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant to which any material Indebtedness of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among Parent and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract Contracts with a vendor Person (or supplier group of Parent or any Subsidiary affiliated Persons), the termination of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would be reasonably be expected to result, for fiscal year 2016, in payments by or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in this Section 4.20 being referred to herein as “Parent Material Contracts”). Parent has made available to the Company true and complete copies of all Parent Material Contracts. (b) Neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, have a have a Material Adverse Effect on Parent. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or the Subsidiary of Parent that is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that 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, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ParentSurviving Corporation. (c) Since December 31, 2013, neither Parent, any Subsidiary of Parent,

Parent Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 3.19 of the Parent Disclosure Letter or agreements entered into after the date hereof in compliance with Section 5.1(b), neither Parent nor any Schedule sets forth a list of its Subsidiaries is a party to or bound by any contract constituting each Contract (each a “material contract” (as such term is defined in Item 601(b)(10Parent Material Contract”) of Regulation S-K of the SEC) or (i) other material Contract with Parent’s top five (5) suppliers or customers; (ii) any Contract creating or relating to any material partnership, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; (iv) any contract, agreement, understanding or undertaking (A) pursuant to which Parent or any of its Subsidiaries is granting any material license to Parent Intellectual Property, (B) pursuant to which Parent or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that materially limits, curtails or restrains the ability of Parent or any of its Subsidiaries to exploit any material Parent Intellectual Property; (v) any agreement, contract, understanding or undertaking containing any “standstill” provisions or provisions of similar effect to which Parent or any of its Subsidiaries is a party as of the date of this Agreement or by which Parent, any of its Subsidiaries or any of its respective properties or assets is bound as of the date of this Agreement, which: (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC under the Securities Act; (ii) contains covenants of Parent or any of its Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area; (iii) pursuant to which Parent or any of its Subsidiaries is has entered into a beneficiary; partnership or joint venture with any other Person (vi) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between other than Parent or any of its Subsidiaries and any holder of Parent Common Stock Subsidiaries); (iv) relates to or other equity securities of Parent, including any agreement granting any person investor, registration, director designation or similar rights; (vii) each agreement, contract, understanding or undertaking relating to the disposition or acquisition by Parent evidences indebtedness for borrowed money or any guarantee of its Subsidiaries of any business or any material amount of assets, or any investment indebtedness for borrowed money by Parent or any of its Subsidiaries in excess of $25,000; (v) evidences any guarantee of obligations of any Person other personthan a wholly owned Subsidiary of Parent in excess of $25,000; (vi) relates to any merger, with obligations remaining acquisition or business combination to which Parent or any of its Subsidiaries was a party that contains any obligation of Parent or any Parent Subsidiary that may be required to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; Closing; (viiivii) any contractscontains provisions (a) restricting Parent or its Subsidiaries from freely setting prices for its products, agreements, understandings services or undertakings that contain restrictions technologies (including “most favored nations” terms and conditions (including with respect to pricing), (Ab) granting any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any Person or (c) that limits or purports to limit in any material respect the payment of dividends or any other distributions in respect of the equity ability of Parent or any of its SubsidiariesAffiliates to own, (B) the incurrence operate, sell, transfer, pledge or guaranteeing otherwise dispose of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant to which any material Indebtedness assets or businesses; (viii) includes indemnification obligations of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among Parent and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract with a vendor liability of $25,000; or (ix) would require the consent of, or supplier notice to, any other party thereto prior to or in connection with the consummation of Parent the Merger or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would reasonably be expected to result, for fiscal year 2016, in payments by or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in other transactions contemplated by this Section 4.20 being referred Agreement; provided, that, notwithstanding the foregoing, the Parent Benefit Plans shall not be deemed to herein as “be Parent Material Contracts”). Parent has made available to the Company true and complete copies Contracts for purposes of all Parent Material Contractsthis Agreement. (b) Neither Parent nor any Subsidiary has provided Diffusion with a true and correct copy of each Parent is in breach of or default under the terms of any Material Contract. (c) Each Parent Material Contract where such breach is (assuming due power and authority of, and due execution and delivery by the parties thereto other than Parent or default has hadany of its Subsidiaries) a valid and binding obligation of Parent or its Subsidiaries party thereto, or subject to the Bankruptcy and Equity Exception, except for any failures to be valid and binding which would reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on ParentEffect. To Neither Parent nor any of its Subsidiaries nor, to the knowledge Knowledge of Parent, no any other party to any Parent Material Contract Contract, is in breach of or in default under the terms of any Parent Material Contract where Contract, and, to the Knowledge of Parent, no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party thereto, and neither Parent nor any of its Subsidiaries has received any claim of any such breach or default has haddefault, or except for such breaches and defaults which would reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or the Subsidiary of Parent that is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that 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, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect on ParentEffect. (c) Since December 31, 2013, neither Parent, any Subsidiary of Parent,

Parent Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 3.20 of the Parent Disclosure Letter or agreements entered into after the date hereof in compliance with Section 5.1(b), neither Parent nor any Schedule sets forth a list of its Subsidiaries is a party to or bound by any contract constituting a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or (i) other material each Contract with Parent’s top five (5) suppliers or customers; (ii) any Contract creating or relating to any material partnership, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; (iv) any contract, agreement, understanding or undertaking (A) pursuant to which Parent or any of its Subsidiaries is granting any material license to Parent Intellectual Property, (B) pursuant to which Parent or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that materially limits, curtails or restrains the ability of Parent or any of its Subsidiaries to exploit any material Parent Intellectual Property; (v) any agreement, contract, understanding or undertaking containing any “standstill” provisions or provisions of similar effect to which Parent or any of its Subsidiaries is a party as of the date of this Agreement or by which Parent, any of its Subsidiaries or any of its respective properties or assets is bound as of the date of this Agreement, which: (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of Parent or any of its Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area; (iii) pursuant to which Parent or any of its Subsidiaries is has entered into a beneficiary; partnership or joint venture with any other Person (vi) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between other than Parent or any of its Subsidiaries and any holder of Parent Common Stock Subsidiaries); (iv) relates to or other equity securities of Parent, including any agreement granting any person investor, registration, director designation or similar rights; (vii) each agreement, contract, understanding or undertaking relating to the disposition or acquisition by Parent evidences indebtedness for borrowed money or any guarantee of its Subsidiaries of any business or any material amount of assets, or any investment indebtedness for borrowed money by Parent or any of its Subsidiaries in excess of $1,000,000; (v) evidences any guarantee of obligations of any Person other personthan a wholly owned Subsidiary of Parent in excess of $1,000,000; (vi) relates to the spinoff of Parent from LRAD Corporation in September, with obligations remaining to be performed or material liabilities or obligations for damages or losses continuing after the date of this 2010; (vii) constitutes a Parent IPR Agreement; ; (viii) provides for aggregate payments by or to it in excess of $2,000,000 in any contracts12 month period other than any Contracts that were entered into in the ordinary course of business; (ix) contains provisions (a) restricting Parent or its Subsidiaries from freely setting prices for its products, agreements, understandings services or undertakings that contain restrictions technologies (including “most favored nations” terms and conditions (including with respect to pricing), (Ab) granting any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any Person, or (c) that limits or purports to limit in any material respects the payment of dividends or any other distributions in respect of the equity ability of Parent or any of its SubsidiariesAffiliates to own, (B) the incurrence operate, sell, transfer, pledge or guaranteeing otherwise dispose of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant to which any material Indebtedness assets or businesses, in each case, other than any Contracts that were entered into in the ordinary course of business; (x) includes indemnification obligations of Parent or any of its Subsidiaries is outstanding with a liability of $500,000 or may be incurred, more other than any such agreement solely between or among Parent and its wholly-owned SubsidiariesContracts that were entered into in the ordinary course of business; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, or (xi) any Contract with a vendor or supplier of Parent or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would reasonably be expected to resultprohibit, for fiscal year 2016, in payments by impede or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts materially delay the consummation of the type described in Merger or any of the transactions contemplated by this Agreement (including any Qualified Offering). Each such Contract set forth on Section 4.20 being referred to herein as 3.20 of the Parent Disclosure Schedule is a “Parent Material Contracts”). Contract.” Parent has made available to the Company provided VTBH with a true and complete copies correct copy of all each Parent Material ContractsContract. (b) Neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Each Parent Material Contract where such breach is (assuming due power and authority of, and due execution and delivery by the parties thereto other than Parent or default has hadany of its Subsidiaries) a valid and binding obligation of Parent or its Subsidiaries party thereto, or subject to the Bankruptcy and Equity Exception, except for any failures to be valid and binding which would reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on ParentEffect. To Neither Parent nor any of its Subsidiaries nor, to the knowledge Knowledge of Parent, no any other party to any Parent Material Contract is in breach of or in default under the terms of any Parent Material Contract where Contract, and, to the Knowledge of Parent, no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party thereto, and neither Parent nor any of its Subsidiaries has received any written claim of any such breach or default has haddefault, or except for such breaches and defaults which would reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or the Subsidiary of Parent that is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that 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, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect on ParentEffect. (c) Since December 31, 2013, neither Parent, any Subsidiary of Parent,

Parent Material Contracts. (aPart 3.23(a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 of the Parent Disclosure Letter or agreements entered into after the date hereof in compliance with Section 5.1(b), neither Parent nor any of its Subsidiaries is a party to or bound by any contract constituting a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K Schedule accurately identifies each of the SEC) or (i) other material Contract with Parent’s top five (5) suppliers or customers; (ii) any Contract creating or relating to any material partnership, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent following contracts and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability agreements of Parent or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreementhereof: (i) each Parent Contract relating to the employment of, or that restricts the ability performance of services by, any Parent Employee earning annual base compensation in excess of $75,000; (B) any Parent Contract pursuant to which the Parent or any of its Subsidiaries is obligated to make any severance, termination or similar payment to any Parent Employee; and (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; (ivC) any contract, agreement, understanding or undertaking (A) Parent Contract pursuant to which Parent or any of its Subsidiaries is granting obligated to make any material license bonus or similar payment (other than payment in respect of salary) to any Parent Intellectual PropertyEmployee; (ii) each Parent Contract which provides for indemnification of any Parent Employee or any director of Parent; (iii) each Parent Contract relating to the voting and any other rights or obligations of a stockholder of Parent; (iv) each Parent Contract, with obligations remaining to be performed (or liabilities continuing) after the date of this Agreement, relating to the merger, consolidation, reorganization or any similar transaction with respect to the Parent or any of its Subsidiaries; (v) each Parent Contract (other than (A) Parent’s standard employee inventions assignment agreement a form of which has been made available to the Company and (B) non-exclusive licenses to third-party software) relating to the acquisition, transfer, development or sharing of any technology, Intellectual Property or Intellectual Property Right (including any joint development agreement, collaboration agreement or similar agreement entered into by Parent or any of its Subsidiaries); (vi) each Parent Contract (other than (A) Parent’s standard employee inventions assignment agreement a form of which has been made available to the Company and (B) non-exclusive licenses to third-party software) relating to the license of any patent, copyright, trade secret or other Intellectual Property or Intellectual Property Right: (x) to Parent or any of its Subsidiaries; or (y) from Parent or any of its Subsidiaries; (vii) each Parent Contract relating to the acquisition, sale, spin-off or outsourcing of any Subsidiary or business unit or operation of Parent or any of its Subsidiaries; (viii) each Parent Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities; (ix) each Parent Contract imposing any restriction or requirement on Parent or any of its Subsidiaries: (A) to compete with any other Person in any geographic area or during any period of time; (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person; or (C) to develop or distribute any product technology; (x) each Parent Contract granting exclusive rights to license, market, sell or deliver any products or services of Parent or any of its Subsidiaries or otherwise contemplating an exclusive relationship between Parent and other Person; (xi) each Parent Contract creating or involving any agency relationship, distribution or reseller arrangement or franchise relationship; (xii) each Parent Contract regarding the acquisition, issuance or transfer of any securities and each Parent Contract affecting or dealing with any securities of the Parent or any of its Subsidiaries including any restricted share agreements or escrow agreements; (xiii) each Parent Contract relating to Indebtedness other than trade Indebtedness of Parent or any Subsidiary that is not material in amount; (xiv) each Parent Contract relating to the purchase or sale of any asset (other than the Parent’s securities) by or to, or the performance of any services by or for, any Parent Related Party; (xv) any Parent Contract pursuant to which Parent or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that materially limits, curtails or restrains the ability made payments of Parent or any of its Subsidiaries to exploit any material Parent Intellectual Property; (v) any agreement, contract, understanding or undertaking containing any “standstill” provisions or provisions of similar effect to which Parent or any of its Subsidiaries is a party or of which Parent or any of its Subsidiaries is a beneficiary; (vi) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between Parent or any of its Subsidiaries and any holder of Parent Common Stock cash or other equity securities consideration in excess of Parent$50,000 during the twelve months ended December 31, including any agreement granting any person investor, registration, director designation 2009 or similar rights; (vii) each agreement, contract, understanding that involves or undertaking relating to contemplates the disposition payment or acquisition by Parent delivery of cash or any of its Subsidiaries of any business or any material amount of assets, or any investment other consideration by Parent or any of its Subsidiaries in an amount or having a value reasonably expected to be in excess of $50,000 in the aggregate during the twelve month periods ending December 31, 2010; (xvi) any Parent Contract relating to a Grant; and (xvii) any other personParent Contract the absence of which would be reasonably expected to have a Parent Material Adverse Effect. (Contracts in the respective categories described in clauses “‎(i)” through “‎(xvii)” above and all Contracts identified, with obligations remaining or required to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; (viiiidentified, in Part ‎3.26(a) any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in respect of the equity of Parent or any of its Subsidiaries, (B) the incurrence or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant Disclosure Schedule are referred to which any material Indebtedness of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among Parent and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract with a vendor or supplier of Parent or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would reasonably be expected to result, for fiscal year 2016, in payments by or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in this Section 4.20 being referred to herein Agreement as “Parent Material Contracts.”). Parent has made available to the Company true and complete copies of all Parent Material Contracts. (b) Neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or the Subsidiary of Parent that is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that 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, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (c) Since December 31, 2013, neither Parent, any Subsidiary of Parent,

Parent Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 4.17(a) of the Parent Disclosure Letter contains a complete and correct list, as of the date hereof, of each Contract (other than, for the avoidance of doubt, Contracts disclosed in Parent SEC Documents) described in this Section 4.17(a) under which Parent or any Parent Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which Parent or any Parent Subsidiary or any of their respective properties or assets is subject, in each case as of the date hereof (all Contracts of the type described in this Section 4.17(a), whether or not set forth on Section 4.17 of the Parent Disclosure Letter, being referred to herein as the “Parent Material Contracts”): (i) [reserved]; (ii) any material joint venture, partnership or limited liability company agreement (other than any such agreement solely between or among the Parent and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by Parent or any Parent Subsidiary of future payments in excess of $20,000,000 and that is material to Parent and the Parent Subsidiaries taken as a whole; (iv) any settlement agreement or similar Contract restricting in any material respect the operations or conduct of Parent or any Parent Subsidiary or any of their respective Affiliates; (v) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which Parent or any Parent Subsidiary is obligated to pay, or entitled to receive, payments in excess of $20,000,000 in the twelve (12)-month period following the date hereof and that is material to Parent and the Parent Subsidiaries taken as a whole; (vi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that obligates Parent or any Parent Subsidiary to make any future capital investment or capital expenditure outside the ordinary course of business consistent with past practice and in excess of $20,000,000; (vii) each material Contract to which Parent or any Parent Subsidiary is a party relating to the license of any Intellectual Property rights and each material Contract granting a license from a third-party for use of geophysical survey data, information, or interpretations, other than (A) licenses of commercially-available Software licensed pursuant to a standard license agreement involving aggregate payments of no more than $6,100,000 and (B) non-exclusive licenses of Intellectual Property rights incidental to the sale or purchase of products or services in the ordinary course of business consistent with past practice; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of Parent, any Parent Subsidiary or any of its Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or assets; (ix) each Contract that contains any standstill, exclusivity rights or “most favored nation” provisions or minimum use or supply requirements that are material in any respect to Parent, the Parent Subsidiaries or their Affiliates; (x) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of Parent or the Parent Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $75,000,000; (xi) each Contract (or form thereof and a list of the parties thereto) between Parent or any Parent Subsidiary, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Parent Subsidiary) of Parent or any Parent Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand (other than any Contract that is a Parent Benefit Plan); (xii) any Contract (or form thereof and a list of the parties thereto) pursuant to which Parent or any Parent Subsidiary has an obligation to indemnify such officer, director, Affiliate or family member; (xiii) each Parent Lease involving annual lease payments in excess of $10,000,000 or aggregate lease payments over the remaining life of the lease in excess of $20,000,000, and in each case that is material to Parent and the Parent Subsidiaries taken as whole; (xiv) each Contract that contains a put, call or similar right pursuant to which Parent or any of the Parent Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or material amount of assets (other than the Parent Equity Plans or agreements entered into after the date hereof in compliance with Section 5.1(bpursuant thereto), neither ; (xv) each Contract that includes a material indemnification obligation of Parent nor or any of its Subsidiaries which was granted outside of the ordinary course of business consistent with past practice; (xvi) each Contract that obligates any of Parent or the Parent Subsidiaries to make any loans, advances or capital contributions to, or investments in, any Person other than advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Gas Interests of Parent and the Parent Subsidiaries not covered by a joint operating agreement or participation agreement; (xvii) [reserved]; (xviii) [reserved]; (xix) [reserved]; (xx) each material Oil and Gas Lease that contains express provisions (A) establishing bonus obligations in excess of $20,000,000 that were not satisfied at the time of leasing or signing or (B) providing for a fixed term, even if there is still production in paying quantities; (xxi) each agreement (other than Oil and Gas Leases) pursuant to which any of Parent or its Subsidiaries has paid amounts associated with any Production Burden in excess of $20,000,000 during the immediately preceding fiscal year or with respect to which the Parent reasonably expects that it and/or one of its Subsidiaries will make payments associated with any Production Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $20,000,000 per year; (xxii) each agreement which is a party joint development agreement, joint operating agreement, farmout agreement, farmin agreement, area of mutual interest agreement, exploration agreement, participation agreement, acreage dedication agreement, pooling agreement, or pooling declaration, unit agreement that either (A) is material to the businesses of Parent and the Parent Subsidiaries, taken as a whole, or bound by (B) would reasonably be expected to require Parent and the Parent Subsidiaries to make expenditures in excess of $20,000,000 in the aggregate in any contract constituting 12-month period following the date hereof; (xxiii) any Contract with any current employees, officers or directors of Parent or any Parent Subsidiary which provides for annual base compensation in excess of $200,000, other than Contracts that are terminable without penalty or notice; (xxiv) any Contract with any oilfield services company or other independent contractors that could not be terminated without payment in excess of $15,000,000; and (xxv) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECSEC and under National Instrument 51-102 - Continuous Disclosure Obligations) or with respect to Parent. (b) Except as has not had and would not be reasonably expected to have a Parent Material Adverse Effect, (i) other material each Parent Material Contract with is, and immediately after the Effective Time will continue to be, a valid and binding agreement of Parent or one of the Parent Subsidiaries party thereto and, to Parent’s top five (5) suppliers or customers; Knowledge, each other party thereto, and (ii) each Parent Material Contract (except for any such Contract creating that has expired or relating to any material partnershipterminated in accordance with its terms) is in full force and effect, joint venture, strategic alliance or joint development agreement or relating subject to the formationEnforceability Limitations, creation, operation, management or control and each of any partnership or joint venture or Parent and the Parent Subsidiaries (to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; (iv) any contract, agreement, understanding or undertaking (A) pursuant to which Parent or any of its Subsidiaries is granting any material license to Parent Intellectual Property, (B) pursuant to which Parent or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that materially limits, curtails or restrains the ability of Parent or any of its Subsidiaries to exploit any material Parent Intellectual Property; (v) any agreement, contract, understanding or undertaking containing any “standstill” provisions or provisions of similar effect to which Parent or any of its Subsidiaries extent it is a party thereto or of which Parent or any of its Subsidiaries is a beneficiary; (vibound thereby) any stockholder or shareholderand, investor rights or registration rights agreement or similar agreementto Parent’s Knowledge, contract, understanding or undertaking between Parent or any of its Subsidiaries and any holder of Parent Common Stock or each other equity securities of Parent, including any agreement granting any person investor, registration, director designation or similar rights; (vii) each agreement, contract, understanding or undertaking relating to the disposition or acquisition by Parent or any of its Subsidiaries of any business or any party thereto has performed in all material amount of assets, or any investment by Parent or any of its Subsidiaries in any other person, with respects all obligations remaining required to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; (viii) by it under each Parent Material Contract. Neither Parent nor any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in respect of the equity of Parent or any of its Subsidiaries, and, to Parent’s Knowledge, no other party thereto is (Bor, with or without notice or lapse of time would be) the incurrence in default or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant to which breach in any material Indebtedness respect under the terms of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between Parent Material Contract and, to the Parent’s Knowledge, no event has occurred that (with or among Parent and its wholly-owned Subsidiaries; (xwithout notice or lapse of time) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract with a vendor or supplier of Parent or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015will, or would reasonably be expected to result(A) constitute such a violation or breach, for fiscal year 2016, in payments by (B) give any Person the right to accelerate the maturity or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in this Section 4.20 being referred to herein as “Parent Material Contracts”). Parent has made available to the Company true and complete copies of all Parent Material Contracts. (b) Neither Parent nor any Subsidiary of Parent is in breach of or default under the terms performance of any Parent Material Contract where such breach or default has had(C) give any Person the right to cancel, terminate or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. To the knowledge of Parent, no other party to modify any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or the Subsidiary of Parent that is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that 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, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ParentContract. (c) Since December 31January 1, 20132017, neither ParentParent nor any of the Parent Subsidiaries has received any notice of any material violation or breach of, material default under or intention to cancel, terminate, materially modify or not renew, any Subsidiary of Parent,Parent Material Contract.