Common use of Contracts Clause in Contracts

Contracts. (a) Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof: (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of the Company or any of its Subsidiaries;

Contracts. (a) Other than the contracts or agreements Section 3.16 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, Disclosure Letter lists each of the following contracts and agreements types of Contracts to which the Company or any of its Subsidiaries is a party or by which any of them their respective properties or assets is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended; (2) any Contract that limits in any material respect the ability of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) contracts Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and agreements for which involved the purchase of inventories, goods or other materials payments by, or for the furnishing of services to, the Company or any of its Subsidiaries that in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (A) require payments other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in excess the ordinary course of $25,000 business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (Bit being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have a term been made available for purposes of one year or more this representation). (i) Each Material Contract is valid and are not terminable by binding on the Company or and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the case may beknowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on notice of six months or less without penalty; the Company; (ii) contracts the Company and agreements for each of its Subsidiaries, and, to the sale knowledge of inventoriesthe Company, goods each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or other materialsin the aggregate, or for has not had and would not reasonably be expected to have a Material Adverse Effect on the furnishing of services, Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that (A) require payments to constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries in excess or, to the knowledge of $100,000 and (B) have a term of one year the Company, any other party thereto under any such Material Contract, except where any such default, event or more and are not terminable by the Company condition, individually or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing has not had and would not reasonably be expected to have a Material Adverse Effect on the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of the Company or any of its Subsidiaries;Company.

Contracts. (a) Other than the contracts or agreements Section 3.21(a) of the Company included Disclosure Schedule contains a complete and accurate list of each Material Contract, true and complete copies of which have been provided or made available to Parent, as exhibits well as a summary of all oral Material Contracts. “Material Contract” means any Contract (i) that would qualify as a “material contract” pursuant to the Company's Annual Report on Form 10Item 601(b)(10) of Regulation S-K for under the fiscal year ended September 30, 1997, Securities Act; (ii) containing covenants binding upon the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, Company or any periodic filing made pursuant of its Subsidiaries that materially restrict the ability of the Company or any of its Subsidiaries (or which, following the consummation of the Merger, could materially restrict the ability of the Surviving Corporation) to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts compete in any business or agreements between with any Person or in any geographic area that is material to the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries Subsidiaries, taken as a whole, as of the date hereof, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 90 days or less; (iii) with respect to a material joint venture or material partnership agreement (excluding information technology Contracts); (iv) that would prevent, materially delay or materially impede the Company, each ’s ability to consummate the Merger or the other transactions contemplated by this Agreement; (v) that calls for the payment over the remaining life of the following contracts Contract of more than $100,000 in the aggregate; (vi) that continues for a period of more than twelve (12) months from the Closing Date and agreements involves payments in excess of $75,000; (vii) that is an employment agreement containing severance or termination pay Liabilities; (viii) that is a contract under which the Company or any of its Subsidiaries has advanced or loaned money to any other Person (other than the Company’s agreement to reimburse employees for normal and customary moving expenses, in each case in amounts of less than $25,000); (ix) that is an agreement or indenture relating to Indebtedness of the Company or any of its Subsidiaries; (x) that is a lease or agreement under which the Company or any of its Subsidiaries is a party lessee of or by which holds or operates (aa) any real property or (bb) any personal property with an initial cost in excess of them is bound (contracts and agreements $50,000 as of the types described below being "IDENTIFIED CONTRACTS") has initial date of the lease (as if such property had been previously delivered to Purchaser, in each case as such Identified Contract is in effect purchased on the date hereof: (i) contracts and agreements for the purchase first day of inventoriessuch lease), goods or which property is owned by any Person other materials by, or for the furnishing of services to, than the Company or any of its Subsidiaries Subsidiaries; (xi) that is an assignment, license, indemnification, right to use, or agreement with respect to any intangible property (Aincluding any Intellectual Property) require payments by the Company or any of its Subsidiaries (except for any such agreement relating to commercially available, unmodified, off-the-shelf software with a license fee of less than $50,000); (xii) that is a material warranty agreement with respect to its services rendered or its products sold; (xiii) that is an agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights); (xiv) that is a sales, distribution, supply or franchise agreement; (xv) that is a contract regarding voting, transfer or other arrangements related to the Company’s or any of its Subsidiaries’ capital stock or warrants, options or other rights to acquire any of the Company’s or any of its Subsidiaries’ capital stock; (xvi) that involves payments in excess of $25,000 75,000 and (B) have a term of one year or more and are is not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, cancelable by the Company or any of its Subsidiaries with notice of less than thirty (30) days and without Liability, penalty or premium; (xvii) that (A) require payments to is a settlement, conciliation or similar agreement requiring a payment by the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year 50,000 or more and are not terminable by which provides for limitations on the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltyconduct by, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets ofrequires conduct by, the Company or any of its Subsidiaries in excess Subsidiaries; (xviii) that is a letter of $100,000 principal amount in the aggregatecredit; (xix) that is a collective bargaining agreement; (xx) that is a settlement, conciliation or (B) governing the terms of "synthetic" similar agreement with any Governmental Entity or capital leases pursuant to which any outstanding obligations would exist after the Company or any of its Subsidiaries has financial obligations in excess of $100,000, Closing; or (Cxxi) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating that is material to the voting of shares or other equity or debt interests of the Company Company’s or any of its Subsidiaries;’ operations and business prospects.

Contracts. (a) Other than the contracts or agreements Section 3.16 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Parent Disclosure Schedule lists the following contracts and agreements (written or oral) to which the Company Parent or any of its Subsidiaries Subsidiary is a party or by which any of them is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofof this Agreement: (i) contracts and agreements any agreement (or group of related agreements) for the purchase lease of inventories, goods personal property from or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltyto third parties; (ii) contracts and agreements any agreement (or group of related agreements) for the purchase or sale of inventories, goods or other materials, products or for the furnishing or receipt of services, by the Company or any of its Subsidiaries that services (A) require payments to the Company or any which calls for performance over a period of its Subsidiaries in excess of $100,000 and more than one year, (B) have which involves more than the sum of $5,000, or (C) in which the Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a term minimum quantity of one year goods or more and are not terminable by the Company services or Subsidiary party thereto, as the case may be, on notice of six months has agreed to purchase goods or less without penaltyservices exclusively from a certain party; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have any agreement establishing a term of one year partnership or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialjoint venture; (iv) contracts and agreements any agreement (Aor group of related agreements) governing the terms of indebtednessunder which it has created, incurred, assumed or guarantees of indebtednessguaranteed (or may create, ofincur, assume or secured by assets of, the Company guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries in excess of $100,000 principal amount in the aggregateassets, tangible or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentintangible; (v) shareholderany agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, voting trust director or similar contracts and stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements relating for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the voting Company a complete and accurate copy of shares or other equity or debt interests each agreement listed in Section 3.16 of the Company Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Parent nor any Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Parent or any Subsidiary or, to the knowledge of its Subsidiaries;the Parent, any other party under such contract.

Contracts. (a) Other than the contracts or agreements Section 2.14 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts and agreements (written or oral) to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case date of this Agreement (other than the Transaction Documentation (as such Identified Contract is in effect on the date hereof:hereinafter defined)): (i) contracts and agreements any agreement (or group of related agreements) for the purchase lease of inventories, goods personal property from or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that to third parties (A) require which provides for lease payments by the Company or any of its Subsidiaries in excess of $25,000 and per annum or (B) have which has a remaining term of one year or more longer than 12 months and are is not terminable cancellable without penalty by the Company or Subsidiary party thereto, as the case may be, on notice of six months sixty (60) days or less without penaltyprior written notice; (ii) contracts and agreements any agreement (or group of related agreements) for the purchase or sale of inventories, goods or other materials, products or for the furnishing or receipt of servicesservices (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or any of its Subsidiaries that (A) require payments to less prior written notice and involves more than the Company or any of its Subsidiaries in excess sum of $100,000 and 25,000, or (B) have a term of one year or more and are not terminable by in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or Subsidiary party thereto, as the case may be, on notice exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of six months goods or less without penaltyservices or has agreed to purchase goods or services exclusively from a certain party; (iii) manufacturer's representativeany agreement which, sales agency to the knowledge of the Stockholders and distribution contracts and agreements that (A) have the Company, establishes a term of one year material joint venture or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materiallegal partnership; (iv) contracts and agreements any agreement (Aor group of related agreements) governing the terms of indebtednessunder which it has created, incurred, assumed or guarantees of indebtednessguaranteed (or may create, ofincur, assume or secured by assets of, the Company guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries in excess of $100,000 principal amount in the aggregateassets, tangible or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentintangible; (v) shareholderany agreement that purports to limit in any material respect the right of the Company to engage in any line of business, voting trust or similar contracts and to compete with any person or operate in any geographical location; (vi) any employment agreement, executive agreement (including without limitation the Hutz Agreement) or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements relating to the voting of shares terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or other equity or debt interests stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of its Subsidiarieswhich have been made available to Buyer); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Stockholders have delivered or made available to the Buyer a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will continue to be legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Stockholders and the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Stockholders and the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Stockholders and the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Other than the contracts or agreements For purposes of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Companythis Agreement, each of the following contracts shall be deemed to constitute a “Material Contract”: (i) any Company Contract that is required by the rules and regulations of the SEC to be filed as an exhibit to the Company SEC Documents; (ii) any Company Contract: (A) relating to the employment of or service relationship with any Person that requires payments of compensation in excess of $150,000 on an annual basis to any Person; (B) the terms of which obligate or may in the future obligate the Company to make any severance, termination or similar payment to any Company Employee; (C) pursuant to which the Company is or would reasonably be likely to become obligated to make any bonus payment in excess of $50,000 to any current or former Company Employee or director; or (D) the terms of which obligate the Company to grant any options, restricted stock or other equity or equity-like awards; (iii) any IP Contract or Contract set forth on Part 3.11(i) of the Disclosure Schedule; (iv) any Company Contract (other than purchase orders) which generated more than $250,000 in revenues for the Company or any of its Subsidiaries in the fiscal year ending December 31, 2011; (v) any Company Contract that by its terms involves the payment or delivery of cash or other consideration by the Company or any of its Subsidiaries in an amount or having a value in excess of $500,000 in any individual fiscal year beginning with the fiscal year ending December 31, 2011, which is not terminable without material penalty by the Company on 30 days’ (or less) notice; (vi) any Company Contract (other than purchase orders) with a Significant Customer, Significant Supplier or Contract Manufacturer; (vii) any Company Contract which provides for indemnification of any officer, director or employee; (viii) any Company Contract restricting in any material respect the ability of the Company or any of its Subsidiaries to compete in any geographic area or line of business, or pursuant to which Company or any of its Subsidiaries has granted any exclusive rights to any Person; (ix) any Company Contract limiting or otherwise restricting in any manner the ability of the Company to use any Company Owned IP; (x) any Company Contract containing a “most favored nation” provision or a similar provision requiring the Company or any of its Subsidiaries to offer to a Person any terms or conditions that are at least as favorable as those offered to one or more other Persons; (xi) any Company Contract granting any Person the right of first refusal or first negotiation with regard to the current or future business or products of the Company or any of its Subsidiaries; (xii) [Reserved]; (xiii) any joint venture, joint development or joint marketing agreements to which the Company or any of its Subsidiaries is a party party; (xiv) any mortgages, indentures, guarantees, loans or by which any credit agreements, security agreements or other Contracts relating to the borrowing of them is bound (contracts and agreements money or extension of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchasercredit, in each case as such Identified Contract is in effect on the date hereof: (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 250,000, other than: (A) accounts receivables and payables; (B) have a term credit card obligations; and (C) loans to direct or indirect wholly owned Subsidiaries, in each case in the ordinary course of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltybusiness consistent with past practice; (iixv) contracts and agreements for any Company Contract relating to the sale of inventoriesacquisition or disposition, goods directly or other materials, or for the furnishing of servicesindirectly, by the Company or any of its Subsidiaries that after the Agreement Date of assets with a fair market value in excess of $250,000, other than purchase orders for raw materials or inventory in the ordinary course of business consistent with past practice; (xvi) any settlement Contract other than: (A) require payments to releases immaterial in nature and amount entered into with former employees or independent contractors of the Company or any of its Subsidiaries in excess the ordinary course of $100,000 and business that do not provide for any ongoing Company obligations; or (B) settlement agreements with other than former employees, officers and directors or independent contractors for cash only (which has been paid) and does not exceed $250,000 as to such settlement; (xvii) any Company Government Contract or any Company Government Subcontract; (xviii) any Collective Bargaining Agreement; and (xix) any other Company Contract, if a breach of such Contract or the termination of such Contract would be reasonably likely to have a term Company Material Adverse Effect. (b) Part 3.12(b)-1 of one year or more the Disclosure Schedule lists all Material Contracts as of the Agreement Date, and are not terminable by identifies each subsection of Section 3.12(a) that describes such Material Contract. The Company has made available to Parent accurate and complete copies of each Material Contract (including all amendments thereto). (c) Each Material Contract is valid and binding on the Company or Subsidiary and each of the Subsidiaries that is a party thereto, as applicable, is in full force and effect, and is enforceable in accordance with its terms, subject to: (i) Laws of general application relating to bankruptcy, insolvency and the case may berelief of debtors; and (ii) rules of Law governing specific performance, on notice injunctive relief and other equitable remedies. All Company Contracts involving the payment of six months at least $100,000 to or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company that contain an express written agreement of indemnification, warranty or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltyguaranty, or (B) are otherwise material;support obligations by the Company have been made available to Parent. (ivd) contracts and agreements (A) governing Neither the terms Company nor any of indebtednessits Subsidiaries has violated or breached, or guarantees of indebtednesscommitted any default under, ofany Material Contract. To the Company’s Knowledge, no other Person has materially violated or breached, or secured committed any material default under, any Material Contract, which violation, breach or default remains uncured. (e) No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to: (i) result in a violation or breach of any provision of any Material Contract by assets of, the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto; (ii) give any Person the right to declare a default or exercise any remedy under any Material Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in excess delivery schedule under any Material Contract; (iv) give any Person the right to accelerate the maturity or performance of $100,000 principal amount in the aggregate, any Material Contract; or (Bv) governing give any Person the terms right to cancel, terminate or modify any Material Contract. (f) To the Knowledge of "synthetic" the Company, no Material Contract is currently the subject of bid or capital leases pursuant to which award protest proceedings. (g) Neither any Governmental Body nor any prime contractor, subcontractor or other Person has notified the Company or any Subsidiary of the Company, in writing, that the Company or any Subsidiary of the Company has breached or violated any Law or material certification, representation, clause, provision or requirement pertaining to any Material Contract. (h) Neither the Company nor any Subsidiary of the Company has received any notice of termination for convenience, notice of termination for default, cure notice or show cause notice pertaining to any Material Contract. (i) Other than in the ordinary course of business consistent with past practice, to the Knowledge of the Company, no cost incurred by the Company or any Subsidiary of the Company pertaining to any Material Contract is the subject of any audit or investigation by or has been disallowed by any Governmental Body. (j) To the Knowledge of the Company, since January 1, 2010, neither the Company nor any of its Subsidiaries has financial obligations been debarred or suspended for ninety (90) days or more in excess of $100,000any consecutive twelve (12) month period, or (C) providing proposed for all obligations debarment or suspension, or received notice of actual or proposed debarment or suspension, from participation in the Company and its Subsidiaries in respect award of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or Contracts with any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of the Company or any of its Subsidiaries;Governmental Body.

Contracts. (aSection 3(r) Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts Contracts and other agreements to which the Company or any of its the Division and the Division Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofparty: (i) contracts and agreements any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $50,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of inventoriescommodities, goods supplies, products, or other materials bypersonal property, or for the furnishing or receipt of services toservices, the Company performance of which will extend over a period of more than one year, result in a material loss to any of the Division and the Division Subsidiaries, or involve consideration in excess of $25,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries capitalized lease obligation, in excess of $25,000 and or under which it has imposed a Security Interest (Bother than Permitted Encumbrances) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company assets, tangible or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentintangible; (v) shareholderany agreement concerning confidentiality, voting trust noncompetition or similar contracts and agreements nonsolicitation; (vi) any agreement under which it has granted price protection provisions; (vii) any agreement under which it has granted any exclusive right or license relating to the voting any product, group of shares products, service, group of services, technology or territory; (viii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other equity plan or debt interests arrangement for the benefit of the Company current or former directors, officers, and employees of the Seller and its Subsidiaries (including the Division Subsidiaries); (ix) any collective bargaining agreement; (x) any agreement for the employment of any individual on a full-time, part-time or other basis or any consulting agreement providing annual compensation in excess of its Subsidiaries$25,000 or providing severance benefits; (xi) any agreement under which it has advanced or loaned any amount to any of the directors, officers, and employees of the Seller (other than officers or employees exclusively of the Napster Division) and the Division Subsidiaries outside the Ordinary Course of Business; (xii) any agreement under which the consequences of a default or termination could have a Material Adverse Effect; or (xiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $25,000. The Seller has delivered or made available to the Buyer a correct and complete copy of each written agreement (as amended to date) listed in Section 3(r) of the Disclosure Schedule and a written summary setting forth the terms and conditions of each oral agreement referred to in Section 3(r) of the Disclosure Schedule. With respect to each such agreement that materially affects the Acquired Assets or the Assumed Liabilities, to the Seller’s Knowledge: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on terms identical in all material respects following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above) and an assumption in the form attached hereto) and for a period of at least one year from the date of the Closing; (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. (a) Other than the contracts or agreements Schedule 4.08(a) of the Company included as exhibits Disclosure Schedules sets forth, by reference to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"applicable subsection of this Section 4.08(a), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each all of the following contracts and agreements Contracts to which the Company a Seller is a party, by which a Seller or any of its Subsidiaries is assets or properties are bound, or in respect of which a party or by which any of them is bound Seller receives revenue (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchasereach, in each case as such Identified Contract is in effect on the date hereof:a “Material Contract”): (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that Contract (A) require payments by the Company with any Top Vendor, or any of its Subsidiaries in excess of $25,000 and (B) have providing for payments (whether fixed, contingent or otherwise) by or to a term Seller in an aggregate amount of one year $15,000 or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltymore; (ii) contracts and agreements for the sale of inventoriesany Contract relating to a partnership, goods joint venture, joint marketing, joint development or other materials, or for the furnishing of services, by the Company or similar joint arrangement with any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltyPerson; (iii) manufacturer's representativeany employment agreement or other Contract for or relating to a Seller’s employment or engagement of any manager, sales agency officer, Employee or independent contractor, and distribution contracts and agreements that (A) have any other Contract with a term of one year Seller’s managers, officers, Employees or more and are not terminable independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialdocuments contemplated hereby; (iv) contracts and agreements (A) governing the terms of indebtednessany Contract that provides for, or guarantees of indebtednessrelates to, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentIndebtedness; (v) shareholderany Contract that restricts a Seller from (A) engaging in any aspect of the Business, voting trust (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any labor union, employee association or any collective bargaining agreement or similar contracts Contract with Employees; (x) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and agreements relating (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a Related Person of a Seller or, to the voting knowledge of shares Sellers, a Family Member of any such Related Person; (xiii) any Contract pursuant to which a Seller has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (B) the payment of royalties to any other Person; (xv) any Contract that contains an earn-out or other equity contingent payment or debt interests obligation (which contingent payment or obligation is not related to a warranty or rights of indemnification granted by a Seller in the ordinary course of business consistent with past practice); (xvi) any Contract with any Governmental Authority, any prime contractor, higher-tier subcontractor or reseller to a Governmental Authority, or university, college or other post-secondary educational institution; (xvii) any Contract with a payment network or processor; (xviii) any Contract that (A) provides for the creation or development of any Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (B) provides for the creation of development of any Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (E) restricts, limits or places any conditions on a Seller’s ability to use, enforce or otherwise exploit any Intellectual Property owned or purported to be owned by a Seller, including any coexistence agreements and covenants not to sue; and (xix) any other Contract that is material to a Seller, the Business or their respective operations, financial condition, properties or assets. (b) Each Material Contract is valid and binding on a Seller in accordance with its terms and is in full force and effect. No Seller or, to Seller’s knowledge, any other party thereto is in breach of its Subsidiaries;or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Buyer. There are no disputes pending or, to the knowledge of Sellers, threatened under any Material Contract.

Contracts. (a) Other than the contracts or agreements Section 2.14 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts and agreements (whether written or oral) to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on date of this Agreement (other than the date hereof:Transaction Documentation): (i) contracts and agreements any agreement (or group of related agreements) for the purchase lease of inventories, goods personal property from or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that to third parties (A) require which provides for lease payments by the Company or any of its Subsidiaries in excess of $25,000 and per annum or (B) have which has a remaining term of one year or more longer than 12 months and are is not terminable cancellable without penalty by the Company or Subsidiary party thereto, as the case may be, on notice of six months sixty (60) days or less without penaltyprior written notice; (ii) contracts and agreements any agreement (or group of related agreements) for the purchase or sale of inventories, goods or other materials, products or for the furnishing or receipt of servicesservices (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or any of its Subsidiaries that (A) require payments to less prior written notice and involves more than the Company or any of its Subsidiaries in excess sum of $100,000 and 25,000 per annum, or (B) have a term of one year or more and are not terminable by in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or Subsidiary party thereto, as the case may be, on notice of six months exclusive marketing or less without penaltydistribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) manufacturer's representativeany agreement which, sales agency and distribution contracts and agreements that (A) have to the knowledge of the Company, establishes a term of one year material joint venture or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materiallegal partnership; (iv) contracts and agreements any agreement (Aor group of related agreements) governing the terms of indebtednessunder which it has created, incurred, assumed or guarantees of indebtednessguaranteed (or may create, ofincur, assume or secured by assets of, the Company guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries in excess of $100,000 principal amount in the aggregateassets, tangible or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentintangible; (v) shareholderany agreement that purports to limit in any material respect the right of the Company to engage in any line of business, voting trust or similar contracts and to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements relating to the voting of shares terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or other equity or debt interests stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of its Subsidiarieswhich have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Other than the contracts or agreements Section 2.13 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts and agreements (written or oral) to which the Company or any of its Subsidiaries Subsidiary is a party or by which any of them is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofof this Agreement: (i) contracts and agreements any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of inventories, goods or other materials by, products or for the furnishing or receipt of services to(A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries that assets, tangible or intangible; (Av) require payments any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party theretoor, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations knowledge of the Company and its Subsidiaries in respect of interest rate swap or similar agreementsCompany, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of the Company or any of its Subsidiaries;party under such contract.

Contracts. (a) Other than the contracts Except for Contracts listed on Schedules 3.9, 3.15(a) or agreements of the Company included as exhibits those Contracts described in or attached to the Company's Annual Report on Form 10-K for Human Resources Agreement or those Contracts entered into after the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 date hereof and June 30, 1998, or any periodic filing made pursuant prior to the Exchange Act (the "MATERIAL CONTRACTS")Closing Date in accordance with Section 5.1, and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which the Company or neither Seller nor any of its Subsidiaries affiliates is a party to or bound by which any of them is bound (contracts and agreements of Contract included in the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on Acquired Assets or the date hereofAssumed Liabilities that is: (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are Contract not terminable by the Company applicable Seller or Subsidiary its affiliates upon notice to the other party thereto, as the case may be, on notice or parties thereto of six (6) months or less without penaltyless; (ii) contracts and agreements a Contract for the sale employment of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that Person (A) require payments to the Company or any of its Subsidiaries with an annual base salary in excess of $100,000 and 200,000 or any consulting agreement with any Person involving payments by such Seller or its affiliates in excess of $200,000; (B) have that contains an obligation to pay severance upon termination of employment; or (C) that contains a term requirement to make any payment or provide any benefit or contractual right as a result of one year a sale of the Acquired Assets or more and are not terminable by the Company Business or Subsidiary party thereto, as the case may be, on notice termination of six months employment following a sale of the Acquired Assets or less without penaltythe Business; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year collective bargaining agreement or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialany other material Contract with any labor union; (iv) contracts and agreements (A) governing a Contract with any director, officer, subsidiary or affiliate of such Seller that will not be terminated at or prior to the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant Closing at no cost to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentPurchaser; (v) shareholdera letter of credit, voting trust an indenture, note, loan or similar contracts and agreements credit agreement or other Contract relating to the voting borrowing of shares money by either Seller or other equity its affiliates or debt interests the Business or to the direct or indirect guarantee or assumption by such Seller or its affiliates or the Business of the Company obligations of any other Person for borrowed money, including any arrangement which has the economic effect although not the legal form of such a guarantee; (vi) a covenant not to compete or a non-solicitation, no hire, standstill or similar obligation (other than those (a) of which such Seller or any of its Subsidiariesaffiliates is the beneficiary of the covenant or (b) that are terminable upon no more than thirty (30) days’ notice (except for exclusive supply obligations which are terminable upon no more than ninety (90) days’ notice)); (vii) a lease or similar agreement under which such Seller or its affiliates (A) is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any third Person for an annual rent in excess of $200,000 or (B) is lessor of, or makes available for use by any third Person, any tangible personal property owned (including ownership for Tax purposes) by such Seller or its affiliates having a fair market value in excess of $200,000; (viii) other than the Intercompany Accounts and the Intercompany Trade Payables, a Contract (including purchase orders) involving the obligation of such Seller relating solely to the Business to purchase or sell products or services for payment or receipt by such Seller of more than $15 million annually (unless terminable by such Seller (A) without payment or penalty of not more than $250,000 or (B) upon no more than ninety (90) days’ notice); (ix) a mortgage, pledge, security agreement, deed of trust or other document granting a material Lien upon any Acquired Asset (including Liens upon properties acquired under conditional sales, capital lease or other title retention or security devices), other than Permitted Liens; (x) a joint venture, partnership or other arrangement involving a sharing of profits, revenues or expenses (other than rebate programs, gain sharing plans, expense programs and similar arrangements entered into in the ordinary course of the operation of the Business consistent with past practice); or (xi) Business Intellectual Property Contracts. (b) The agreements, leases, instruments and commitments set forth on Schedules 3.15(a) and 3.21 (together with any such agreements, leases, instruments and commitments entered into after the date hereof and prior to the Closing Date that are, or are required to be, set forth on any updates to Schedules 3.15(a) and 3.21) are collectively referred to as the “Listed Contracts”. Subject to Section 5.4, neither Seller nor its affiliates is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect under any Listed Contract nor has any event occurred which with notice or lapse of time would constitute a breach or default in any material respect under any Listed Contract. Subject to Section 5.4, as of the date of this Agreement, to the Knowledge of GP, none of the other parties to any Listed Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder, nor has any event occurred that with notice or lapse of time would constitute a material breach or default or permit termination or acceleration thereof; and, as of the Closing Date, to the Knowledge of GP, none of the other parties to any Listed Contracts, or other Contracts is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder nor has any event occurred which with notice or lapse of time would constitute a material breach or default or permit termination or acceleration through which, individually or in the aggregate, would have a Material Adverse Effect. As of the date of this Agreement, neither Seller has received any written notice of the intention of any party to terminate any Listed Contract, whether as a termination for convenience or for default of a Seller thereunder. Sellers have made available to Purchaser true, complete and correct copies of each of the Listed Contracts (to the extent such Listed Contract is in writing), including any amendments thereto, as of the date of this Agreement.

Contracts. (a) Other than the contracts Each Assignor has provided to Lone Star or agreements has given Lone Star access to accurate and complete copies of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each all of the following contracts and agreements or documents to which the Company or any such Assignor is subject and each of its Subsidiaries which is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect listed on the date hereof: Schedule 3.1(m): (i) contracts and agreements any lease (whether of real or personal property); (ii) any agreement for the purchase of inventoriesmaterials, goods supplies, goods, services, equipment, or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that assets (A) require providing for annual payments by the Company such Assignor of $10,000 or any of its Subsidiaries in excess more, (B) providing for aggregate payments by such Assignor of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000more, or (C) providing for all obligations not terminable on thirty (30) days or less notice without penalty; (iii) any partnership, joint venture, or other similar agreement or arrangement; (iv) any instruments or documents evidencing the issuance of the Company and its Subsidiaries in respect of interest rate swap or similar agreementsany equity securities, commodity swaps warrants, rights or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; to purchase equity securities of such Assignor; (v) shareholderany management agreements; (vi) any instruments or documents evidencing or relating to Indebtedness, voting trust or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any option, license, franchise, or similar contracts agreement; (viii) any agency, dealer, sales representative, marketing, or other similar agreement; (ix) any agreement that limits the freedom of any Assignor to compete in any line of business or with any Person or in any area that would limit the freedom of Assignee or any Affiliate of Assignee after the Closing Date; (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement, commitment, arrangement, or plan not made in the ordinary course of business. All such agreements, arrangements, commitments, guarantees and agreements relating other instruments are legal, valid and binding obligations of such Assignor, and to such Assignor's knowledge, of the other parties thereto, enforceable in accordance with their terms; all payments required to be made thereunder have been made by the parties required to do so, except to the voting of shares extent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and no defenses, offsets or counterclaims thereto have been asserted in writing, or, to such Assignor's knowledge, may be made by any party thereto other equity or debt interests of the Company or than such Assignor, nor has such Assignor waived any of its Subsidiaries;substantial rights thereunder.

Contracts. (a) Other than the contracts or agreements Except as set forth in Section 4.15(a) of the Disclosure Schedule or as set forth in the SEC Reports, no Acquired Company included as exhibits is a party to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which (collectively, the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof:“Material Contracts”): (i) contracts and agreements for any contract that involves the purchase performance of inventories, services or delivery of goods or other materials by, or for the furnishing of services to, the by any Acquired Company or any of its Subsidiaries that (A) require payments by the is reasonably expected to result in revenue to such Acquired Company or any of its Subsidiaries in excess of $25,000 50,000 in the twelve (12) month period following the Closing Date (other than open purchase orders made in the ordinary course of business and (B) have a term of one year or more and are not terminable distributor agreements that do not, by the Company or Subsidiary party theretothemselves, as the case may be, on notice of six months or less without penaltygenerate revenue); (ii) contracts and agreements for any contract that involves the sale performance of inventoriesservices for, or delivery of goods or other materialsmaterials to, or for the furnishing of services, any Acquired Company that is reasonably expected to result in expenditures by the such Acquired Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and 50,000 in the twelve (B12) have a term month period following the Closing Date (other than open sales orders made in the ordinary course of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltybusiness); (iii) manufacturer's representativeany agreement or contract for the employment of any Person on a full-time, sales agency and distribution contracts and agreements that part-time, consulting or other basis (A) have a term of one year providing annual cash or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations other compensation in excess of $100,000, or (CB) providing for all obligations the payment of any cash or other compensation or benefits upon the consummation of the Contemplated Transactions; (iv) any agreement, promissory note, loan agreement, guaranty or indenture relating to Indebtedness of any Acquired Company and its Subsidiaries in respect or the mortgaging or pledging of interest rate swap any asset of or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or that evidences any Lien (other derivative instrumentthan Permitted Liens) on the assets of any Acquired Company; (v) shareholderany agreement that restricts any Acquired Company from (A) engaging in any aspect of the Business, voting trust (B) participating or competing in any line of business or market, (C) freely setting prices for its products, services or technologies (including most favored customer pricing provisions), (D) engaging in any business in any market or geographic area or that grants any exclusive rights, rights of refusal, rights of first negotiation or similar contracts rights to any party, or (E) soliciting potential suppliers or customers; (vi) any joint venture or partnership agreement involving a sharing of profits, losses, costs or liabilities by any Acquired Company with any other Person; (vii) any agreement with any labor union, works council or similar labor organization, or any collective bargaining agreement or similar agreement with or regarding any of the employees of any Acquired Company; (viii) any agreement between or among any Acquired Company, on the one hand, and any of the Acquired Companies’ respective officers, directors, employees or stockholders or any member of their immediate families, on the other hand (excluding, for the avoidance of doubt, agreements relating to the voting employment, engagement or termination of shares employees of the Acquired Companies); (ix) any agreement with a Government Entity; (x) any lease or agreement under which any Acquired Company is (A) lessee of or holds or operates any tangible personal property owned by any other Person in which the aggregate annual rental payments exceed $50,000, or (B) lessor of or permits any other Person to hold or operate any tangible personal property owned by any Acquired Company in which the aggregate annual rental payments exceed $50,000; (xi) any agreement under which any Acquired Company licenses to or from another Person any Intellectual Property, other than “shrink wrap” and agreements under which commercially available, off-the-shelf software is licensed to such Acquired Company; or (xii) any other agreement that (A) is material to the conduct of the Business or the absence of which would have a Material Adverse Effect and (B) is not terminable by the Acquired Companies on sixty (60) days’ or less notice without penalty or cost to any Acquired Company. (b) Seller has provided to Purchaser a true, correct and complete copy of each written Material Contract and a written description of the material terms of each oral Material Contract. Each Material Contract is in full force and effect and, assuming the due execution by the other parties thereto, is a valid and binding obligation of the applicable Acquired Company, except to the extent any such Material Contract has expired or has been terminated in accordance with its terms and except as may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other equity similar laws affecting creditors’ rights generally and (ii) applicable equitable principles (whether considered in a proceeding at law or debt interests in equity). No Acquired Company is in material violation or breach of or default under any Material Contract, and to Seller’s Knowledge, the other parties to each Material Contract are not in material violation or breach of or default thereunder. No event has occurred that, with notice or lapse of time or both, would constitute a material breach of or material default under any Material Contract by any Acquired Company or, to Seller’s Knowledge, by any other party thereto. None of the Company counterparties to any Material Contract has notified Seller or any of its Subsidiaries;Acquired Company in writing that it intends to terminate, cancel or not renew any Material Contract.

Contracts. (a) Other than the contracts or agreements Section 4.13 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 Disclosure Schedules sets forth a complete and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries accurate list of the Company, each all of the following contracts and agreements Contracts to which the any Company or any of its Subsidiaries Entity is a party or by which it is bound as of the date hereof (such Contracts being “Material Contracts”): (a) Contracts for the sale of any of them the assets of any Company Entity with a value in excess of $250,000 individually or $500,000 in the aggregate, other than in the ordinary course of business, or for the grant to any Person of any preferential rights to purchase any of such assets other than in the ordinary course of business; (b) Contracts for joint ventures, partnerships or sharing of profits; (c) Contracts containing covenants not to compete in any line of business or with any Person in any geographical area; (d) Contracts containing covenants not to solicit or hire any Person with respect to employment, except for any such Contracts entered into in the ordinary course with suppliers; (e) Contracts entered into during the past three (3) years relating to the acquisition or disposition (by merger, purchase of stock or assets or otherwise) by any Company Entity of any business or a material amount of stock or assets of any other Person; (f) Contracts evidencing Indebtedness in excess of $500,000 (whether incurred, assumed, guaranteed or secured by any asset); (g) except for standard indemnification provisions in Contracts entered in the ordinary course of business, any Contract under which any Company Entity is bound required to provide continuing indemnification or a guarantee of obligations of any Person (contracts other than any other Company Entity) or the assumption of any Tax, environmental or other Liability of any Person; (h) any Contract under which any Company Entity has advanced or loaned any amount to any of its managers, directors or executive officers and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof:advance or loan remains outstanding; (i) contracts any Contract between any Company Entity, on the one hand, and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries their respective managers, directors or executive officers, on the other hand, other than the Employment Contracts; (j) the Employment Contracts; (k) collective bargaining agreements or Contracts; (l) Contracts with suppliers of any Company Entity that (A) require involve contractual commitments by a Company Entity to make annual payments by the Company or any of its Subsidiaries in excess of $25,000 250,000 per year and that cannot be canceled by a Company Entity without penalty or without more than thirty (B30) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltydays’ notice; (iim) contracts and other than agreements for the sale of inventorieswith third-party paying agents that are owned by a Governmental Authority, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have Contract with a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations Governmental Authority in excess of $100,000; (n) any Contract under which any Company Entity is obligated to make any capital commitment or expenditure in excess of $250,000 in any twelve month period; (o) Contracts with each of the Top Paying Agents and the Top Depository Institutions; (p) Any Contract with a bank or other provider of transaction processing or settlement services for the funding of transfers initiated through services provided by the Company or its Subsidiaries; and (q) other Contracts (other than those listed in clauses (a) through (p) of this Section 4.14 and other than the Employment Contracts) (A) that involve aggregate consideration in excess of $250,000 per year, and (B) that cannot be canceled by the Company without penalty or (C) providing for all obligations without more than 30 days’ notice. Except as set forth in Section 4.13 of the Company Disclosure Schedules, each Material Contract is valid, binding and enforceable on the applicable Company Entity in accordance with its Subsidiaries terms and, to the Company’s Knowledge, each other party thereto (assuming the valid execution by such party), and is in respect full force and effect, subject to the effect of interest rate swap any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar agreementsLaws relating to or affecting creditors’ rights generally and subject, commodity swaps as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or options or similar agreements or foreign currency hedgeat law). No Company Entity, exchange or similar agreements or nor to the Company’s Knowledge, any other derivative instrument; (v) shareholderparty thereto is in breach of or default under in any material respect, voting trust or similar contracts and agreements relating has provided or received any written notice of any intention to terminate, any Material Contract. To the voting of shares or other equity or debt interests Company’s Knowledge, as of the date hereof, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default in any material respect under any Material Contract by the Company or any Entity party thereto. Complete and correct copies of its Subsidiaries;each Material Contract (including all modifications, amendments and supplements thereto) have been made available to Parent.

Contracts. (a) Other than Except for Contracts between the contracts Company or agreements its subsidiaries on the one hand and Parent or a subsidiary of Parent on the other hand, neither the Company nor any of its subsidiaries is a party to or is bound by any of the following Contracts as of the date of this Agreement, except to the extent those Contracts are listed in Section 2.20(a) of the Company included as exhibits to Disclosure Letter and are identified thereon using the Company's Annual Report on Form 10-K for numbering below, in each case listing (i) the fiscal year ended September 30, 1997, person(s) with whom such Contract is made and (ii) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998date thereof: (i) any employment or consulting Contract with any officer or director, or any periodic filing made pursuant Employee (excluding offer letters for “at-will” Employees) or any other type of Contract (whether or not such Contract is an Employment Agreement, as defined in Section 2.13(a)(vi)) with any Employee that is not terminable within thirty (30) days by the Company without Liability to the Exchange Act Company or Parent, including any Contract requiring it to make or accelerate a payment to any Employee on account of the Merger, any Transaction or any Contract that is entered into in connection with this Agreement; (ii) any Contract or plan, including any stock option plan, stock appreciation right plan or stock purchase plan (A) relating to the "MATERIAL CONTRACTS"sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of Company Common Stock or any other securities of the Company or any of its subsidiaries or any options, warrants, convertible notes or other rights to purchase or otherwise acquire any such shares of stock, other securities or options, warrants or other rights therefor, except for the Company Stock Plans, or (B) any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the Transactions or the value of any of the benefits of which will be calculated on the basis of any of the Transactions; (iii) any Contract requiring the Company to engage in ongoing research or development, which obligations extend beyond January 1, 2007 and are not terminable by the Company (with or without penalty) on less than ninety (90) days prior notice; (iv) any Contract (whether non-compete or otherwise) containing provisions which have or would reasonably be expected to have the effect of prohibiting or impairing any business practice of the Company or any of its subsidiaries (including engaging in research and development or the development or commercialization of any Company Product), and contracts any acquisition of property (tangible or agreements between intangible) by the Company and or any of its wholly owned Subsidiaries subsidiaries, any other conduct of business by the Company or between wholly owned Subsidiaries any of its subsidiaries, or otherwise limiting the freedom of the Company, each Company or any of its subsidiaries to engage in any line of business in any geographical area or to compete with any person. Without limiting the generality of the following contracts and agreements to foregoing, neither the Company nor any of its subsidiaries has entered into any Contract under which the Company or any of its Subsidiaries subsidiaries is a party prohibited or by which impaired from engaging in any areas of them is bound (contracts and agreements research or development or from the licensing, manufacturing, selling or distributing any Company Intellectual Property or exploiting any Technology of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof:Company; (iv) contracts any Contract under which the Company has granted or is obligated to grant any person any “opt-in” rights, exclusive rights, rights of refusal or similar rights; (vi) any Contract under which the Company is obliged to enter into any further agreement or license, under which the Company is obligated to accept or use manufacturing (including cell culture, bulk manufacturing or fill and agreements finish) capacity or to pay for the purchase of inventories, goods manufacturing capacity not used or other materials byaccepted, or for the furnishing of services to, under which the Company has any material “take or pay” commitment; (vii) any of its Subsidiaries that (A) require payments Contract relating to the disposition by the Company or any of its Subsidiaries subsidiaries of a material amount of assets not in excess the ordinary course of $25,000 and (B) have a term of one year business, or more and are not terminable by pursuant to which the Company or Subsidiary party thereto, as the case may be, on notice of six months its subsidiaries has acquired a business or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materialsentity, or for material assets of a person (other than purchases in the furnishing ordinary course of servicesbusiness that are customarily effected on a purchase order basis), whether by the Company way of merger, consolidation, purchase of stock, purchase of assets, exclusive license or otherwise, or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases Contract pursuant to which the Company or any of its Subsidiaries subsidiaries has financial any material ownership interest in any person other than the Company’s subsidiaries; (viii) any Contract currently in force under which the Company or any of its subsidiaries has continuing obligations to provide to a third person information about any Company Research Program or any other scientific or clinical data produced by the Company, including research, characterization, manufacturing, clinical, pre-clinical or other information and including information regarding the Company’s planned research and development activities; (ix) any joint venture Contract, collaboration Contract or any other Contract that involves a sharing of revenues, profits, cash flows, expenses (including development expenses) or losses with other persons; (x) any Contract requiring the Company or any of its subsidiaries to undertake a clinical trial (or to have a third person undertake a clinical trial on the Company’s or its subsidiaries’ behalf) of an existing Company Product or the subject of a Company Research Program; (xi) any Contract that authorizes any third person to sell, offer for sale, market or otherwise distribute any Company Products or results of any Company Research Programs; (xii) any mortgages, indentures, guarantees, promissory notes, loans or credit agreements, security Contracts or other Contracts or instruments relating to the borrowing of money or extension of credit, or any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP; (xiii) any settlement or litigation “standstill” Contract; (xiv) any Contract of guarantee, support, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person; (xv) any Contract (including open purchase orders) under which the Company has a commitment to purchase goods, capital equipment, services or other items in excess of $50,000 for any Contract or series of Contracts; (xvi) any Contract (i) pursuant to which any third person is required to make payments to the Company in excess of $20,000 per annum, (ii) pursuant to which the Company or any of its subsidiaries is obligated to pay any royalty or similar payments, including but not limited to profit sharing or similar payments, or (iii) pursuant to which the Company or any of its subsidiaries is obligated to pay any milestone payment or similar payment, including any payment of a pre-determined amount in excess of $100,000, or (C) providing for all obligations which payment is contingent on the occurrence of the Company and its Subsidiaries in respect of interest rate swap or similar agreementsa future event, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or but excluding any other derivative instrumentfee-for-service Contract; (vxvii) shareholder, voting trust or similar contracts and agreements relating any Contract pursuant to the voting of shares or other equity or debt interests of which the Company or any of its Subsidiariessubsidiaries is a lessor or lessee of any equipment or other fixed assets, including machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving payments in excess of $20,000 per annum or involving any manufacturing equipment with a value in excess of $10,000; (xviii) any Contract with any person with whom the Company or any of its subsidiaries does not deal at arm’s length; (xix) any Contract with any investment banker, broker, advisor or similar party, or any accountant, legal counsel or other person retained by the Company, in connection with this Agreement and the Transactions; (xx) any Contract with any Governmental Entity (a “Government Contract”) or any material federal, state, county, local or foreign governmental consent, license, permit, grant, or other authorization of a Governmental Entity (excluding Company Permits) that is required for the operation in all material respects of the Company’s or any of its subsidiaries’ businesses; (xxi) any Contract entitling a third person (other than an Employee) to a commission or “finder’s fee” payable by the Company or any of its subsidiaries; or (xxii) any Contract not otherwise disclosed in Section 2.20 of the Company Disclosure Letter (i) under which the consequences of a default could reasonably be expected to be material to the Company, (ii) that is of the nature required to be filed by Company as an exhibit to an Annual Report on Form 10-K under the Exchange Act; (iii) involving in excess of $100,000 being paid by or to the Company over the term thereof, or (iv) that is otherwise material to the Company or any of its subsidiaries or their respective businesses, operations, properties, assets, financial condition, results of operations or cash flows; any such Contract listed or required to be listed in Section 2.19(b)(iii) or Section 2.20(a) of the Company Disclosure Letter being a “Company Contract”. (b) Neither the Company nor any of its subsidiaries, nor, to the Company’s knowledge, any other person that is a party to a Company Contract, is in breach, violation or default under, and neither the Company nor any of its subsidiaries has received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any Company Contract. The Company or the applicable Company subsidiary is entitled to all benefits under any Company Contract. Each of the Company Contracts is in full force and effect, and has not been amended in any material respect, except to the extent that such amendment is described in Section 2.20(a) of the Company Disclosure Letter. Except as noted in Section 2.20(b), the Company has delivered or made available to Parent or its representatives true, correct and complete copies of each of the Company Contracts required to be listed in Section 2.20(a) of the Company Disclosure Letter; provided that, to the extent that third party confidentiality restrictions expressly prohibit disclosure of such Company Contract to Parent, Section 2.20(b) of the Company Disclosure Letter sets forth a description of the subject matter of each such Company Contract and a general indication of the nature of the rights and obligations granted thereunder. The Company is not a party to any Government Contract (other than Company Permits).

Contracts. (a) Other than the contracts or agreements Section 4.16(a) of the Company included Disclosure Letter sets forth each contract that, as exhibits of the date of this Agreement, that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act), with respect to the Company (assuming the Company were subject to the requirements of the Exchange Act) (all such contracts, in addition to those set forth in Section 4.16(b) of the Company Disclosure Letter, but excluding any Company Plans, “Company Material Contracts”). (b) Section 4.16(b) of the Company Disclosure Letter lists the following contracts, in effect as of the date of this Agreement, which for the purposes of this Agreement shall be considered Company Material Contracts: (i) each Contract relating to any agreement of indemnification or guaranty not entered into in the ordinary course of business; (ii) each Contract containing (A) any covenant limiting the freedom of the Company or the Surviving Company to engage in any line of business or compete with any Person, or limiting the development, manufacture or distribution of the Surviving Company’s products or services, (B) any most-favored pricing arrangement, (C) any exclusivity provision in favor of a third party, or (D) any non-solicitation provision applicable to the Company's Annual Report on Form 10-K for , in the fiscal year ended September 30case of the foregoing clause (D), 1997, which are material to the Company's Quarterly Reports on Form 10, taken as a whole; (iii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any Person; (v) each Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit or creating any material Liens with respect to any assets of the Company or any loans or debt obligations with officers or directors of the Company; (A) any Contract involving supply or distribution (identifying any that contain exclusivity provisions), (B) any Contract involving provision of services or products with respect to any pre-Q for clinical or clinical development activities of the fiscal quarters ended December 31Company, 1997(C) any Contract involving a dealer, March 31distributor, 1998 and June 30joint marketing, 1998alliance, joint venture, cooperation, development or other Contract currently in force under which the Company has continuing obligations to develop or market any product, technology or service, or any periodic filing made Contract pursuant to which the Exchange Act Company has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by the Company or (D) any Contract to license any patent, trademark registration, service mark registration, trade name or copyright registration to or from any third party to manufacture or produce any product, service or technology of the "MATERIAL CONTRACTS")Company or any Contract to sell, distribute or commercialize any products or service of the Company, in each case, except for Contracts entered into in the ordinary course of business; (vii) each Contract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to the Company in connection with the transactions contemplated hereby; (viii) each Contract relating to leases of real properties with respect to which the Company directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by the Company; and (ix) any other Contract that is not terminable at will (with no penalty or payment) by the Company, and contracts that is material to the business or agreements between operations of the Company. (c) (i) Each Company Material Contract is valid and its wholly owned Subsidiaries or between wholly owned Subsidiaries binding on the Company, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms; and (ii) as of the following contracts and agreements to which the Company or any date of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof: (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services tothis Agreement, the Company or has not receive any written notice of its Subsidiaries that (A) require payments any material default under any Company Material Contract by the Company or of any event or condition that has occurred that constitutes, or, after notice or lapse of its Subsidiaries in excess time or both, would constitute, a material default on the part of $25,000 the Company. The Company has made available, on or before the Due Diligence Contingency Deadline, to Parent true and (B) have a term complete copies of one year or more and all Company Material Contracts, including all amendments thereto. There are no Company Material Contracts that are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of the Company or any of its Subsidiaries;written form.

Contracts. (a) Other than Except (v) for this Agreement, (w) for the contracts or agreements of the Company included Contracts filed as exhibits to the Company's Annual Report on Form 10-K Company SEC Reports filed prior to the date of this Agreement, (x) for the fiscal year ended September 30Company Plans and Company Stock Plans, 1997, (y) for any contracts that are terminable (and will continue to be terminable after the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS"Effective Time) has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof: (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries subsidiaries party thereto on no more than sixty (60) days’ notice without material penalty or other liability or (z) as set forth in excess Section 3.10 of $25,000 and the Company Disclosure Schedule, neither the Company nor any of its subsidiaries, as of the date hereof, is party to or bound by any legally binding note, bond, mortgage, indenture, contract, agreement, lease, license, Permit or other instrument, obligation or arrangement (Beach, a “Contract”) have a term of one year or more and are not terminable that: (i) is required to be filed by the Company or Subsidiary party thereto, as a “material contract” pursuant to Item 601 of Regulation S-K under the case may be, on notice of six months or less without penaltySecurities Act; (ii) contracts contains covenants binding upon the Company or any of its subsidiaries, in each case, that are material to the Company and agreements for its subsidiaries, taken as a whole, that (A) restrict the sale ability (other than to the extent described in clause (C)(1) below) of inventoriesthe Company (or, goods following the Effective Time, Parent or other materialsits subsidiaries or the Surviving Company) or any of its subsidiaries or Affiliates to engage or compete in any business or sell, supply, acquire, license or distribute any product or service, in each case, in any market or geographic area, with any Person or during any period of time, or that would require the disposition of any material assets or line of business of the Company or its subsidiaries, or, in each case, after the Effective Time, Parent or its subsidiaries, (B) (1) grant “most favored nation” status to another Person and (2) pursuant to such Contract the Company or any of its subsidiaries collectively received, during the twelve (12) month period ended December 2, 2017, more than $50,000,000 or (C) (1) include exclusive or preferred purchasing arrangements or similar provisions expressly obligating the Company or any of its subsidiaries to obtain all of its requirements for, or a minimum quantity of, certain merchandise exclusively from any vendor for the furnishing of services, merchandise resold by the Company or any of its Subsidiaries that subsidiaries, except, in each case, any purchase orders entered into in the ordinary course of business, and (A2) require payments pursuant to such Contract the Company or any of its Subsidiaries in excess of subsidiaries collectively paid, during the twelve (12) month period ended December 2, 2017, more than $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty50,000,000; (iii) manufacturer's representativeis a services agreement, sales agency and distribution contracts and agreements that equipment lease, logistics agreement, information technology agreement or agreement related to software (Aother than any architectural or construction-related Contract) have a term of one year in connection with which or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations subsidiaries collectively paid, during the twelve (12) month period ended December 2, 2017, more than $50,000,000 to any Person; (iv) other than with respect to any partnership or limited liability company that is wholly owned by the Company or any of its wholly-owned subsidiaries, is a joint venture, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any joint venture, partnership, limited liability company or other similar Person, in excess of $100,000each case, or (C) providing for all obligations of that is material to the Company and its Subsidiaries in respect of interest rate swap or similar agreementssubsidiaries, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumenttaken as a whole; (v) shareholderis an indenture, voting trust credit agreement, loan agreement, security agreement, guarantee, bond or similar contracts and agreements any other Contract relating to indebtedness for borrowed money or the voting deferred purchase price for property, in each case having an outstanding amount in excess of shares $2,500,000 individually, other than any such Contract between or other equity among any of the Company and any of its wholly-owned subsidiaries; (vi) prohibits the payment of dividends or debt interests distributions in respect of the capital stock of the Company or any of its Subsidiariessubsidiaries, prohibits the pledging of the capital stock of the Company or any subsidiary of the Company, prohibits the issuance of guarantees by the Company or any subsidiary of the Company or grants any rights of first refusal or rights of first offer or similar rights or that limits or proposes to limit the ability of the Company or any of its subsidiaries or Affiliates to sell, transfer, pledge or otherwise dispose of any assets or businesses, in each case, that is material to the Company and its subsidiaries, taken as a whole; (vii) is an agreement under which the Company or any of its subsidiaries has any obligations to make a capital contribution to, or other investment in the securities of, any Person (other than (A) to the Company or any of its wholly-owned subsidiaries, (B) extensions of credit in the ordinary course of business consistent with past practice and (C) investments in marketable securities in the ordinary course of business), in each case, that is material to the Company and its subsidiaries, taken as a whole; (viii) is an agreement with respect to any acquisition or divestiture (other than, for the avoidance of doubt, for acquisitions or dispositions of inventory, merchandise, products, services, properties and assets in the ordinary course of business) pursuant to which the Company or any of its subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $5,000,000; (ix) is between the Company or any of its subsidiaries, on the one hand, and any director or officer of the Company or any Person beneficially owning five percent (5%) or more of the outstanding Company Shares or any of their respective Affiliates, on the other hand, except for any Company Plan; (x) contains a standstill or similar agreement that will be in effect as of the Closing pursuant to which the Company or any of its subsidiaries has agreed not to acquire assets or securities of another Person; (xi) contains a put, call or similar right pursuant to which the Company or any of its subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets, in each case with a value in excess of $5,000,000; (xii) is a Company Material Real Property Lease; (xiii) is a Contract (including purchasing agreements, group purchasing agreements and excluding work orders, statements of work, purchase orders and similar contracts) pursuant to which the Company or any of its subsidiaries collectively paid, during the twelve (12) month period ended December 2, 2017, more than $50,000,000 to any Person; or (xiv) is with any of the Company’s top ten (10) commercial payors (measured by prescription revenue of the Company after giving pro forma effect to the transactions contemplated by the WBA Asset Purchase Agreement during the twelve (12) month period ended on December 2, 2017) (the “Company Key Payors”). (b) Each Contract set forth or required to be set forth in Section 3.10 of the Company Disclosure Schedule or filed as an exhibit (or incorporated by reference) to the Company SEC Reports filed prior to the date of this Agreement as a “material contract” pursuant to Item 601 of Regulation S-K under the Securities Act (and to the extent so disclosed as a “material contract” under Regulation S-K in force as of the date hereof) is referred to herein as a “Company Material Contract.” Each of the Company Material Contracts is valid and binding on the Company or its subsidiaries party thereto, as applicable, and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject to the Bankruptcy and Equity Exception, except (i) to the extent that any Company Material Contract expires in accordance with its terms and (ii) for such failures to be valid and binding or to be in full force and effect that have not had and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, as of the date hereof, (A) the Company and its subsidiaries have in all material respects performed all obligations required to be performed by them under each Company Material Contract and, to the knowledge of the Company, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, (B) neither the Company nor any of its subsidiaries have received written notice from any other party to a Company Material Contract that such other party intends to terminate any such Company Material Contract (except in accordance with the terms thereof) and (C) there is no default under any Company Material Contract by the Company or any of its subsidiaries and, to the knowledge of the Company, no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by the Company or any of its subsidiaries.

Contracts. 3.16.1 Except (aw) Other than for this Agreement, (x) for the contracts or agreements Contracts filed prior to the date of the Company included this Agreement as exhibits to the Company's Annual Report on Form 10-K Company SEC Documents, (y) for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 Company Plans and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between z) as set forth in Schedule 3.16.1 of the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries Disclosure Letter, as of the Company, each date of this Agreement neither the following contracts and agreements Company nor any of its Subsidiaries is party to which or bound by any Contract that: (i) contains covenants that materially restrict the ability of the Company or any of its Subsidiaries to (a) engage in any business or compete in any business with any Person or (b) operate in any geographic area (other than franchise agreements); (ii) is a party an indenture, credit agreement, loan agreement, security agreement, guarantee, bond, mortgage or by similar Contract pursuant to which any indebtedness of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof: (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries, in each case in excess of $2,000,000, is outstanding or secured, other than any such Contract between or among any of the Company and any of its Subsidiaries or guaranties of lease agreements; (iii) by its terms is reasonably expected to result in future payments to or by the Company in excess of $2,000,000 per annum, except for Contracts that are terminable on less than 90 days’ notice without material penalty; (Aiv) require payments by is between the Company or any of its Subsidiaries in excess Subsidiaries, on the one hand, and any director or officer of $25,000 and (B) have a term of one year the Company or any Person beneficially owning five percent or more of the outstanding Company Common Stock, on the other hand, except for any employment or similar agreements, confidentiality agreements, noncompetition agreements in favor of the Company or its Subsidiaries, indemnification agreements with directors and are not terminable officers of the Company, Contracts in connection with Company Plans, or any other Contracts entered into on arm’s length terms in the ordinary course of business and except for material Company Plans; or (v) would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K of the Securities Act or Subsidiary party theretodisclosed by the Company on a Current Report on Form 8-K that has not been filed or incorporated by reference in the Company SEC Documents. 3.16.2 Each Contract of the type described in Section 3.16.1(i) through 3.16.1(v), as the case may be, on notice and any Contract that (i) contains “most favored nation” pricing provisions in favor of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company subsidiaries with any third party or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries subsidiaries is granted exclusive rights, rights of first refusal, rights of first negotiation or offer or similar rights, (ii) has financial obligations in excess a remaining term of $100,000, or at least 6 months and (Ciii) providing for all obligations of under which the Company and its Subsidiaries are expected to make payments of at least $2,000,000 over such 6 month period, is referred to herein as a “Material Contract”. For the purposes of Section 3.16.1, “Contract” shall mean a Contract or group or series of related Contracts. 3.16.3 The Company has made available to Parent a true and complete copy of each Material Contract in respect effect as of interest rate swap the date of this Agreement. Except as would not, individually or similar agreementsin the aggregate, commodity swaps or options or similar agreements or foreign currency hedgereasonably be expected to have a Material Adverse Effect, exchange or similar agreements or (i) each Material Contract is valid and binding on the Company and/or any of its Subsidiaries to the extent such Person is a party thereto, as applicable, and to the Knowledge of the Company, each other party thereto, and is in full force and effect, (ii) the Company and each of its Subsidiaries, and, to the Knowledge of the Company, any other derivative instrument; party thereto, has performed all obligations required to be performed by it under each Material Contract, (viii) shareholderneither the Company nor any of its Subsidiaries has received, voting trust since July 1, 2015, written notice of the existence of any breach or similar contracts and agreements relating to default on the voting of shares or other equity or debt interests part of the Company or any of its Subsidiaries;Subsidiaries under any Material Contract that has not since been cured, (iv) to the Knowledge of the Company, there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of any counterparty under such Material Contract that has not since been cured, (v) to the Knowledge of the Company, no other party to a Material Contract is in breach of or default under such Material Contract, and (vi) as of the date of this Agreement and since July 1, 2015, the Company has not received any written notice in writing from any Person that such Person intends to terminate, or not renew, any Material Contract, or seek negotiation of terms of any “Material Contract”.

Contracts. (a) Other than the contracts or agreements Section 5.11(a) of the Company included Disclosure Letter lists, as exhibits to of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997date hereof, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 following Contracts that are in effect and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which the Company is a party or to which it, or any of its Subsidiaries is a party or by which any of them assets and properties, is bound (contracts each such Contract and agreements each Contract required to be listed in Section 5.11(a) of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to PurchaserDisclosure Letter, whether or not set forth in each case as such Identified Contract is in effect on section of the date hereof:Disclosure Letter, a “Material Contract”): (i) contracts employment and agreements for consulting Contracts with current and former Company Personnel, other than employment offer letters issued to Company Personnel on the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less Company’s standard form made available to Buyer without penaltymaterial deviation; (ii) contracts and agreements for Contracts that limit the sale freedom of inventories, goods or other materials, or for the furnishing of services, by the Company or any Affiliate to compete in any line of its Subsidiaries that (A) require payments to the Company business or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltygeographic area; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that Contracts with or involving (A) have a term any Seller or any Affiliate (other than the Company) of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, any Seller or (B) are otherwise materialany former holder of Company Capital Stock or any Affiliate (other than the Company) thereof; (iv) contracts and agreements Contracts for the purchase or sale of products or the furnishing or receipt of services (other than employment) (A) governing the terms calling for performance over a period of indebtednessmore than one year, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing requiring or otherwise involving payment by or to the terms Company of "synthetic" or capital leases pursuant to more than an aggregate of US$[***], (C) in which the Company has granted “most favored nation” pricing provisions or marketing or distribution rights relating to any of its Subsidiaries has financial obligations in excess of $100,000, products or territory or (CD) providing for all obligations of in which the Company and its Subsidiaries in respect has agreed to purchase a minimum quantity of interest rate swap goods or similar agreements, commodity swaps services or options has agreed to purchase goods or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentservices exclusively from a certain party; (v) shareholderContracts for any joint venture, voting trust partnership, joint product development, strategic alliance or co-marketing arrangement; (vi) Contracts under which the Company has borrowed (or may borrow) any money from, or issued (or may issue) any note, bond, debenture or other evidence of Indebtedness to, any Person; (vii) Contracts involving any mortgage or other Lien other than Permitted Liens upon any real property or other assets; (viii) Contracts involving any resolution or settlement of any Action, investigation or other dispute; (ix) any engagement letter or similar contracts Contract with any broker, finder or investment banker; (x) all Contracts listed in Section 5.12(b)(i) of the Disclosure Letter; and (xi) any other Contracts involving future payments in excess of US$50,000 and agreements not entered into in the Ordinary Course of Business. (b) Each Material Contract is in full force and effect, and is valid and binding and enforceable in accordance with its terms against the Company and, to the Company’s knowledge, the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and general principles of equity, and has been negotiated in good faith on an “arm’s length” transaction basis. A true, correct and complete copy of each written Material Contract and a true, correct and complete summary of each oral Material Contract have been made available to Buyer. There is no material violation, breach (including anticipatory breach) or default under any Material Contract by the Company or, to the knowledge of the Company, by any other party thereto, and no event has occurred or condition exists that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or, to the knowledge of the Company, any other party thereto, and the Company has not received or given notice of any default or claimed or purported or alleged default or state of facts which, with notice or lapse of time or both, would constitute a default on the part of any party in the performance or payment of any Material Contract. No notice, waiver, consent or approval is required (or the lack of which would give rise to a right of termination, cancellation or acceleration of, or entitle any party to accelerate, whether after the giving of notice or lapse of time or both, any obligation under the Material Contracts) under or relating to any Material Contract in connection with the voting execution, delivery and performance of shares this Agreement or other equity or debt interests the consummation of the Company or any of its Subsidiaries;transactions contemplated hereby and thereby.

Contracts. (a) Other than the contracts or agreements of the Company included Except as exhibits to the Company's Annual Report set forth on Form 10Schedule "G", neither Chem-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which the Company or any of Con nor its Subsidiaries is a party to or bound by: 4.9.1.1 any collective bargaining agreements or any agreements that contain any severance pay liabilities or obligations; 4.9.1.2 any bonus, deferred compensation, pension, profit-sharing or retirement plans, programs or other similar employee benefit arrangements; 4.9.1.3 any employment agreement, contract or commitment with an employee; 4.9.1.4 any agreement of guaranty or indemnification running from Chem-Con or its Subsidiaries to any person or entity, including, but not limited to, any Affiliate, other than guarantees or indemnifications issued in the ordinary course of Chem-Con's business relating solely to the indemnification of certain of its customers due to Chem-Con's disposal of waste generated by such customers at permitted disposal facilities not affiliated with Chem-Con; 4.9.1.5 any agreement, contract or commitment which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered would reasonably be expected to Purchaser, in each case as such Identified Contract is in effect have a material adverse impact on the date hereof:business of Chem-Con or its Subsidiaries; (i) contracts and agreements for the purchase of inventories4.9.1.6 any agreement, goods indenture or other materials by, or for the furnishing instrument which contains restrictions with respect to payment of services to, the Company dividends or any other distribution in respect of Chem-Con or its Subsidiaries that (A) require payments by the Company or any other outstanding securities of Chem-Con or its Subsidiaries; 4.9.1.7 any agreement, contract or commitment containing any covenant limiting the freedom of Chem-Con or its Subsidiaries to engage in any line of business or compete with any person; 4.9.1.8 any agreement, contract or commitment relating to capital expenditures in excess of ten thousand dollars ($25,000 10,000.00) and involving future payments; 4.9.1.9 any agreement, contract or commitment relating to the acquisition of assets or capital stock of any business enterprise; 4.9.1.10 any contract with the Department of Defense or any other department or agency of the United States Government, or to any subcontract under any such contract, which is subject to renegotiation under the Renegotiation Act of 1951, as amended; or 4.9.1.11 any agreement, contract or commitment not made in the ordinary course of business which involves Ten Thousand Dollars (B$10,000) have or more or has a remaining term of one (1) year or more and are from December 31, 1998, or is not terminable by the Company or Subsidiary party thereto, as the case may be, cancelable on notice of six months thirty (30) days or less notice without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of . Neither Chem-Con nor its Subsidiaries has financial obligations in excess breached, and there is not any claim, or, to the best of $100,000Chem-Con's or the Sullivans or the ▇▇▇▇▇▇▇▇ Trusts' knowledge, any claim that Chem-Con or (C) providing for all obligations its Subsidiaries have breached any of the Company and its Subsidiaries terms or conditions of any agreement, contract or commitment set forth in respect this Agreement or in any of interest rate swap the Schedules attached hereto or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or of any other derivative instrument; (v) shareholderagreement, voting trust contract or similar contracts and agreements relating commitment, if any such breach or breaches in the aggregate could result in the imposition of damages or the loss of benefits in an amount or of a kind material to the voting of shares Chem-Con or other equity or debt interests of the Company or any of its Subsidiaries;.

Contracts. (a) Other than the contracts or agreements Section 6.14 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each Disclosure Schedules lists all of the following types of contracts and other agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof: party: (i) all contracts the performance of which by the Company or any Subsidiary thereof will involve consideration in excess of $100,000; (ii) all indentures and other agreements relating to the borrowing of money, the extension of credit, the granting of Liens or other Indebtedness; (iii) all agreements for the purchase development or license of inventories, goods Company Intellectual Property; (iv) all joint venture agreements or other materials by, agreements among any members of the Company; (v) all agreements and licenses containing any material restriction or for limitation on the furnishing ability of services to, the Company or any of its Subsidiaries that to compete, solicit customers or otherwise conduct any business anywhere in the world; (vi) all agreements relating to the acquisition or sale of any company, business, division or other enterprise executed within the last three years; (vii) all hedging, derivative, swap and similar such agreements; (viii) all material contracts to which the Company and any Seller, or any of their respective employees, officers or Affiliates is a party; and (ix) any contract or Employee Benefit Plan for which any of the benefits, compensation or payments will be increased, the vesting of benefits will be accelerated or a payment will be required, as a result of the consummation of the transactions contemplated by this Agreement. Sellers have delivered to Buyer a correct and complete copy of each contract or other agreement (as amended to date) listed in Section 6.14 of the Disclosure Schedules. (b) With respect to each such contract listed in Section 6.14 of the Disclosure Schedules: (i) such contract is valid and binding upon the Company or the applicable Company Subsidiary, subject to the Remedies Exceptions, and, to the Knowledge of Sellers, each other party thereto and is in full force and effect; and (ii) subject to procurement of the Required Consents, (A) require payments upon consummation of the transactions contemplated by this Agreement, shall continue in full force and effect on identical terms from and after the Company Closing without penalty or any of its Subsidiaries in excess of $25,000 other adverse consequence and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materialsthere is no material default, or for the furnishing claim by a contract counterparty of servicesmaterial default thereunder, by the Company or the applicable Company Subsidiary, or, to the Knowledge of Sellers, by any other party thereto, and no event has occurred which, with the passage of time or the giving of notice (or both), would constitute a default thereunder by the Company or the applicable Company Subsidiary, or to the Knowledge of Sellers, by any other party thereto, or would permit modification, acceleration or termination thereof. (c) Neither the Company nor any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have is a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltyto, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtednesshas been a party to, any Government Contract or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of the Company or any of its Subsidiaries;Government Bid.

Contracts. (a) Other than the contracts or agreements Section 4.03 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 Disclosure Schedules sets forth a true and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries complete list of the Company, each all Contracts of the following contracts and agreements types (x) to which the Company or any of its Subsidiaries Seller is a party or by which it is bound and (y) which are used or held for use in, or relate to, in whole or in part, the Business, or to which any of them the Purchased Assets is bound subject (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchasereach such Contract, in each case as such Identified Contract is in effect on the date hereof:a “Material Contract”): (i) contracts and agreements for the purchase any Contract of inventoriesany kind with any director, goods or other materials byofficer, or for the furnishing employee of services to, the Company Seller or any of its Subsidiaries that (A) require payments by the Company Affiliates, and any Assigned Contract or arrangement of any kind with any Affiliate of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltySeller; (ii) contracts and agreements for the sale any Contract that involves performance of inventories, services or delivery of goods or other materials, materials by or for the furnishing to Seller of services, by the Company an amount or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries value in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty75,000; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term any Contract providing for capital expenditures after the Effective Date in an amount in excess of one year $150,000 individually or more and are not terminable by in the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialaggregate; (iv) contracts and agreements (A) governing the terms of indebtednessany Contract with a sales representative, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases Contract pursuant to which the Company or Seller acts as any of its Subsidiaries has financial obligations in excess the foregoing on behalf of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentPerson; (v) shareholderany Contract affecting the ownership of, voting trust leasing of, title to, use of or similar contracts and agreements any material leasehold or other interest in any material real property; (vi) any Contract that contains a lease, sublease or other contractual arrangement under which Seller is lessee of any equipment or other tangible property, other than Contracts that may be terminated on thirty (30) days or less notice (without penalty or premium) or involve payments of less than $75,000 in any year; (vii) except with respect to the Pipeline Loans, any Contract pursuant to which Seller has made or will make loans or advances, or has or will have incurred debts or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to any Liability of another Person (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business); (viii) any Contract relating to material Indebtedness; (ix) any Contract involving a partnership, joint venture or any other cooperative undertaking involving a sharing of profits, losses, costs or liabilities between or among Seller and any other Person; (x) any Contract that (A) materially limits the voting freedom of shares Seller to engage in any line of business or to compete with any other Person; or (B) restrains, restricts, limits or impedes the ability of Seller to compete with or conduct any business or line of business in any geographic area; (xi) any Contract that is or contains a power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Seller, or Seller is granted the authority to act for or on behalf of any Person; (xii) any Contract, whether or not fully performed, relating to any acquisition or disposition of any stock of, or any material portion of the assets of, Seller or any other Person, or any acquisition or disposition of any subsidiary, division or line of business of Seller or any other Person; (xiii) any Contract pursuant to which Seller has the right or obligation to sell to any Person any Mortgage Loan; (xiv) any Contract to which any In-Scope Employee is bound which in any manner purports to restrict such In-Scope Employee’s freedom to engage in any line of business or to compete with any other Person; (xv) any Contract that grants to Seller a license or sublicense in any material Intellectual Property (other than for the use of commercially available, non-customized software); (xvi) any Contract under which Seller grants to any third party a license in any material Intellectual Property; and (xvii) any other Contract necessary to operate the Business. (b) To Seller’s Knowledge, each Assigned Contract is binding against the other parties thereto in accordance with its respective terms and (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) is valid and binding on Seller in accordance with its terms (except as may be limited by Laws applicable to receivership, bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies or by general principles of equity) and is in full force and effect. Neither Seller or, to Seller’s Knowledge, any other party thereto is in material breach of or default under (or is alleged to be in breach of or default under), or has provided or received any written notice of any intention to terminate, any Assigned Contract. No event or circumstance has occurred with respect to Seller that, with or without notice or lapse of time or both, would constitute an event of default under any Assigned Contract or result in a termination thereof or would cause or permit the acceleration or other equity changes of any right or debt interests obligation or the loss of benefit thereunder. To Seller’s Knowledge, no event or circumstance has occurred with respect to any other party thereto that, with or without notice or lapse of time or both, would constitute an event of default under any Assigned Contract or result in a termination thereof or would cause or permit the Company acceleration or other changes of any right or obligation or the loss of its Subsidiaries;benefit thereunder.

Contracts. (a) Other than the contracts Schedule 3.11 contains a complete and accurate list of all existing Contracts and all amendments thereto and waivers thereunder of Seller or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofSubsidiary that: (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require involve payments by the Company or any to Seller or a Subsidiary either of its Subsidiaries in excess of more than $25,000 and (B) have a term of one 100,000 per year or more and are not terminable by than $250,000 in the Company or Subsidiary party thereto, as aggregate over the case may be, on notice of six months or less without penaltyfull term thereof; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltywith Business Employees; (iii) manufacturer's representativecontain any provision or covenant prohibiting or limiting the ability of Seller or a Subsidiary or a purchaser of the CATV Business to engage in any activity relating to or involving the CATV Business (including geographical restrictions) or to compete, sales agency and distribution contracts and agreements that (A) have a term of one year directly or more and are not terminable by the Company or Subsidiary party theretoindirectly, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialwith any Person; (iv) contracts and agreements create or obligate Seller or a Subsidiary or a purchaser of the CATV Business to (Ai) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or provide funds to make any of its Subsidiaries investment in excess of $100,000 principal amount any Person (in the aggregateform of a loan, capital contribution, purchase of securities or otherwise) or (Bii) governing the terms of "synthetic" or capital leases pursuant to which the Company or participate in any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap joint venture or similar agreements, commodity swaps arrangement with respect to or options affecting the CATV Business or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentthe Purchased Assets; (v) shareholderrelate to any material license affecting the CATV Business or the Purchased Assets; and (vi) constitute any other agreement, voting trust commitment, arrangement or similar contracts and agreements relating plan not made in the ordinary course of business that is material to the voting of shares CATV Business (clauses (i) through (vi) collectively, the "Material Contracts"). (b) The aggregate remaining payment obligations under non-cancelable without premium or penalty (according to their terms) Assumed Contracts that are not required to be listed because they do not meet the dollar threshold amounts or other equity criteria set forth in Section 3.11(a) will not exceed $100,000 for their remaining existing term (not including any extensions or debt interests renewals thereof). (c) Each Material Contract is valid, binding and enforceable against Seller or the applicable Subsidiary and, to Seller's knowledge, the other parties thereto in accordance with its terms and is in full force and effect. Except as set forth on Schedule 3.11, neither Seller nor any Subsidiary has received any notice that it is in material default under or in breach of or is otherwise delinquent in any material manner in performance under any Material Contract, and, to Seller's knowledge, each of the Company other parties thereto has performed all material obligations required to be performed by it under, and is not in material default under, any Material Contract and no event has occurred that, with notice or any lapse of its Subsidiaries;time, or both, would constitute such a material default. Seller or a Subsidiary has made available to Buyer true and complete copies of all Material Contracts and amendments thereto.

Contracts. (a) Other than the contracts or agreements Section 2.13 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts and agreements (written or oral) to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofof this Agreement: (i) contracts and agreements any agreement (or group of related agreements) for the purchase lease of inventories, goods personal property from or other materials by, or to third parties providing for the furnishing of services to, the Company or any of its Subsidiaries that (A) require lease payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have per annum or having a remaining term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltylonger than 12 months; (ii) contracts and agreements any agreement (or group of related agreements) for the purchase or sale of inventories, goods or other materials, products or for the furnishing or receipt of services, by the Company or any of its Subsidiaries that services (A) require payments to the Company or any which calls for performance over a period of its Subsidiaries in excess of $100,000 and more than one year, (B) have a term which involves more than the sum of one year $25,000, or more and are not terminable by (C) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or Subsidiary party thereto, as the case may be, on notice exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of six months goods or less without penaltyservices or has agreed to purchase goods or services exclusively from a certain party; (iii) manufacturer's representativeany agreement which, sales agency and distribution contracts and agreements that (A) have to the knowledge of the Company, establishes a term of one year partnership or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialjoint venture; (iv) contracts and agreements any agreement (Aor group of related agreements) governing the terms of indebtednessunder which it has created, incurred, assumed or guarantees of indebtednessguaranteed (or may create, ofincur, assume or secured by assets of, the Company guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries in excess of $100,000 principal amount in the aggregateassets, tangible or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentintangible; (v) shareholderany agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, voting trust director or similar contracts and agreements relating to the voting of shares or other equity or debt interests stockholder of the Company or any affiliate, as defined in Rule 12b-2 under Exchange Act, thereof (an “Affiliate”); (viii) any agreement under which the consequences of its Subsidiariesa default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this Agreement, relating to the sales of securities of the Company to which the Company is a party. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) the Company is not nor, to the knowledge of the Company, is any other party, in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract.

Contracts. (ai) Other than Schedule 6.02(w)(i) sets forth a true and complete list of the contracts following Contracts (excluding any Company Leases and Company Employee Plans) (each, together with the Contracts identified in Section 6.02(w)(ii) and on Schedules 6.02(j)(ii), 6.02(l)(v), 6.02(l)(vi), 6.02(o) and 6.02(x), a “Company Material Contract” and collectively, the “Company Material Contracts”): (A) each Contract that involves performance of services or agreements delivery of goods or materials by or to the Company of an amount or value in excess of $500,000 determined on an annual basis; (B) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company included as exhibits in excess of $500,000 determined on an annual basis; (C) personal property leases and installment and conditional sales agreements having a value per item or aggregate payments in excess of $500,000 determined on an annual basis; (D) each Contract containing covenants that in any way purport to restrict the Company's Annual Report on Form 10-K for business activity of the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, Company or any periodic filing made pursuant Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person; (E) all drilling, fracing and saltwater disposal Contracts and compressor leases that call for payments in excess of $500,000 over a period of 12 months; (F) all Contracts that concern the Exchange Act (purchase and sale, exchange, marketing, gathering, transportation, compression, processing or treating of Hydrocarbons or similar Contracts relating to or included in the "MATERIAL CONTRACTS"), and contracts or agreements between Company Properties that are operated by the Company and that are (1) not terminable without penalty on 60 or less days’ notice or (2) can be reasonably expected to result in aggregate monthly revenues to the Company of more than $500,000 (based solely on the terms thereof and without regard to any expected increase in volumes or revenues) during the current or any subsequent calendar year; (G) all leases (other than a Company Lease) under which the Company is a lessor or lessee of real or personal property, which lease (1) cannot be terminated by the Company without penalty or payment upon sixty or fewer days notice or (2) involves an annual base rental of more than $500,000; (H) all Contracts (other than the Organizational Documents of the Company) granting any Person registration, purchase or sale rights with respect to the Owned Company Stock or other equity securities of the Company; (I) all bonds, letters of credit, guaranties and similar instruments issued by the Company, Contributors or their Affiliates and required by contract or applicable Law to be posted or otherwise tendered in order to own/and or operate any of the Company Assets; (J) all written employment Contracts of the Company that cannot be terminated at will; (K) any Contract or commitment to which the Company is a party or is bound containing a “right of first refusal,” “right of first offer,” “buy/sell right,” “put or call right,” “tag-along or drag-along” rights or other preferential purchase or sale right that is applicable to the transactions contemplated hereby; (L) any Contract between a Contributor or an Affiliate of such Contributor (other than the Company) and the Company (“Company Affiliate Contracts”); and (M) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (ii) Although not listed for purposes of Section 6.02(w)(i), each of the following Contracts shall be included in the definition of “Company Material Contracts”: (A) each joint venture agreement, partnership agreement and other Contract (however titled) involving a sharing of profits, losses, costs or Liabilities by the Company with any other Person and Contracts providing for commissions based on sales or purchases of or by the Company; (B) all area of mutual interest, farmout, farmin, joint operating, unit, pooling, communitization or development agreements or similar Contracts; and (C) all Contracts that pertain to the acquisition of material property by the Company. (iii) Each Company Material Contract is in full force and effect and is valid and enforceable in accordance with its wholly terms, except as may be limited by the Enforceability Exceptions. (iv) Except as set forth in Schedule 6.02(w)(iv): (A) the Company and Contributors, if applicable, are in compliance in all material respects with all applicable terms and requirements of each Company Material Contract under which such Person has any Liability or by which such entity or any of the assets owned Subsidiaries or between wholly owned Subsidiaries used by such entity is bound; (B) to the Knowledge of the Company, each other Person (other than Company and Contributors) that has any Liability under any Company Material Contract is in compliance with all applicable terms and requirements of the following contracts and agreements to which such Company Material Contract; (C) no event has occurred or circumstance exists that (with or without notice or lapse of time) contravenes, conflicts with or results in a violation or breach of, or gives the Company or other Person the right to declare a default or exercise any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof: (i) contracts and agreements for the purchase of inventories, goods or other materials byremedy under, or for to accelerate the furnishing of services to, the Company maturity or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, performance of, or secured by assets to cancel, terminate or modify, any Company Material Contract; and (D) the Company has not given to or, to the Knowledge of the Company, received from any Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, the or default under, any Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument;Material Contract. (v) shareholderThere are no Contracts that could materially restrict the ability of Laredo to own, voting trust or similar contracts use and agreements relating operate the business and Company Assets and the Company as historically owned, used and operated by the Company and Contributors. (vi) True and complete copies (including all amendments thereto) of each Company Material Contract have been made available to Laredo. (vii) The Company Material Contracts together with the voting other Company Assets are sufficient in all material respects to operate the Company Properties in the Ordinary Course of shares Business. (viii) Except as set forth on Schedule 6.02(w)(viii), there are no Contracts by which the Company is bound by any future hedge, swap, collar, put, call, floor, cap, option or other equity contract that is intended to benefit from, relate to or debt interests reduce or eliminate the risk of fluctuations in the Company price of commodities, including Hydrocarbons, interest rates, currencies or any of its Subsidiaries;securities.

Contracts. (a) Other than Except as set forth on Schedule 3.15 (and for Leases and Permitted Liens) and except for any Contracts containing Market Sensitive Information (the contracts or agreements of “Market Sensitive Contracts”), the Company included as exhibits is not a party to or bound by any: (i) mortgage, indenture, note, or installment obligation, or other instrument for or relating to Indebtedness; (ii) guaranty of any obligation for borrowings or performance, or guaranty or warranty of products or services, excluding endorsements or guaranties of instruments made in the Ordinary Course of Business in connection with the deposit of items for collection, and statutory warranties; (iii) agreement or arrangement for the sale or lease of any of its assets other than in the Ordinary Course of Business; (iv) agreement or other arrangement for the purchase of any real estate, machinery, equipment, or other capital assets in excess of $50,000; (v) Contract, other than any Purchase Order, for the future purchase of materials, supplies, services, merchandise, or equipment parts in excess of $50,000; (vi) Contract pursuant to which it is or may be obligated to make payments, contingent or otherwise, on account of or arising out of prior acquisitions or sales of businesses or stock of other companies; (vii) license (other than in respect of Intellectual Property), distribution, dealership, representative, broker, sales agency, advertising or consulting Contract; (viii) lease or other agreement for the use of real or personal property with rent in excess of $10,000 per year; (ix) any “blanket” Purchase Orders that obligate the Company to purchase materials for longer than six (6) months after the date hereof; (x) agreement imposing non-competition or exclusive dealing obligations on it; (xi) agreement providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (xii) Contract or agreement for the employment of any stockholder, director, officer, consultant or key employee not terminable without penalty or Liability arising from such termination or any severance or change-in-control contract or arrangement; (xiii) Contract relating to cleanup, abatement or other actions in connection with environmental liabilities; or (xiv) Contract, other than any Purchase Order, which involves future payment by or to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, Company in excess of $10,000 (or any periodic filing made such higher threshold as applies to Contracts of that type pursuant to the Exchange Act other provisions of this Section 3.15). (the "MATERIAL CONTRACTS")b) Each Contract required to be listed on Schedule 3.15 and each Market Sensitive Contract is valid, binding and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of enforceable against the Company, and, to Seller’s Knowledge, the other parties thereto in accordance with its terms, and is in full force and effect. The Company has performed all material obligations required to be performed by it to date under each of such Contracts. Except as set forth in Schedule 3.15, neither the following contracts and agreements Company, nor, to Seller’s Knowledge, any other party thereto is in material breach of or default under any Contract to which the Company or any of its Subsidiaries is a party or by which any of them it is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered or to Purchaser, in each case as such Identified Contract which its assets are subject that is in effect on the date hereof: (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments material to the Company properties, conduct, operations or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations condition of the Company (and its Subsidiaries no event has occurred which, with due notice or lapse of time or both, would constitute such a lapse or default). Seller has made available to Purchaser a copy of each written Contract or other written evidence of the obligations, and all amendments thereto, listed or required to be listed in respect of interest rate swap or similar agreementsSchedule 3.15, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating subject to the voting provisions of shares or other equity or debt interests of Section 5.8 with respect to Market Sensitive Information and except to the Company or any of its Subsidiaries;extent otherwise noted thereon.

Contracts. (a) Other than the contracts or agreements Section 2.13(a) of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts agreements (written or oral) currently in effect (either in whole or in part, including agreements with ongoing post-termination “tails” and agreements ongoing post-termination obligations) to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofparty: (i) contracts and agreements any agreement (or group of related agreements) for the purchase lease of inventories, goods personal property from or other materials by, or to third parties providing for the furnishing of services to, the Company or any of its Subsidiaries that (A) require lease payments by the Company or any of its Subsidiaries in excess of twenty-five thousand dollars ($25,000 and 25,000) per annum or having a remaining term longer than six (B6) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltymonths; (ii) contracts and agreements any agreement (or group of related agreements) for the sale purchase of inventories, goods or other materials, products or for the furnishing receipt of services, by the Company or any of its Subsidiaries that services (A) require payments to the Company or any which calls for performance over a period of its Subsidiaries in excess of $100,000 and more than one (1) year, (B) have a term of one year which involves more than twenty-five thousand dollars ($25,000), or more and are not terminable by (C) in which the Company has agreed to purchase a minimum quantity of goods or Subsidiary party thereto, as the case may be, on notice of six months services or less without penaltyhas agreed to purchase goods or services exclusively from a certain party; (iii) manufacturer's representativeany agreement providing for any royalty, sales agency and distribution contracts and agreements that (A) have a term of one year milestone or more and are not terminable similar payments by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialCompany; (iv) contracts and agreements (A) governing any agreement concerning the terms establishment or operation of indebtednessa partnership, joint venture or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentlimited liability company; (v) shareholderany agreement (or group of related agreements) under which the Company has created, voting trust incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness; (vi) any agreement for the disposition of any significant portion of the assets or business of the Company (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vii) any employment, independent contractor or consulting agreement; (viii) any agreement, plan, or program providing for severance, retention payments, change in control payments or transaction-based bonuses; (ix) any agreement with a third party concerning Intellectual Property developments, confidentiality, non-competition and/or non-solicitation; (x) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (xi) any agreement with any professional employer organization or similar contracts and agreements relating to the voting of shares arrangements; (xii) any agreement involving any current or other equity former officer, director or debt interests stockholder of the Company or an Affiliate thereof; (xiii) any agreement under which the consequences of a default or termination would reasonably be expected in the future to be material to the Company; (xiv) any agreement which contains any provisions requiring the Company to indemnify any other party; (xv) any agreement relating to the research, development, commercialization, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates (including the Product) or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company; (xvi) any agreement that purports to bind or otherwise could bind any Affiliate of the Buyer or any of its Subsidiariessubsidiaries (other than the Company) in any way, including prohibiting such Affiliate from engaging in any business that they would otherwise have been permitted to engage in; (xvii) any agreement under which the Company is restricted or prohibited from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, or otherwise engaging in a material aspect of its business, in any geographic area, during any period of time or with any Person, or any segment of the market or line of business; (xviii) any agreement which would entitle any third party to receive a license or any other right to Intellectual Property of the Buyer or any of the Buyer’s Affiliates following the Closing; and (xix) any other agreement (or group of related agreements) either involving more than twenty-five thousand dollars ($25,000) or not entered into in the Ordinary Course of Business. (b) The Company has delivered to the Buyer a complete and accurate copy of (i) each agreement listed in Section 2.11, Section 2.12 or Section 2.13 of the Disclosure Schedule and (ii) a complete and accurate list of any offer letters for current employees issued by the Company, and a copy of any such offer letter has heretofore been provided to the Buyer. With respect to each agreement so listed or required to be listed: (A) the agreement is legal, valid, binding and enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception; (B) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such agreement; and (C) such agreement will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing.

Contracts. (aSection 3.3(o) Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each Disclosure Schedule contains a complete list of the following contracts undischarged written contracts, agreements, leases and agreements other instruments to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts each, a “Contract” and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchasercollectively, in each case as such Identified Contract is in effect on the date hereof:“Contracts”): (i1) employment agreements; (2) consulting agreements; (3) collective bargaining agreements; (4) agreements for the payment of severance benefits, retention bonuses or sale bonuses to any employee; (5) contracts and agreements for the purchase of inventoriesequipment, goods inventory, or other materials by, personal property or intangibles having a purchase price under any such contract in excess of $100,000; (6) contracts for the furnishing sale of services toany equipment, inventory or other personal property or intangibles, except for sales of inventory in the Company ordinary course of business; (7) leases or any subleases, either as lessee or sublessee, lessor or sublessor, of its Subsidiaries that (A) require payments by personal property or intangibles, where the Company lease or any of its Subsidiaries sublease provides for an annual rent in excess of $25,000 or has an unexpired term as of the Closing Date in excess of one (1) year; (8) agreements restricting in any manner the Company’s right to compete with any other Person, restricting the Company’s right to sell to or purchase from any other Person, restricting the right of any other party to compete with the Company or the ability of such Person to employ any of the Company’s employees; (9) agreements between (A) the Company and any of its Affiliates, (B) have a term of one year or more and are not terminable by the Company and any Seller or Subsidiary party thereto, as the case may be, on notice Affiliate of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, such Seller or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentSellers; (v10) shareholderagreements of agency, voting trust representation, distribution, or similar contracts and franchise which cannot be canceled by the Company without payment or penalty upon notice of sixty (60) days or less; (11) service agreements relating to the voting of shares or other equity or debt interests of the Company Business or any of its Subsidiariesthe Company’s assets under which the annual amounts payable by the Company exceeds $25,000 or which have an unexpired term as of the Closing Date in excess of one (1) year; (12) loan or credit agreements, pledge agreements, notes, security agreements, mortgages, debentures, indentures, factoring agreements or letters of credit; (13) guaranties, performance, bid or completion bonds, or surety or indemnification agreements; (14) foreign exchange, commodity, interest rate, derivative, hedging or similar agreements; (15) settlement agreements or similar compromises relating to outstanding obligations; (16) partnership agreements or joint venture agreements or other contracts (however named) involving a sharing of profits, losses, costs, or liabilities by the Company and another Person; (17) any other agreements which provide for the receipt or expenditure of more than $50,000 on an annual basis, except agreements for the purchase or sale of goods or rendering of services in the ordinary course of business; or (18) any commitment to enter into any of the foregoing. All Contracts are binding upon the Company, and, to Sellers’ knowledge, the other parties thereto. No material default by the Company has occurred thereunder and, to Sellers’ knowledge, no material default by the other contracting parties has occurred thereunder. Each Contract is in full force and effect (it being understood that this sentence shall not limit the knowledge qualifiers set forth in the two immediately preceding sentences).

Contracts. (a) Other than the contracts or agreements Section 5.11(a) of the Company included Disclosure Letter lists, as exhibits to of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997Relevant Time , the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 following Contracts that are in effect and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which the Company is a party or to which it, or any of its Subsidiaries is a party or by which any of them assets and properties, is bound (contracts each such Contract and agreements each Contract required to be listed in Section 5.11(a) of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to PurchaserDisclosure Letter, whether or not set forth in each case as such Identified Contract is in effect on section of the date hereof:Disclosure Letter, a “Material Contract”): (i) contracts employment and agreements for consulting Contracts with current and former Company Personnel, other than employment offer letters issued to Company Personnel on the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less Company’s standard form made available to Buyer without penaltymaterial deviation; (ii) contracts and agreements for Contracts that limit the sale freedom of inventories, goods or other materials, or for the furnishing of services, by the Company or any Affiliate to compete in any line of its Subsidiaries that (A) require payments to the Company business or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltygeographic area; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that Contracts with or involving (A) have a term the Seller or any Previous Seller or any Affiliate (other than the Company) of one year or more and are not terminable by the Company or Subsidiary party thereto, as of the case may be, on notice of six months Seller or less without penalty, any Previous Seller or (B) are otherwise materialany former holder of Company Capital Stock or any Affiliate (other than the Company) thereof; (iv) contracts and agreements Contracts for the purchase or sale of products or the furnishing or receipt of services (other than employment) (A) governing the terms calling for performance over a period of indebtednessmore than one year, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing requiring or otherwise involving payment by or to the terms Company of "synthetic" or capital leases pursuant to more than an aggregate of US$[***], (C) in which the Company has granted “most favored nation” pricing provisions or marketing or distribution rights relating to any of its Subsidiaries has financial obligations in excess of $100,000, products or territory or (CD) providing for all obligations of in which the Company and its Subsidiaries in respect has agreed to purchase a minimum quantity of interest rate swap goods or similar agreements, commodity swaps services or options has agreed to purchase goods or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentservices exclusively from a certain party; (v) shareholderContracts for any joint venture, voting trust partnership, joint product development, strategic alliance or co-marketing arrangement; (vi) Contracts under which the Company has borrowed (or may borrow) any money from, or issued (or may issue) any note, bond, debenture or other evidence of Indebtedness to, any Person; (vii) Contracts involving any mortgage or other Lien other than Permitted Liens upon any real property or other assets; (viii) Contracts involving any resolution or settlement of any Action, investigation or other dispute; (ix) any engagement letter or similar contracts Contract with any broker, finder or investment banker; (x) all Contracts listed in Section 5.12(b)(i) of the Disclosure Letter; and (xi) any other Contracts involving future payments in excess of US$50,000 and agreements not entered into in the Ordinary Course of Business. (b) Each Material Contract is in full force and effect, and is valid and binding and enforceable in accordance with its terms against the Company and, to the Company’s knowledge, the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and general principles of equity, and has been negotiated in good faith on an “arm’s length” transaction basis. A true, correct and complete copy of each written Material Contract and a true, correct and complete summary of each oral Material Contract have been made available to Buyer. There is no material violation, breach (including anticipatory breach) or default under any Material Contract by the Company or, to the knowledge of the Company, by any other party thereto, and no event has occurred or condition exists that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or, to the knowledge of the Company, any other party thereto, and the Company has not received or given notice of any default or claimed or purported or alleged default or state of facts which, with notice or lapse of time or both, would constitute a default on the part of any party in the performance or payment of any Material Contract. No notice, waiver, consent or approval is required (or the lack of which would give rise to a right of termination, cancellation or acceleration of, or entitle any party to accelerate, whether after the giving of notice or lapse of time or both, any obligation under the Material Contracts) under or relating to any Material Contract in connection with the voting of shares or other equity or debt interests execution, delivery and performance of the Company C/C Transaction Agreements or any the consummation of its Subsidiaries;the transactions contemplated thereby.

Contracts. Schedule 4.12 sets forth a true, correct and complete list of the following written contracts, agreements, leases, commitments and other instruments to which a Seller is, or is performing obligations as though it were, a party (other than the Employment Agreements set forth on Schedule 4.14 and the Seller Benefit Plans set forth on Schedule 4.15), in each case only to the extent related to, in connection with or otherwise affecting the Assets, the Business or the ownership or operation of the Assets or the Business but only to the extent they will become Assumed Contracts: (a) Other each lease or license involving any Assets (whether real, personal or mixed, tangible or intangible) involving an annual commitment or payment of more than the contracts or agreements $2,500,000 individually by any of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act Sellers; (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following b) all contracts and agreements to which a Seller is a party that limit or restrict any of the Company Sellers or any Key Business Employees of its Subsidiaries any of the Sellers from engaging in any business in any jurisdiction; (c) all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets, in each case requiring the payment by any of the Sellers after the date hereof of an amount in excess of $2,500,000; (d) all contracts that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof or the Closing or in connection with the transactions contemplated hereby; (e) all contracts and agreements granting any Person a Lien (other than a Permitted Lien) on all or any part of the Assets; (f) all contracts and agreements for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (g) all contracts and agreements granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any of the Assets; (h) all contracts and agreements with any agent, distributor or representative that is not terminable without penalty on 90 days’ or fewer notice; (i) all contracts and agreements for the granting or receiving of a license, sublicense or franchise under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment in excess of $100,000 annually; (j) all joint venture or partnership contracts and all other contracts providing for the sharing of any profits (but excluding the limited partnership agreement of Huntsman Fuels); (k) all customer and supplier contracts, not terminable without penalty on 90 days’ or fewer notice either by the Seller party thereto or the applicable customer or supplier, for the provision of goods or services with a value in excess of $2,500,000 in any year during the two-year period ended December 31, 2005 by any of the Sellers; (l) all outstanding powers of attorney empowering any Person to act on behalf of any of the Sellers that would be binding on the Purchaser as a result of the closing of the transactions under this Agreement; (m) the software license agreements set forth on Schedule 4.12(m) (“Transferred Software License Agreements”); and (n) all existing contracts, agreements, arrangements and commitments (other than those described in subsections (a) through (m) of this Section 4.12) to which any of the Sellers is a party or by which any of them is the Assets are bound (contracts i) involving an annual commitment or annual payment to or from such Seller of more than $2,500,000 individually or (ii) that is material to the Business, individually. True, correct and agreements complete copies of the types Assumed Contracts described below being "IDENTIFIED CONTRACTS") has above in this Section 4.12 have been previously delivered made available to Purchaserthe Purchaser or its representatives or agents. Subject to the following paragraph, the Assumed Contracts are legal, valid, binding and enforceable in all material respects in accordance with their respective terms with respect to the Sellers that are a party to such Assumed Contracts, and to the Sellers’ Knowledge with respect to each other Person party thereto, subject in each case as to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts granting equitable remedies. There is no existing material default or breach by any of the Sellers under any Assumed Contract (or event or condition that, with notice or lapse of time or both could constitute a material default or breach), and to the Sellers’ Knowledge, there is no such Identified Contract is in effect on material default (or event or condition that, with notice or lapse of time or both, could constitute a material default or breach) with respect to any third party to any such Assumed Contract. As of the date hereof: , no party to any Assumed Contract is (ix) contracts and agreements for the purchase of inventoriesrepudiating any provision thereof, goods (y) failing to perform its obligations thereunder claiming force majeure or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments right to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, suspend performance or (Bz) are claiming any right to offset, discount or otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness▇▇▇▇▇; in each case, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap any material amount or similar agreementsperformance obligation owing thereunder, commodity swaps and except, in the case of clause (z), only as expressly permitted by the applicable contract. None of the rights of either Seller in the Assumed Contracts is subject to a Lien other than a Permitted Lien. Schedule 4.12 identifies with an asterisk each Assumed Contract set forth therein that requires the consent of or options notice to the other party thereto to avoid any breach, default or similar agreements violation of such contract, agreement or foreign currency hedgeother instrument in connection with the transactions contemplated hereby, exchange including the assignment of such Assumed Contract to the Purchaser. The representations and warranties in this Section 4.12 in respect of MTBE Contracts are given only as of the date hereof. Certain of the Assumed Contracts may not in fact have been executed on behalf of a Seller and/or other Person party (or similar agreements intended to be party) thereto or may have expired or be beyond their term. The Purchaser accepts the risk that if in fact any such contract was not fully executed or has expired or is beyond its term, it may not be enforceable by the Sellers (or after the Closing, the Purchaser), against any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating party thereto. Subject to the voting of shares or other equity or debt interests preceding sentence, all representations and warranties of the Company Sellers in the paragraph immediately above shall apply with respect to each such contract as if it had been fully and validly executed, or any of was within its Subsidiaries;stated term, as applicable.

Contracts. (a) Other than the contracts or agreements of the Company included as exhibits Schedule 3.16 sets forth (with paragraph references corresponding to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 those set forth below) a true and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each complete list of the following contracts and written contracts, plans, licenses, undertakings, commitments, instruments or agreements ("Contracts") to which the Company or any of its Subsidiaries Triton is a party or by which any of them is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof, as follows: (i) contracts and agreements all Contracts (excluding Triton Benefit Plans) providing for the purchase a commitment of inventories, goods employment for a specified or other materials by, unspecified term or for the furnishing of services tootherwise relating to employment, the Company termination of employment, severance, personal services, consulting or any of its Subsidiaries that (A) require payments by indemnification for officers, directors or the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltylike; (ii) contracts and agreements for all Contracts containing any provision or covenant prohibiting or materially limiting the sale ability of inventories, goods Triton to engage in any business activity or other materials, to compete with any person or for entity or prohibiting or materially limiting the furnishing ability of services, by the Company any person or entity to engage in any of its Subsidiaries that (A) require payments business activity or to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltycompete with Triton; (iii) manufacturer's representativeall material partnership, sales agency and distribution contracts and agreements that (A) have a term of one year joint venture, shareholders' or more and are not terminable by the Company other similar Contracts with any person or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialentity; (iv) contracts and agreements (A) governing all Contracts providing for the terms lending of indebtednessmoney, whether as borrower, lender or guarantees of indebtednessguarantor that, of, individually or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of exceed $100,000, or (C) providing for 50,000 and all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options related security agreements or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentassociated therewith that survive Closing; (v) shareholderall Contracts (including so-called take-or-pay or keepwell agreements), voting trust under which Triton has directly or similar indirectly guaranteed indebtedness, liabilities or obligations of any person or entity (in each case other than endorsements for the purpose of collection in the Ordinary Course of Business) that, individually or in the aggregate, exceed $50,000; (vi) all Contracts pending for the acquisition or disposition, directly or indirectly (by merger or otherwise) of assets (other than coal) that individually exceed $1,000,000; (vii) all continuing Contracts for the future purchase or lease of materials, supplies or equipment (other than purchase contracts and orders for inventory in the Ordinary Course of Business) that individually have an aggregate future liability that exceeds $1,000,000; (viii) all Contracts pertaining to the ownership, operation or maintenance of any and all facilities of Triton having a term greater than 90 days, which individually exceed $4,000,000; (ix) any other agreement (not expressly covered by one of the other clauses of this Section 3.16(a)) of Triton (other than financing agreements and coal contracts) that requires annual payments to be made or received in excess of $50,000 and that is not cancelable with ninety (90) days notice; (x) all Contracts between Triton, on one hand, and either Contributor or any affiliate of such Contributor, on the other hand; (xi) all material Contracts relating to the voting purchase, sale or transport of shares coal and all agreements with coal brokers (in each case, other than purchase orders); (xii) all Contracts for coal treatment and tippling; (xiii) all material Contracts relating in whole or in part to the intellectual property of Triton; (xiv) all collective bargaining or similar labor Contracts; (xv) all guarantees, indemnities, letters of credit, letters of comfort, surety bonds, self-bonds, other bonds, including reclamation bonds, financial guaranty bonds, performance bonds and other obligations obtained or issued by the Contributors or Triton or their affiliates for the benefit of Triton or otherwise in force with respect to Triton (collectively, the "Guarantees"); (xvi) all Contracts (other than this Agreement and its governing documents) that survive the Closing and that (A) limit or contain restrictions on the ability of Triton to declare or make distributions with respect to, or to issue or purchase, redeem or otherwise acquire, its Triton Interests, to incur indebtedness, to incur or suffer to exist any Lien, to purchase or sell any assets and properties, to change the lines of business in which it participates or engages or to engage in any merger or other business combination or (B) require Triton to maintain specified financial ratios or levels of net worth or other indicia of financial condition; and (xvii) to the extent not otherwise set forth on Schedule 3.16, any other Contract the primary purpose of which is to indemnify or otherwise make whole any person or entity with an indemnification or make whole obligation having a value that exceeds $50,000. (b) True copies of the written Contracts identified in Schedule 3.16 have been made available to the MLP prior to the execution of this Agreement. Except as set forth on Schedule 3.16, Triton is not and, to the knowledge of the Contributors, no other party is in default under, or in breach or violation of (and no event has occurred which, with notice or the lapse of time or both, would constitute a default under, or a breach or violation of) any term, condition or provision of any Contract identified on Schedule 3.16, except for defaults, breaches, violations or events which, individually or in the aggregate, are not reasonably likely to have a Triton Material Adverse Effect. (c) Other than Contracts that have terminated or expired in accordance with their terms, each of the Contracts identified on Schedule 3.16 constitutes valid, binding and enforceable obligations of Triton to the extent it is a party thereto and, to the knowledge of the Contributors, enforceable obligations of any other party thereto, in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or debt interests at law) and an implied covenant of good faith and fair dealing) and is in full force and effect, except where such failure is not reasonably likely to have a Triton Material Adverse Effect. (d) No event has occurred that either entitles, or would, upon notice or lapse of time or both, entitle the Company holder of any indebtedness for borrowed money affecting Triton to accelerate, or that does accelerate, the maturity of any of its Subsidiaries;indebtedness affecting Triton.

Contracts. (a) Other than Except (i) for this Agreement, (ii) for the contracts or agreements of the Company included Contracts filed as exhibits to the Company's Annual Report on Form 10-K SEC Reports filed prior to the date of this Agreement, (iii) for the fiscal year ended September 30Company Plans and Company Stock Plans, 1997(iv) for any contracts (other than, with respect to clauses (xii) and (xv) of this Section 3.8, any contracts with Key Payors or Significant Partners) that are terminable (and will continue to be terminable after the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS"Effective Time) has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof: (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 subsidiaries party thereto on no more than sixty (60) days’ notice without material penalty or other liability and (Bv) have as set forth in Section 3.8 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries, as of the date hereof, is party to or bound by any legally binding note, bond, mortgage, indenture, contract, agreement, lease, license, Permit or other instrument, obligation or arrangement (each, a term of one year or more and are not terminable “Contract”) that: (i) is required to be filed by the Company or Subsidiary party thereto, as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the case may be, on notice of six months or less without penaltySecurities Act; (ii) contracts contains covenants binding upon the Company or any of its subsidiaries, in each case that are material to the Company and agreements for its subsidiaries, taken as a whole, that (A) restrict the sale ability (other than to the extent described in clause (C)(1) below) of inventoriesthe Company (or, goods following the Effective Time, the Surviving Corporation) or other materialsany of its subsidiaries or Affiliates to engage or compete in any business or sell, supply, acquire, license or distribute any product or service, in each case, in any market or geographic area, with any Person or during any period of time, or that would require the disposition of any material assets or line of business of the Company or its subsidiaries, or, in each case, after the Effective Time, Parent or its subsidiaries, (B) (1) grant “most favored nation” status to another Person and (2) pursuant to such Contract the Company or any of its subsidiaries collectively received, during the twelve (12) month period ended September 26, 2015, more than $50,000,000 or (C) (1) include exclusive or preferred purchasing arrangements or similar provisions expressly obligating the Company or any of its subsidiaries to obtain all of its requirements for, or a minimum quantity of, certain merchandise exclusively from any vendor for the furnishing of services, merchandise resold by the Company or any of its Subsidiaries that subsidiaries, except, in each case, any purchase orders entered into in the ordinary course of business and (A2) require payments pursuant to such Contract the Company or any of its Subsidiaries in excess of subsidiaries collectively paid, during the twelve (12) month period ended September 26, 2015, more than $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty50,000,000; (iii) manufacturer's representativeis a services agreement, sales agency and distribution contracts and agreements that equipment lease, logistics agreement, information technology agreement or agreement related to software (Aother than any architectural or construction-related Contract) have a term of one year in connection with which or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations subsidiaries collectively paid, during the twelve (12) month period ended September 26, 2015, more than $50,000,000 to any Person; (iv) other than with respect to any partnership or limited liability company that is wholly owned by the Company or any of its wholly owned subsidiaries, is a joint venture, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any joint venture, partnership, limited liability company or other similar Person, in excess of $100,000each case, or (C) providing for all obligations of that is material to the Company and its Subsidiaries in respect of interest rate swap or similar agreementssubsidiaries, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumenttaken as a whole; (v) shareholderis an indenture, voting trust credit agreement, loan agreement, security agreement, guarantee, bond or similar contracts and agreements any other Contract relating to indebtedness for borrowed money or the voting deferred purchase price for property, in each case having an outstanding amount in excess of shares $5,000,000 individually, other than any such Contract between or other equity among any of the Company and any of its subsidiaries; (vi) prohibits the payment of dividends or debt interests distributions in respect of the capital stock of the Company or any of its Subsidiariessubsidiaries, prohibits the pledging of the capital stock of the Company or any subsidiary of the Company, prohibits the issuance of guarantees by the Company or any subsidiary of the Company or grants any rights of first refusal or rights of first offer or similar rights or that limits or proposes to limit the ability of the Company or any of its subsidiaries or Affiliates to sell, transfer, pledge or otherwise dispose of any assets or businesses, in each case, that is material to the Company and its subsidiaries, taken as a whole; (vii) is an agreement under which the Company or any of its subsidiaries has any obligations to make a capital contribution to, or other investment in the securities of, any Person (other than (x) to the Company or any of its wholly owned subsidiaries, (y) extensions of credit in the ordinary course of business consistent with past practice and (z) investments in marketable securities in the ordinary course of business), in each case, that is material to the Company and its subsidiaries, taken as a whole; (viii) is an agreement with respect to any acquisition or divestiture (other than, for the avoidance of doubt, for acquisitions or dispositions of inventory, merchandise, products, services, properties and assets in the ordinary course of business) pursuant to which the Company or any of its subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $10,000,000; (ix) is between the Company or any of its subsidiaries, on the one hand, and any director or officer of the Company or any Person beneficially owning five percent (5%) or more of the outstanding Company Shares or any of their respective Affiliates, on the other hand, except for any Company Plan; (x) contains a standstill or similar agreement that will be in effect as of the Closing pursuant to which the Company or any of its subsidiaries has agreed not to acquire assets or securities of another Person; (xi) contains a put, call or similar right pursuant to which the Company or any of its subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets, in each case with a value in excess of $10,000,000; (xii) is with a Significant Partner; (xiii) is a Company Material Real Property Lease; (xiv) is a Contract (including purchasing agreements, group purchasing agreements and excluding work orders, statements of work, purchase orders and similar contracts) pursuant to which the Company or any of its subsidiaries collectively paid, during the twelve (12) month period ended September 26, 2015, more than $50,000,000 to any Person; or (xv) is with any of the Company’s top twenty (20) commercial payors (measured by prescription revenue of the Company during the twelve (12) month period ended on September 26, 2015) (the “Key Payors”). (b) Each Contract set forth or required to be set forth in Section 3.8 of the Company Disclosure Schedule or filed as an exhibit (or incorporated by reference) to the SEC Reports filed prior to the date of this Agreement as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (and to the extent so disclosed as a “material contract” under Regulation S-K in force as of the date hereof) is referred to herein as a “Material Contract”. Each of the Material Contracts is valid and binding on the Company or its subsidiaries party thereto, as applicable, and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject to the Bankruptcy and Equity Exception, except (i) to the extent that any Material Contract expires in accordance with its terms and (ii) for such failures to be valid and binding or to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, as of the date hereof (x) the Company and its subsidiaries have in all material respects performed all obligations required to be performed by them under each Material Contract and, to the knowledge of the Company, each other party to each Material Contract has in all material respects performed all obligations required to be performed by it under such Material Contract, (y) neither the Company nor any of its subsidiaries have received written notice from any other party to a Material Contract that such other party intends to terminate any such Material Contract (except in accordance with the terms thereof) and (z) there is no default under any Material Contract by the Company or any of its subsidiaries and, to the knowledge of the Company, no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by the Company or any of its subsidiaries.

Contracts. (a) Other Section 3.14(a) of the Disclosure Schedule lists the following agreements (other than the contracts those agreements which have been terminated with no ongoing obligations other than confidentiality or agreements publicity) in favor of the Company included as exhibits (each a “Contract”) to which the Company or any Subsidiary is a party: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties which involves more than the sum of $100,000; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $100,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement providing for any royalty, milestone or similar payments by the Company with respect to the Company's Annual Report development or sale of any product or use of Intellectual Property, in each case providing for payments of more than $50,000; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which the Company or any Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) a Security Interest on Form 10-K any of its assets, tangible or intangible; (vi) any agreement for the fiscal year ended September 30disposition of any significant portion of the assets or business of the Company or any Subsidiary (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other Person (other than purchases of inventory or components in the Ordinary Course of Business); (vii) any agreement concerning confidentiality, 1997noncompetition or non-solicitation (excluding any confidentiality agreements with consultants, service providers, suppliers or employees of the Company or any Subsidiary containing terms and conditions set forth in the Company's Quarterly Reports on Form 10-Q ’s or the applicable Subsidiary’s standard form of agreement, copies of which have previously been, or in the case of those Contracts indicated in Section 3.14(a)(vii) of the Disclosure Schedule, will prior to the Closing Date be, delivered or made available to the Buyer); (viii) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the fiscal quarters ended December 31payment of severance) or retention agreement, 1997, March 31, 1998 and June 30, 1998, other than offer letters with employees (the form of which has been made available to the Buyer) providing for “at will” employment in the form used by the Company or any periodic filing made pursuant to Subsidiary in the Exchange Act Ordinary Course of Business; (the "MATERIAL CONTRACTS"ix) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (x) any agreement involving any current or former officer, and contracts director or agreements between stockholder of the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries any Affiliate thereof, other than as mentioned under (viii) above; (xi) any agreement not otherwise listed in Section 3.14(a) of the CompanyDisclosure Schedule under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xii) any agency, each of the following contracts and distributor, sales representative, franchise or similar agreements to which the Company or any of its Subsidiaries Subsidiary is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof: (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any Subsidiary is bound; (xiii) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of its Subsidiaries that products or services entered into in the Ordinary Course of Business); (Axiv) require payments any agreements relating to grants, funding or other forms of assistance, including loans with interest at below market rates, received by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltyfrom any Governmental Entity; (iixv) contracts and agreements for any agreement that would reasonably be expected to have the sale effect of inventories, goods prohibiting or other materials, or for impairing the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations conduct of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests business of the Company or any of the Subsidiaries or the Buyer or any of its Subsidiariessubsidiaries as currently conducted and as currently proposed to be conducted; (xvi) the agreements listed in Sections 3.13(h) and 3.13(i) of the Disclosure Schedule; and (xvii) any other agreement (or group of related agreements) either involving more than $100,000 or not entered into in the Ordinary Course of Business. (b) The Company has made available to the Buyer a complete and accurate copy of each Contract (as amended to date). With respect to each Contract: (i) the Contract is legal, valid, binding and enforceable, subject to Applicable Bankruptcy Laws, and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Warrantors’ Knowledge, against each other party thereto; (ii) the Contract will continue to be legal, valid, binding and enforceable, subject to Applicable Bankruptcy Laws, and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Warrantors’ Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) none of the Company, any Subsidiary or, to the Knowledge of the Warrantors, any other party, is in breach or violation of, or default under, any such Contract, and no event has occurred, is pending or, to the Knowledge of the Warrantors, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company, any Subsidiary or, to the Knowledge of the Warrantors, any other party under such Contract. (c) Neither the Company nor any Subsidiary is a party to any oral contract, agreement or other arrangement which, if reduced to written form, would be required to be listed in Section 3.14(a) of the Disclosure Schedule under the terms of Section 3.14(a). Neither the Company nor any Subsidiary is a party to any written or oral arrangement (i) to perform services or sell products which is expected to be performed at, or to result in, a loss, (ii) that is of an onerous or unusual nature, or (iii) for which the customer has already been billed or paid that have not been fully accounted for on the Most Recent Balance Sheet.

Contracts. (a) Other than the contracts or agreements Schedule 2.13 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts and agreements (written or oral) to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofof this Agreement: (i) contracts and agreements any agreement (or group of related agreements) for the purchase lease of inventories, goods personal property from or other materials by, or to third parties providing for the furnishing of services to, the Company or any of its Subsidiaries that (A) require lease payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have per annum or having a remaining term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltylonger than 12 months; (ii) contracts and agreements any agreement (or group of related agreements) for the purchase or sale of inventories, goods or other materials, products or for the furnishing or receipt of services, by the Company or any of its Subsidiaries that services (A) require payments to the Company or any which calls for performance over a period of its Subsidiaries in excess of $100,000 and more than one year, (B) have a term which involves more than the sum of one year $50,000, or more and are not terminable by (C) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or Subsidiary party thereto, as the case may be, on notice exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of six months goods or less without penaltyservices or has agreed to purchase goods or services exclusively from a certain party; (iii) manufacturer's representativeany agreement which, sales agency and distribution contracts and agreements that (A) have to the knowledge of the Company, establishes a term of one year partnership or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialjoint venture; (iv) contracts and agreements other than the Bridge Notes, any agreement (Aor group of related agreements) governing the terms of indebtednessunder which it has created, incurred, assumed or guarantees of indebtednessguaranteed (or may create, ofincur, assume or secured by assets of, the Company guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries in excess of $100,000 principal amount in the aggregateassets, tangible or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentintangible; (v) shareholderany agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, voting trust director or similar contracts and agreements relating to the voting of shares or other equity or debt interests stockholder of the Company or any affiliate, as defined in Rule 12b-2 under Exchange Act, thereof (an “Affiliate”); (viii) any agreement under which the consequences of its Subsidiariesa default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this Agreement, relating to the sales of securities of the Company to which the Company is a party. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Schedule 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Schedule 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) the Company is not nor, to the knowledge of the Company, is any other party, in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Other than the contracts or agreements Schedule 4.14(a) sets forth a true, complete and accurate list, as of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30date of this Agreement, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each all of the following contracts and agreements Contracts as amended to date which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is are currently in effect on the date hereof:(collectively, “Material Contracts”): (i) contracts and agreements for the purchase of inventories, goods all Contracts that require annual payments or other materials expenses incurred by, or for the furnishing of services annual payments or income to, the Company or any Group of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year US$200,000 or more (other than standard purchase and are not terminable by sale orders entered into in the Company ordinary course of business consistent with past practices) including sales, advertising, agency, sales promotion, market research, marketing or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltysimilar contracts; (ii) contracts and agreements for the sale each Contract with any current employee of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that Group (A) require which has continuing obligations for payment of an annual compensation of at least US$200,000, and which is not terminable for any reason or no reason upon reasonable notice without payment of any penalty, severance or other obligation; (B) providing for severance or post-termination payments or benefits to the Company or any of its Subsidiaries such employee in excess of $100,000 and US$60,000 (B) have a term of one year other than COBRA obligations or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, similar requirements under applicable local Law); or (C) providing for a payment or benefit in excess of US$60,000 upon the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement or as a result of a change of control of the Company; (iii) all obligations Contracts creating a joint venture, strategic alliance, limited liability company or partnership arrangement to which a member of the Company and its Subsidiaries Group is a party; (iv) all Contracts relating to any acquisitions or dispositions of assets of value in respect excess of interest rate swap US$100,000 by the Company Group (other than acquisitions or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentdispositions of inventory in the ordinary course of business consistent with past practices); (v) shareholderall IP Contracts, voting trust separately identifying all such IP Contracts under which the Company is obligated to pay royalties thereunder and all such IP Contracts under which the Company is entitled to receive royalties thereunder; (vi) all Contracts limiting the freedom of the Company Group to compete in any line of business or industry, with any Person or in any geographic area; (vii) all Contracts providing for guarantees, indemnification arrangements and other hold harmless arrangements made or provided by the Company, including all ongoing agreements for repair, warranty, maintenance, service, indemnification or similar contracts obligations, other than Standard Contracts; (viii) all Contracts with or pertaining to the Company Group to which any Affiliate of the Company Group is a party, other than any Contracts relating to such Affiliate’s status as a Company Securityholder or Contracts entered into on arms’ length terms by which any Company Group company provides goods or services to any other Company Group company; (ix) all Contracts relating to property or assets (whether real or personal, tangible or intangible) in which the Company Group holds a leasehold interest (including the Lease) and agreements which involve payments to the lessor thereunder in excess of US$200,000 per year; (x) all Contracts creating or otherwise relating to outstanding Indebtedness (other than intercompany Indebtedness) in the aggregate that are valued at US$250,000 or greater; (xi) all Contracts relating to the voting or control of shares or other the equity or debt interests of the Company Group or the election of directors of the Company Group (other than the organizational or constitutive documents of the Company Group); (xii) all Contracts not cancellable by the Company Group with no more than ninety (90) days’ notice if the effect of such cancellation would result in monetary penalty to the Company Group in excess of US$200,000 per the terms of such Contract; (xiii) all Contracts that may be terminated, or the provisions of which may be altered, as a result of the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement and which constitute Material Contracts as defined by the other subsections of this Section 4.14(a); (xiv) all Contracts under which any of the benefits, compensation or payments (or the vesting thereof) will be increased or accelerated by the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement, or the amount or value thereof will be calculated on the basis of, the transactions contemplated by this Agreement or any Ancillary Agreement; and (xv) all collective bargaining agreements or other agreement with a labor union, labor organization or works council or other representative of a group of employees. (b) Each Material Contract is (i) a valid and binding agreement, (ii) in full force and effect and (iii) enforceable by and against the Company Group and, to the Company’s Knowledge, each counterparty that is party thereto, subject, in the case of this clause (iii), to the Enforceability Exceptions. Neither the Company Group nor, to the Company’s Knowledge, any other party to a Material Contract is in material breach or default (whether with or without the passage of time or the giving of notice or both) under the terms of any such Material Contract. The Company Group has not assigned, delegated or otherwise transferred any of its Subsidiaries;rights or obligations under any Material Contract or granted any power of attorney with respect thereto. (c) The Company Group is in compliance in all material respects with all covenants, including all financial covenants, in all notes, indentures, bonds and other instruments or Contracts establishing or evidencing any Indebtedness. The consummation and closing of the transactions contemplated by this Agreement shall not cause or result in an event of default under any instruments or Contracts establishing or evidencing any Indebtedness.

Contracts. (a) Other than the contracts or agreements Section 3.15 of the Company included Disclosure Letter identifies each note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) that constitutes a Company Material Contract (as exhibits defined below), an accurate and complete copy of each of which has been provided or made available to Parent by the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries . For purposes of the Companythis Agreement, each of the following contracts Contracts, other than those set forth in clause (ix) below, that is unexpired and agreements to effective as of the date of this Agreement and under which the Company or any of its Subsidiaries is has ongoing rights or obligations will be deemed to constitute a party or “Company Material Contract” (it being understood that the Contracts set forth in clause (ix) shall not be deemed to be Company Material Contracts solely by which any virtue of them is bound (contracts and agreements being listed in Section 3.15(a)(ix) of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof:Company Disclosure Letter): (i) contracts and agreements for the purchase of inventories, goods any Contract that is or other materials by, or for the furnishing of services to, would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K; (ii) any of Contract that, by its Subsidiaries that (A) require terms, requires payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a 2,500,000 on an annual basis in the aggregate for the remainder of the stated term of one year or more and such Contract, other than (A) those that are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries on no more than ninety (90) days’ notice and without any liability or financial obligation to the Company or any of its Subsidiaries, or (B) purchase orders or quotations that are entered into in the ordinary course of business; (iii) any mortgages, indentures, guarantees, loans, credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit where the Company or one of its Subsidiaries is the borrower or receipt of credit, in excess of $1,000,000, other than (A) require accounts receivables and payables, (B) loans by the Company or any of its direct or indirect Subsidiaries to, or guarantees by any of the foregoing for, direct or indirect wholly-owned Subsidiaries of the Company or (C) letters of credit or bonds or agreements related thereto issued by or for the benefit of the Company or one of its Subsidiaries to Governmental Entities in connection with workers compensation Laws, in each case, in the ordinary course of business; (iv) any Contract (A) limiting or purporting to limit, in any respect, the freedom of the Company or any of its Subsidiaries to engage or participate, or compete with any other Person, in the business currently conducted by the Company and its Subsidiaries or in any market or geographic area, or to make use of any material Intellectual Property owned by the Company or any of its Subsidiaries; (B) prohibiting the Company or any of its Subsidiaries from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (C) in which the Company or its Subsidiaries provides “most favored nation,” “exclusivity,” preferential pricing, priority or similar provisions; (D) containing a purchase option; or (E) containing any non-solicit or non-hire provision restricting the Company or its Subsidiaries, other than any Contracts entered into in the ordinary course of business by the Company or any of its Subsidiaries with consultants pursuant to which the Company or its Subsidiary has agreed not to solicit or hire any employees of the consultant, provided that such Contract does not bind Affiliates of the Company that are not Subsidiaries of the Company; (v) any Contract with any of the Company’s or any of its Subsidiaries’ Affiliates, officers, directors, employees, or principal stockholders (and their respective Affiliates), or any immediate family member of, or Person who, to the Knowledge of the Company, is controlled by, any such Persons, other than (A) any written employment, agreement or other benefit plan with the Company, (B) the Company’s or its Subsidiaries’ written employee policies and procedures or (C) any Contracts that were sourced by Insight Portfolio Group, LLC but were entered into directly by the Company or one of its Subsidiaries; (vi) any Contract pursuant to which any Third Party is licensed (including pursuant to a covenant not to ▇▇▇) to use any Owned Company Intellectual Property, and all Contracts pursuant to which the Company or any of its Subsidiaries is licensed (including pursuant to a covenant not to ▇▇▇) to use any Intellectual Property owned by another Person, other than Contracts for (A) commercially available off-the-shelf Software licensed to the Company or any of its Subsidiaries through a “clickwrap” or “shrinkwrap” license or other similar standard terms and conditions for a one-time payment amount or aggregate yearly fee not in excess of $300,000 in any case and (B) the non-exclusive licensing or cross-licensing of Intellectual Property to customers in the ordinary course of business. (vii) any Contract obligating the Company to manage any assets on behalf of a Third Party or pursuant to which any Third Party manages any assets or properties of the Company or its Subsidiaries; (viii) any Contract that, by its terms, is reasonably expected to result in payments to by the Company or any of its Subsidiaries in excess of $100,000 and (B) have a in the aggregate for the remainder of the stated term of one year or more such Contract and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have is with a term sole source supplier of one year material products or more and services which products or services are not terminable by the Company or Subsidiary party thereto, as the case may be, available from an alternative supplier on commercially reasonable terms and upon reasonable notice of six months or less without penalty, or (B) requires the purchase of all or a material portion of the Company’s or any of its Subsidiaries’ requirements for a given product or service from a given Third Party, in either case, which product or service is material to the Company and its Subsidiaries, taken as a whole; (ix) any Contract relating to the Company’s railcar backlog, as such backlog exists as of the date of this Agreement, other than Contracts entered into in the ordinary course of business for the storage of railcars or rolling stock that are otherwise not material; (ivx) contracts and agreements any Contract entered into since January 1, 2017 (A) governing relating to the terms disposition or acquisition of indebtednessassets, other than inventory or guarantees supplies in the ordinary course of indebtednessbusiness, ofthe aggregate value of which, or secured in each case, is not in excess of $500,000 by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, Subsidiaries; or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial or may acquire any ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company; (xi) any Contract not in the ordinary course of business that is a settlement or similar agreement to resolve a dispute that (A) imposes solely monetary obligations on the Company or any of its Subsidiaries after the date of this Agreement reasonably expected to be in excess of $100,0001,000,000, (B) imposes any non-monetary obligations on the Company or any of its Subsidiaries after the date of this Agreement, or (C) where a claim was made against the Company, does not include a full and complete release of the Company without admission of any liability; (xii) any Contract between the Company or its Subsidiaries, on the one hand, and any third Person, on the other hand, that creates a joint venture, limited liability company or partnership; (xiii) any Contract providing for all indemnification or guarantee of the obligations of any other Person that would be material to the Company and its Subsidiaries in respect of interest rate swap Subsidiaries, taken as a whole, other than any such Contracts involving railcar purchase, leasing, management, service, storage or similar agreements, commodity swaps or options or similar warranty agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumententered into in the ordinary course of business; (vxiv) shareholderany Contract entered into with a federal Governmental Entity, but excluding any Contract with a counterparty that may be a subcontractor to a Governmental Entity; (xv) any financial derivatives master agreement or confirmation, or futures account opening agreements and/or brokerage statements, evidencing financial hedging or similar trading activities; (xvi) any voting agreement or registration rights agreement relating to any securities of the Company; (xvii) any mortgage, pledge, security agreement, deed of trust or similar contracts and agreements relating to the voting of shares other Contract granting a Lien, other than a Permitted Lien, on any material property or other equity or debt interests assets of the Company or any of its Subsidiaries; (xviii) any customer or client Contract (or series of related Contracts) (other than Lease Agreements) that involved revenues in fiscal year 2017 in excess of US$5,000,000 or that is reasonably likely to involve revenues in fiscal year 2018 in excess of US$5,000,000; (xix) any supply or vendor Contract (or series of related Contracts) that involved payments by the Company or any of its Subsidiaries in fiscal year 2017 in excess of US$5,000,000 or that is reasonably likely to involve payments by the Company or any of its Subsidiaries in fiscal year 2018 in excess of US$5,000,000; (xx) any Contract that restricts or otherwise limits the payment of dividends or other distributions on equity securities by the Company or any Subsidiary; and (xxi) any Contract under which the Company or any Subsidiary grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or any of its Subsidiaries. (b) Each Company Material Contract is valid and in full force and effect, and is enforceable against the Company and its Subsidiaries (and to the Knowledge of the Company is enforceable against each other party thereto) in accordance with its terms, except if the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole, subject in all cases to: (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) Laws governing specific performance, injunctive relief and other equitable remedies. (i) Neither the Company nor its Subsidiaries has materially violated or materially breached, or committed any material default under, any Company Material Contract; (ii) to the Knowledge of the Company, no other Person has materially violated or materially breached, or committed any material default under, any Company Material Contract; and (iii) neither the Company nor its Subsidiaries has received any written notice or, to the Knowledge of the Company, other communication regarding any actual or possible material violation or material breach of, or material default under, any Company Material Contract.

Contracts. (a) Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each Schedule 4.14 lists all of the following contracts contracts, agreements, arrangements, and agreements understandings (whether oral or in writing) including all amendments thereto, to which the Company or any of its Subsidiaries is a party (or by which any of them is bound its properties or assets are bound) (contracts the “Contracts”); provided, however, that an agreement need not be disclosed on Schedule 4.14 and agreements shall not be deemed a “Contract” if it requires the Company to pay, or authorizes the Company to receive, aggregate payments of the types described below being "IDENTIFIED CONTRACTS"twenty-five thousand dollars ($25,000) has been previously delivered or less in any given year, except that this limitation shall not apply to Purchasersubparagraphs (ii), in each case as such Identified Contract is in effect on the date hereof:(iv), (v), (vi), (vii), (x), (xi), (xii), (xiv), (xv), (xvi) or (xvii): (i) contracts Contracts, agreements, arrangements and agreements for understandings (whether oral or in writing) involving capital leases or capital expenditures or requiring the purchase of inventories, goods or other materials byCompany to make, or for the furnishing of services to, authorizing the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party theretoto receive, as the case may be, on notice of six months or less without penaltypayments; (ii) contracts and agreements for the sale Loans, lines of inventoriescredit, goods letters of credit, indentures, promissory notes, security agreements, pledges, mortgages, hypothecations, loan agreements, guaranties, or other materials, payment or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltycollateral obligations; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialAgreements with vendors; (iv) contracts and agreements (A) governing the terms Agreements of indebtedness, guaranty or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentindemnification; (v) shareholderAgreements, voting trust contracts, and commitments containing any covenant, condition, or similar contracts promise limiting the right of the Company to engage in any line of business or activity or compete with any Person; (vi) Employment agreements, contracts, policies, and agreements commitments with or between the Company and any of its employees, directors, or officers, including without limitation, those relating to severance; (vii) Agreements with employees as a group or individually; (viii) Contracts with subcontractors and other service providers; (ix) Contracts (including rebate programs) with suppliers and vendors of parts, equipment, consumables and other items used by the voting Company in the ordinary course of shares the Business; (x) Contracts with any present or former stockholder, director or employee or any Affiliate of the foregoing; (xi) Profit sharing, stock option, stock purchase, stock appreciation, deferred compensation or other equity equity-based or debt interests profit sharing plan or arrangement for the benefit of the Company’s current or former directors, officers and employees; (xii) Contracts that include minimum purchase conditions or requirements or other terms that restrict or limit the purchasing relationships of the Company or any customer, licensee or lessee thereof; (xiii) Agreements to sell, lease or otherwise dispose of its Subsidiariesany assets or properties of the Company other than in the ordinary course of the Business; (xiv) Joint venture, partnership or other similar agreements; (xv) Shareholder agreements; (xvi) Any other agreement that is material to the Company; and (xvii) All commitments to enter into any of the foregoing. (b) All of the Contracts are valid and binding obligations of the Company, are enforceable in accordance with their respective terms except as would not be reasonably expected to have a Material Adverse Effect on the Company, are in full force and effect and, except as otherwise specified on Schedule 4.14, will continue in full force and effect after the Closing without the consent of any other party. Except as set forth on Schedule 4.14, none of the Contracts contain any provision that is triggered by a change of control of the Company or by any transactions contemplated by this Agreement. Except as set forth on Schedule 4.14, (i) none of the Contracts contain a provision imposing a penalty if any of the amounts due thereunder are prepaid; and (ii) there is no existing default by the Company and, to the Knowledge of the Sellers and to the Knowledge of the Company, there is no existing default by any third party or any event which, with or without notice or lapse of time, or both, would constitute a default or result in a right to accelerate or loss of rights under or with respect to any of the Contracts. The Company is not a party to, or bound by the provisions of, any contract (including purchase orders, blanket purchase orders and agreements and delivery orders) with any Governmental Entity. Correct and complete copies of all of the Contracts in written form have been delivered to Investor.

Contracts. (a) Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997Schedule 5.16(a) lists all material Contracts (collectively, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements “Material Contracts”) to which the Company or any of its Subsidiaries Group is a party or by and which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is are currently in effect on and constitute the date hereoffollowing: (i) contracts and agreements for the purchase of inventories, goods each Contract that requires annual payments or other materials expenses by, or for the furnishing of services annual payments or income to, the Company Group of $250,000 or more (other than standard purchase and sale orders entered into in the ordinary course of business consistent with past practice); (ii) each sales, advertising, agency, lobbying, broker, sales promotion, market research, marketing or similar contract and agreement requiring the payment of any commissions by the Company Group in excess of its Subsidiaries that $250,000 annually; (iii) each Contract between the Company Group and Zhejiang Xiaojianren; (iv) each employment Contract, employee leasing Contract, and consultant and sales representative Contract with any current or former officer, director, employee or individual consultant of the Company Group or other Person, under which the Company Group (A) require payments has continuing obligations for payment of annual compensation of at least $200,000 (other than oral arrangements for at-will employment), (B) has material severance or post termination obligations to such Person (other than COBRA obligations), or (C) has an obligation to make a payment upon consummation of the transactions contemplated hereby or as a result of a change of control of the Company Group; (v) each Contract creating a material joint venture, strategic alliance, limited liability company and partnership agreement to which the Company Group is a party; (vi) each Contract relating to any material acquisitions or dispositions of assets by the Company Group in excess of $500,000; (vii) each Contract for a material licensing agreement for Intellectual Property Rights (including the nature of the use of said Intellectual Property Right), other than (i) “shrink wrap,” off-the-shelf, or other publicly or commercially available licenses, and (ii) non-exclusive licenses granted in the ordinary course of business; (viii) each Contract relating to material secrecy, confidentiality and nondisclosure obligations that restrict the conduct of the Company Group (except for such Contracts entered into in the ordinary course of business) or substantially limit the freedom of the Company Group to compete in any line of its Subsidiaries business or with any Person or in any geographic area; (ix) each Contract providing for material guarantees, indemnification arrangements and other hold harmless arrangements made or provided by the Company Group to a third party other than any indemnity or similar provisions incidental to any Contract entered into by the Company Group in the ordinary course of business; (x) each Contract to which any Specified Shareholder is a party; (xi) each Contract relating to tangible property or tangible assets (whether real or personal) in which the Company Group holds a leasehold interest (including the Leases) and which involves payments to the lessor thereunder in excess of $25,000 per month; (xii) each Contract relating to outstanding Indebtedness, including financial instruments of indenture or security instruments (typically interest-bearing) such as notes, mortgages, loans and lines of credit, except any such Contract with an aggregate outstanding principal amount not exceeding $250,000; (xiii) each Contract relating to the voting or control of the equity interests of the Company Group or the election of directors of the Company (other than the Organizational Documents of the Company Group); (xiv) each Contract that can be terminated, or the provisions of which are altered, as a result of the consummation of the transactions contemplated by this Agreement or any of the Additional Agreements to which the Company Group is a party; (xv) each Contract for which any of the benefits, compensation or payments (or the vesting thereof) with respect to a director, officer, employee or individual consultant of a member of Company Group will be materially increased or accelerated by the consummation of the transactions contemplated hereby or the amount or value thereof will be calculated on the basis of any of the transactions contemplated by this Agreement; (xvi) each Contract relating in any way to the Internal Reorganization; and (xvii) any other Contract that can be reasonably deemed as material to the Company, its operations and/or its financial condition. (b) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect or as set forth on Schedule 5.16(b), as of the date of this Agreement, (i) each Material Contract is a valid and binding agreement, and is in full force and effect, and neither the Company Group nor, to the knowledge of the Company, any other party thereto, is in breach or default (whether with or without the passage of time or the giving of notice or both) under the terms of any such Material Contract, subject to Creditors’ Rights, (ii) the Company Group has not assigned, delegated, or otherwise transferred any of its rights or obligations with respect to any Material Contracts, or granted any power of attorney with respect thereto or to any of the Company Group’s assets, (iii) no Contract (A) requires the Company Group to post a bond or deliver any other form of security or payment to secure its obligations thereunder or (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case imposes any non-competition covenants that may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materialsbe binding on, or for restrict the furnishing of services, Business or require any payments by the Company or with respect to Purchaser or any of its Subsidiaries that (A) require payments Affiliates. The Company Group previously provided to the Company or any Purchaser Parties true and correct copies of its Subsidiaries in excess each written Material Contract as of $100,000 and (B) have a term the date of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty;this Agreement. (iiic) manufacturer's representativeExcept as would not reasonably be expected to, sales agency and distribution contracts and agreements that (A) have a term of one year individually or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, have a Company Material Adverse Effect or (B) governing set forth on Schedule 5.16(c), none of the terms execution, delivery or performance by the Company Group of "synthetic" this Agreement or capital leases pursuant Additional Agreements to which the Company Group is a party or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations the consummation by the Company Group of the Company and its Subsidiaries in respect transactions contemplated hereby or thereby constitutes a default under or gives rise to any right of interest rate swap termination, cancellation or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or acceleration of any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests obligation of the Company or to a loss of any material benefit to which the Company Group is entitled under any provision of its Subsidiaries;any Material Contract. (d) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect or as set forth on Schedule 5.16(d), the Company Group is in compliance with all covenants, including all financial covenants, in all notes, indentures, bonds and other instruments or agreements evidencing any Indebtedness.

Contracts. (aSection 4(m) Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30Disclosure Schedule lists, 1997whether written or oral, together with all amendments and modifications thereto, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), following agreements and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofMEI: (i) all contracts and agreements for the purchase agreements, whether or not fully performed, pursuant to which MEI has since January 1, 1997 acquired or disposed of inventories, goods or other materials by, or for the furnishing of services to, the Company or any more than $500,000 worth of its Subsidiaries that business or assets; (ii) all agreements containing (A) require payments covenants not to compete on the part of MEI or other similar restrictions on the ability of MEI to engage in its business, (B) rights of first refusal, (C) exclusive dealing or minimum purchase provisions or (D) prepayment or termination penalties; (iii) all notes, mortgages, indentures, letters of credit, guarantees, performance bonds, security agreements and other agreements and instruments for lending or borrowing (including assumed debt) entered into by the Company MEI or pursuant to which any properties or assets of its Subsidiaries MEI are pledged or mortgaged as collateral; (iv) any employment or consulting agreement with any present or former director, officer or employee of MEI; (v) all joint venture or partnership agreements to which MEI is a party or bound; (vi) all agreements pursuant to which MEI pays royalties in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltyper year; (iivii) all area development agreements, construction agreements and franchise agreements to which MEI is a party or bound; (viii) all product or service purchasing and supplier agreements to which MEI is a party or bound, pursuant to which MEI has purchased or committed to purchase more than $250,000 of products, services or supplies during the last year or during the next twelve (12) months; and (ix) any other contracts and agreements for of MEI, the sale performance of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries which will involve consideration in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, MEI without penalty upon not more than 60 days notice. The foregoing are hereinafter referred to as the case may be, on "MEI Contracts." Buyer has been delivered a correct and complete copy of each MEI Contract or other agreement listed in Section 4(m) of the Disclosure Schedule (as amended to date). No Seller knows of any material defense to the validity or enforceability of any MEI Contract. Neither MEI nor any Seller has received written notice that MEI is in material default and MEI has not materially defaulted under any MEI Contract. MEI has not waived any material rights under any MEI Contract. MEI has not received or given notice of six months any breach or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or default in connection with any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of the Company or any of its Subsidiaries;MEI Contract.

Contracts. (a) Other than the contracts or agreements of the Company included as exhibits Schedule 5.11(a) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each applicable Acquired Companies Annex sets forth a list of the following contracts and agreements Contracts to which the an Acquired Company or any of its Subsidiaries is a party or by which any of them is the Acquired Company may be bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof:“Material Contracts”): (i) contracts and agreements Contracts for the purchase future purchase, exchange or sale of inventories, goods electric power or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltyancillary services; (ii) contracts and agreements Contracts for the sale future transmission of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltyelectric power; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialinterconnection Contracts; (iv) contracts other than Contracts of the nature addressed by Section 5.11(a)(i) - (iii) and agreements the Land Contracts, Contracts (A) governing for the terms sale of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, asset or (B) governing the terms that grant a right or option to purchase or sell any asset, other than in each case Contracts relating to assets with a value of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of less than Five Hundred Thousand Dollars ($100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument500,000); (v) shareholderother than Contracts of the nature addressed by Section 5.11(a)(i) - (iv) and the Land Contracts, voting trust Contracts for the future receipt of any assets or similar contracts services requiring payments in excess of Five Hundred Thousand Dollars ($500,000) for each individual Contract; (vi) Contracts that purport to limit such Acquired Company’s freedom to compete in any line of business or in any geographic area; (vii) partnership, joint venture or limited liability company agreements; (viii) Contracts under which it has created, incurred, assumed or guaranteed any outstanding indebtedness for borrowed money or any capitalized lease obligation, or under which it has imposed a security interest on any of its assets, tangible or intangible, which security interest secures outstanding indebtedness for borrowed money; (ix) outstanding agreements of guaranty, surety or indemnification (excluding indemnification provisions customarily included in Contracts entered into in the Ordinary Course of Business), direct or indirect, by such Acquired Company; (x) Contracts for employment, management or consulting services providing annual compensation in excess of Two Hundred Fifty Thousand Dollars ($250,000) and agreements relating which are not cancelable by such Acquired Company on notice (and without penalty) of ninety (90) days or less; (xi) all Contracts with respect to the voting purchase, issuance, transfer or Encumbrance of shares or other equity or debt the membership interests of the Company Acquired Companies; and (xii) all Contracts with Seller or any Affiliate of its Subsidiaries;Seller, on the one hand, and any Acquired Company, on the other hand. (b) Except as set forth on Schedule 5.11(b) to the applicable Acquired Companies Annex, Seller has provided Purchaser with, or access to, copies of all Material Contracts. (c) Except as set forth on Schedule 5.11(c) to the applicable Acquired Companies Annex, each of the Material Contracts, in all material respects, is in full force and effect and constitutes a valid and binding obligation of the Acquired Company party thereto and, to Seller’s Knowledge, of the other parties thereto. (d) Except as set forth on Schedule 5.11(d) to the applicable Acquired Companies Annex, no Acquired Company is in breach or default in any material respect under any Material Contract, and to Seller’s Knowledge, no other party to any of the Material Contracts is in breach or default in any material respect thereunder.

Contracts. (a) Other Except as set forth on Schedule 3.9(a) (together with the IP Contracts, the “Material Contracts”), no Company is a party to any of the following (other than any Benefit Plan or Employment Arrangement): (i) any collective bargaining agreements; (ii) Affiliate Agreements; (iii) (A) leases or similar Contracts under which such Company is lessee of, or holds or uses, any machinery, equipment or vehicle or other tangible personal property owned by a third party or (B) Contracts (including any group of related Contracts with the same Person) for the purchase or sale of any tangible assets or other tangible personal property (including without limitation supplies, equipment or materials); in each case, that has an aggregate continuing liability in excess of $50,000 per year or $100,000 in the aggregate and that is not terminable by such Company on not more than thirty (30) days’ notice without penalty or premium; (iv) all mortgages, indentures, notes, bonds or other agreements relating to Indebtedness incurred or provided by such Company in an amount in excess of $25,000 (other than (A) endorsements for the purpose of collection in the ordinary course of business and (B) advances to employees of such Company in the ordinary course of business); (v) all Contracts to supply goods or services to such Company involving amounts in excess of $500,000 in the most recent fiscal year or $1,000,000 in the aggregate (other than any Employment Arrangements); (vi) all sales agent, sales representative or distribution agreements involving amounts in excess of $50,000 in the most recent fiscal year or $100,000 in the aggregate; (vii) all Contracts materially restricting such Company from freely engaging in its respective Company Business anywhere in the world; (viii) limited liability company agreement, partnership agreement, joint venture agreement or other similar agreement or arrangement (other than the contracts Fundamental Documents of any Company or agreements any agreement between the Companies); (ix) Contract that relates to the disposition or acquisition of equity or all or substantially all of the assets or equity of the Companies or any other Person by any Company, or any merger, consolidation or business combination with respect to any Company; (x) Contract for any settlement agreement in respect of a Proceeding providing for payments in excess of $25,000; (xi) Contract granting to any Person (other than a Company) an option or a first refusal, first offer or similar preferential right to purchase or acquire any material assets of a Company, other than in the ordinary course of business consistent with past practice; (xii) Contract with a Top Revenue Customer; (xiii) any Contract that provides for any special rebate, discount or similar programs to any customer or supplier, other than in the ordinary course of business consistent with past practice; (xiv) any management or similar agreement to provide management and administrative services to a professional corporation as such arrangement may be required for such Company’s operations in compliance with New York or other state law; (xv) Company included as exhibits Government Contract involving amounts in excess of $500,000 in the past fiscal year; and (xvi) any Contract with any staffing company, temporary employee agency, professional employer organization or other similar company or agency that is not terminable by such Company on not more than thirty (30) days’ notice. (b) Each Material Contract is in full force and effect, constitutes the legal, valid and binding obligation of the respective Company and, to the Company's Annual Report on Form 10-K for ’s Knowledge the fiscal year ended September 30other parties thereto, 1997and is enforceable in accordance with their respective terms. Each Company and, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries Knowledge of the such Company, each of the following contracts other parties thereto, have performed in all material respects all obligations required to be performed by them under, and agreements are not in default in any material respect under, any of such Material Contracts. Each Company has not received any written claim during the last year from any other party to any such Material Contract that such Company has breached any obligations to be performed by it thereunder in any material respect. There exists no material default, or any event, including the execution and delivery of this Agreement and the Related Documents or the consummation of the transactions contemplated hereby and thereby, which upon the giving of notice or the passage of time, or both, would give rise to a claim of a material default in the performance by a Company or any other party of its Subsidiaries is their respective obligations under a party Material Contract. The Companies have furnished or by which any have caused to be furnished to the Buyer true and complete copies of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof:all Material Contracts. (ic) contracts and agreements for To the purchase Knowledge of inventories, goods or other materials by, or for the furnishing of services toeach Company, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and Companies are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or to any of its Subsidiaries legally binding oral agreement that (A) require payments to the Company or any of its Subsidiaries would otherwise be a Material Contract if such agreement was in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of the Company or any of its Subsidiaries;writing.

Contracts. (aSection 4(m) Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts contracts, agreements, Customer Contracts or Agreements and agreements other written arrangements to which the Company or any of its Subsidiaries Sigma6 is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofparty: (i) contracts and agreements any written agreement (or group of related written agreements) for the purchase lease of inventories, goods personal property from or other materials by, or to third parties providing for the furnishing of services to, the Company or any of its Subsidiaries that (A) require lease payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty15,000 per annum; (ii) contracts and agreements for the sale other than as referenced in paragraph (i) immediately preceding, any written agreement (or group of inventories, goods or other materials, or related written agreements) for the furnishing or receipt of services, by services which Sigma6 reasonably projects will involve more than the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess sum of $100,000 and (B) have a term 30,000 per annum or $50,000 over the life of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltysuch agreement; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have any written agreement concerning a term of one year partnership or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialjoint venture; (iv) contracts and agreements any written agreement (Aor group of related written agreements) governing the terms of indebtednessunder which it has created, incurred, assumed, or guarantees of indebtednessguaranteed (or may create, ofincur, assume, or secured by assets of, the Company guarantee) indebtedness (including lease obligations) involving more than $15,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries in excess of $100,000 principal amount in the aggregateassets, tangible or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentintangible; (v) shareholderany written arrangement requiring confidentiality or noncompetition other than agreements with customers, voting trust employees, licensors, vendors or similar contracts and agreements relating to subcontractors in the voting Ordinary Course of shares Business; (vi) any written arrangement with any of its directors, officers, or other equity or debt interests of the Company employees, or any of its Subsidiaries;Affiliates other than standard contracts for service as employees or subcontractors in the Ordinary Course of Business; and (vii) any other written arrangement (or group of related written arrangements) either involving more than $25,000 per annum or not entered into in the Ordinary Course of Business. Sigma6 has delivered to the Buyer a correct and complete copy of each written arrangement listed in Section 4(m) of the Disclosure Schedule (as amended to date). With respect to each written arrangement so listed: (A) the written arrangement is legal, valid, binding, enforceable against Sigma6 and, to Sigma6 and Seller's Knowledge, the other parties thereto and in full force and effect, subject to the Equitable Exceptions; (B) except as set forth in Section 4(m) of the Disclosure Schedule, the written arrangement will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms immediately following the Closing, subject to the Equitable Exceptions and if Newco performs thereunder and does not breach such agreement after the Closing Date, (C) Sigma6 is not, nor to the Knowledge of the Sellers and Sigma6 is any other party, in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or except in the Ordinary Course of Business permit termination, modification, or acceleration, under the written arrangement; and (D) Sigma6 has not, nor to the Knowledge of the Sellers and Sigma6 has any other party, repudiated any provision of the written arrangement. Sigma6 is not a party to any oral contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 4(m) of the Disclosure Schedule under the terms of this Section 4(m). No unfilled Customer Contract or Agreement obligating Sigma6 to perform services will result in a Material loss to Sigma6 upon completion of performance. Except as set forth in Section 4(m) of the Disclosure Schedule, Sigma6 has not been notified that any of its customers intends either to dispute charges under or to terminate early a Material Customer Contract or Agreement.

Contracts. (a) Other than the contracts or agreements of the The Company included as exhibits has made available to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries Parent a copy of the Company, each of the following contracts and or agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") date of this Agreement and pursuant to which the Company has been previously delivered to Purchasercontinuing material rights or obligations (collectively, in each case as such Identified Contract is in effect on the date hereof:“Company Material Contracts”): (i) contracts each loan program agreement that is material to the business of the Company and its Subsidiaries, taken as whole; (ii) each agreement or group of related agreements with the same party for the purchase of inventories, goods products or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries with a contractually committed undelivered balance in any calendar year in excess of $25,000 and (B) have a term of one year or more and are not 250,000, other than any such agreement that is terminable by the Company or such Subsidiary party thereto, as the case may be, on notice of six months 90 days or less without penaltywith an aggregate liability to the Company and its Subsidiaries of less than $50,000; (iiiii) contracts and each agreement or group of related agreements with the same party for the sale of inventories, goods products or other materials, or for the furnishing of services, services by the Company or any of its Subsidiaries with a contractually committed undelivered balance in any calendar year in excess of $250,000, other than any such agreement that is terminable by the Company or such Subsidiary on notice of 90 days or less with an aggregate liability to the Company and its Subsidiaries of less than $50,000; (Aiv) require payments each agreement for the sale of any capital assets with a sale price in excess of $250,000; (v) each agreement for capital expenditures with a remaining unpaid balance in excess of $250,000; (vi) each agreement providing for any surety bond or letter of credit in excess of $200,000 required to be maintained by the Company or any of its Subsidiaries; (vii) each agreement that places any material restriction, including any material exclusivity, non-competition, non-solicitation, no-hire, right of first offer, right of first refusal, or “most favored nation” provision, on the Company or any of its Subsidiaries from freely engaging anywhere in excess of $100,000 and (B) have a term of one year or more and are not terminable the world in any business that is currently conducted by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess Subsidiaries; (viii) each agreement providing for the establishment or operation of $100,000 principal amount in the aggregate, a partnership or joint venture with any third party; (Bix) governing the terms of "synthetic" or capital leases each license pursuant to which the Company or any of its Subsidiaries has financial obligations (A) grants to any third party either the exclusive right to use any Company Intellectual Property or any right to use any source code included in excess of $100,000the Company Intellectual Property, or (CB) providing for all obligations of is granted by any third party the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or right to use any other derivative instrumentmaterial Intellectual Property; (vx) shareholdereach agreement entered into since January 1, voting trust 2014 providing for the purchase or similar contracts and agreements relating to the voting of shares or other equity or debt interests of sale by the Company or any of its Subsidiaries of a business or division of any other Person that is material to the Company and its Subsidiaries;, taken as a whole; and (xi) each “material contract” as described in Item 601(b)(10) of the SEC’s Regulation S-K. (b) Each Company Material Contract is in full force and effect except to the extent it has previously expired in accordance with its terms or where the failure to be in full force and effect, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect and is enforceable against the Company or any of its Subsidiaries (as the case may be) and, to the Company’s Knowledge, each other party thereto, in each case subject to the Bankruptcy and Equity Exceptions. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Material Contract is in material violation of or in material default under (nor does there exist any condition which, upon the passage of time or the giving of notice or both, would cause such a violation of or default under) any Company Material Contract. (c) Neither the Company nor any of its Subsidiaries has entered into any transaction that would be subject to disclosure pursuant to Item 404 of Regulation S-K that has not been disclosed in the Company SEC Reports.

Contracts. (a) Other than the contracts or agreements Section 4.14 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 Disclosure Schedule sets forth a complete and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each accurate list of the following contracts and agreements Contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaserdate hereof (each, in each case as such Identified Contract is in effect on a “Material Contract” and collectively the date hereof:“Material Contracts”): (i) contracts and agreements for the any Contract (including purchase orders) that involves performance of inventories, services or delivery of goods or other materials by, by or for the furnishing of services to, to the Company or any of its Subsidiaries of an amount or value in excess of $25,000 individually or $75,000 in the aggregate with the same counterparty; (ii) any Contract relating to capital expenditures and involving future payments in excess of $10,000 individually or $25,000 in the aggregate; (iii) any Contract that expires more than one year after the date of this Agreement (Aincluding any Contract that renews automatically unless a party to such Contract gives notice of non-renewal), except for non-disclosure agreements entered into in the ordinary course of business, employment agreements entered into on the Company’s standard form of employee agreement, licenses for Shrink-Wrapped Code and licenses of Open Source; (iv) require payments any Contract with support obligations that cannot be terminated with ninety (90) days’ notice without penalty; (v) any Contract providing for indemnification by the Company or any of its Subsidiaries of any Person, other than Contracts entered in excess the ordinary course of $25,000 business the purpose of which is not indemnification and (B) have a term where such indemnification is ancillary to the primary purpose of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltysuch Contracts; (iivi) contracts and agreements for the sale of inventoriesany dealer, goods or other materialsdistributor, reseller, sales representative, affiliate, joint marketing, strategic alliance, or similar Contract; (vii) (A) any Contract (other than those required to be disclosed pursuant to Section 4.14(a)(xix) hereof) with any current shareholder, officer or director of the Company, or any “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act) (any of the foregoing, a “Related Party”), including any Contract providing for the furnishing of servicesservices by, by rental of real or personal property from, or otherwise requiring payments to or from any Related Party, or (B) any other Affiliate Agreement; (viii) any Contract limiting the ability of the Company or any of its Subsidiaries that (A) require payments to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Intellectual Property, or any Contract granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar rights and/or terms to any Person, or any Contract otherwise materially limiting the right of the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year to sell, distribute or more and are not terminable by the Company manufacture any products or Subsidiary party theretoservices or to purchase or otherwise obtain any Intellectual Property, as the case may besoftware, on notice of six months components, parts, subassemblies or less without penaltyservices; (iiiix) manufacturer's representativeall IP Contracts, sales agency and distribution contracts and agreements that (Aexcluding licenses for only Shrink-Wrapped Code, licenses of Open Source set forth in Section 4.12(r) have a term of one year the Disclosure Schedule, non-disclosure Contracts entered into the ordinary course of business consistent with past practice, Contracts for the sale, license, support or more and are not terminable by service of Company Products in the Company ordinary course of business consistent with past practice pursuant to the Company’s or Subsidiary party theretoits Subsidiaries’ standard customer Contract, as the case may be, on notice form of six months or less without penalty, or (B) are otherwise materialwhich has been made available to Buyer; (ivx) contracts all licenses, sublicenses and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases other Contracts pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations agreed to any restriction on the right of the Company and or any of its Subsidiaries to use or enforce any Company Intellectual Property or pursuant to which the Company or any of its Subsidiaries agrees to encumber, transfer or sell rights in or with respect to any Intellectual Property that are, or were, Company Intellectual Property; (xi) any Contract providing for the development of interest rate swap any Intellectual Property, independently or similar agreementsjointly, commodity swaps by or options for the Company or similar agreements any of its Subsidiaries, except for any Contract between the Company or foreign currency hedgeany of its Subsidiaries and any of their respective Employees and Contractors; (xii) any trust, exchange or similar agreements loan agreement, indenture, note, bond, debenture or any other derivative instrumentdocument or Contract evidencing Indebtedness to any Person, any capitalized lease obligation, or any commitment to provide any of the foregoing, or any agreement of guaranty, or other similar commitment with respect to the obligations or Liabilities of any other Person; (vxiii) shareholderany Contract for the disposition of any material portion of the assets or business (whether by merger, voting trust sale of shares, sale of assets or similar contracts and agreements relating to the voting of shares or other equity or debt interests otherwise) of the Company or any of its Subsidiaries; (xiv) any Contract for the acquisition of the business or capital stock of another party (whether by merger, sale of stock, sale of assets or otherwise); (xv) any hedging, futures or other derivative Contract; (xvi) any Contract concerning a joint venture, joint development or other similar arrangement with one or more Persons; (xvii) any (A) Contract, including any stock option plan, stock appreciation rights plan, stock purchase plan or phantom stock plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated or may be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, and (B) Share Restriction Agreement; (xviii) any Contract creating any obligation with respect to the payment of any severance, retention, bonus, success, change of control or other similar payment to any Person the payment or acceleration of which is triggered by the Company entering into this Agreement, or the consummation of any of the transactions contemplated hereby or any subsequent transactions or events; (xix) any Contract for the employment or engagement of any director, officer, employee or consultant of the Company or any of its Subsidiaries or any other type of Contract with any officer, employee, director or consultant of the Company or any of its Subsidiaries that is not immediately terminable by the Company or such Company’s Subsidiary without cost or Liability, including any Contract requiring it to make a payment to any director, officer, employee or consultant on account of the Acquisition (other than as expressly contemplated by this Agreement and other than Company Options award agreements); (xx) any Contract with any labor union or any collective bargaining agreement or similar contract with the Company’s or its Subsidiaries’ employees; (xxi) any settlement agreement with respect to any Action; (xxii) any Contract with any investment banker, broker, advisor or similar party, or any accountant, legal counsel or other Person retained by the Company or any of its Subsidiaries, in connection with this Agreement and the transactions contemplated hereby; (xxiii) any lease of personal property or other Contract materially affecting the ownership of, leasing of, or other interest in, any personal property; (xxiv) any Real Property Lease; (xxv) any Contract that as a result of the execution of this Agreement by the Company would require the Company or any of its Subsidiaries to provide notice to another Person or take any other action not otherwise required under the terms of such Contract, or would give rise to any additional rights or obligations under such Contract; or (xxvi) any other Contract that involves $10,000 individually or $25,000 in the aggregate or more and is not cancellable without penalty within thirty (30) days. (b) True, complete and correct copies of each Material Contract (including all amendments thereto) have been made available to Buyer. Each Material Contract is a valid and binding agreement of the Company or one of its Subsidiaries and, to the Knowledge of the Company, each other party thereto, enforceable against the Company or one of its Subsidiaries, and, to the Knowledge of the Company, each other party thereto, in accordance with its terms, and is in full force and effect with respect to the Company and its Subsidiaries, as applicable, and, to the Knowledge of the Company, each other party thereto, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company and each of its Subsidiaries is in material compliance with and has not materially breached, violated or defaulted under, or received written notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any Material Contract, nor, to the Knowledge of the Company, is any other party to any Material Contract in material breach, violation or default thereunder. (c) The Company and each of its Subsidiaries has performed all material obligations required to have been performed by the Company or its Subsidiaries pursuant to each Material Contract. (d) All outstanding indebtedness for borrowed money of the Company or its Subsidiaries may be prepaid without penalty, premium or other costs of any kind beyond principal and accrued interest.

Contracts. (a) Other than Except for this Agreement, the contracts Asset Exchange Agreement and the Omnibus Termination Agreement, the other agreements executed contemporaneously herewith or agreements therewith and Contracts listed on Section 3.15(a) of the Company included Disclosure Letter, and except as exhibits filed with the SEC, as of the date hereof, neither the Company nor any of the Company Subsidiaries is a party to or is bound by any Contract that: (i) is filed or required to be filed by the Company's Annual Report on Form 10Company as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K for under the fiscal year ended September 30Securities Act); (ii) relates to any partnership, 1997joint venture, co-investment, limited liability, strategic alliance or similar agreement involving the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, Company or any periodic filing made pursuant to the Exchange Act Company Subsidiary (the "MATERIAL CONTRACTS"), and contracts other than any such agreement solely between or agreements between among the Company and its wholly owned Subsidiaries Subsidiaries); (iii) contains any non-compete, exclusivity, “most favored nations” or between wholly owned Subsidiaries other similar provision that limits or purports to limit, in any material respect, either the type of the Company, each of the following contracts and agreements to business in which the Company or any Company Subsidiary (or, after giving effect to the Mergers, Parent or its Subsidiaries) may engage, the terms or conditions the Company or any Company Subsidiary (or, after giving effect to the Mergers, Parent or its Subsidiaries) can offer to any other Person, or the geographic area in which the Company or any Company Subsidiary (or, after giving effect to the Mergers, Parent or its Subsidiaries) may so engage; (iv) involves any pending or future acquisition or disposition of its Subsidiaries is a party (A) real property or by which real property interest or (B) except as in the ordinary course of business consistent with past practice, any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchasermaterial personal property, in each case as such Identified Contract is case, with a fair market value in effect on the date hereof:excess of $1,000,000; (iv) contracts and agreements for the purchase of inventoriesinvolves any pending or contemplated merger, goods consolidation or other materials by, or for the furnishing of services to, similar business combination transaction with the Company or any of the Company Subsidiaries; (vi) by its Subsidiaries that terms obligates the Company or any Company Subsidiary to make expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) or entitled to payments (A) require payments in excess of $1,000,000, in any 12-month period or (B) in excess of $2,000,000 in the aggregate over the term of such Contract; (vii) relates to the settlement or proposed settlement of any dispute or Action in which the amount to be paid in settlement involves (A) the issuance of any securities by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialthe payment of any cash or other consideration having a value, in each case, of more than $1,000,000; (ivviii) contracts and agreements (A) governing the terms of indebtedness, contains a standstill or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases similar Contract pursuant to which the Company or any Company Subsidiary has agreed not to acquire assets or securities of its Subsidiaries has financial obligations any other Person; (ix) is of the type that is or would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (x) involves the lease by the Company or any Company Subsidiary (as lessors) of any Retained Assets; (xi) was entered into with any Company Subsidiary or any other Person in which the Company holds, directly or indirectly, any ownership interest which relates to the rights of the Company with respect to voting, rights of first offer, rights of first refusal or other similar rights regarding equity interests in such Person; (xii) evidences a capitalized lease obligation in excess of $100,0005,000,000, or (C) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage, suretyship, “keep well” or other agreement providing for all obligations or guaranteeing indebtedness of any Person in excess of $5,000,000 (other than surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business consistent with past practice in each case to the extent not drawn upon), except for any Contract solely among or between the Company and any Company Subsidiary; (xiii) contains restrictions on the ability of the Company, the Partnership or any Company Subsidiary to pay dividends or other distributions (other than pursuant to the Company Charter, Company Bylaws, the Partnership Agreement or any Existing Loan Document); (xiv) purports to bind Affiliates of the Company and its Subsidiaries (other than any Company Subsidiary) in respect any material respect, excluding any Contracts where such Affiliates of the Company are also parties to such Contracts; (xv) contains a put, call or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $1,000,000, or constitutes an interest rate cap, interest rate collar, interest rate swap or similar agreementsother Contract relating to a hedging transaction. Each such Contract described in clauses (i) through (xv) above is referred to herein as a “Material Contract.” (b) Each Material Contract is valid and binding on the Company or the Company Subsidiary party thereto and, commodity swaps or options or similar agreements or foreign currency hedgeto the knowledge of the Company, exchange or similar agreements or any other derivative instrument; (v) shareholderparty thereto, voting trust and is in full force and effect, except for such failures to be valid and binding or similar contracts to be in full force and agreements relating effect that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, the Company, or the Company Subsidiary party thereto, has performed all obligations required to be performed under such Material Contracts prior to the voting date of shares this Agreement. Except as would not, individually or other equity or debt interests of in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no default under any Material Contract by the Company or any Company Subsidiary party thereto or, to the knowledge of its Subsidiaries;the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any Company Subsidiary party thereto or, to the knowledge of the Company, by any other party thereto. Neither the Company nor any Company Subsidiary has given or received notice of any violation or default under any Material Contract, except for violations or defaults that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Company has made available to Parent prior to the date of this Agreement, accurate and complete copies of all written Material Contracts, including all amendments thereto as in effect as of the date of this Agreement. (d) Neither the Company nor any of the Company Subsidiaries is a party to or bound by any material Government Contracts.

Contracts. (a) Other than As of the contracts or agreements Agreement Date, none of the Company included or any Company Subsidiary is a party to any Contract required to be filed by the Company as exhibits a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (a “Filed Company Contract”) that has not been so filed. (b) Section 3.17(b) of the Company Disclosure Letter sets forth, as of the Agreement Date, a true and complete list of the following Contracts of the Company or any Company Subsidiary, and (other than any Filed Company Contract that has been filed with the SEC in unredacted form prior to the Company's Annual Report on Form 10Agreement Date) the Company has Made Available true and complete copies of each such Contract: (i) any Contract under which the Company or any of the Company Subsidiaries is contractually obligated to make payments in excess of $5,000,000 over the remaining term of such Contract or after the Agreement Date; (ii) any material In-K for the fiscal year ended September 30bound License or Out-bound License; (iii) all research and development Contracts, 1997Clinical Trial agreements, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31clinical research agreements, 1997manufacture or supply agreements, March 31, 1998 and June 30, 1998distribution agreements, or any periodic filing made pursuant similar Contracts, in each case (x) relating to the Exchange Act a Product Candidate and (the "MATERIAL CONTRACTS"), and contracts or agreements between y) that is material to the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Companytaken as a whole; (iv) all leases, each of the following contracts subleases, sub-subleases and agreements licenses to which the Company or any of its Subsidiaries Company Subsidiary is a party with respect to real property (“Real Estate Leases”); (v) all leases of personal property involving annual payments in excess of $1,500,000; (vi) any Contract pursuant to which the Company or any Company Subsidiary has continuing obligations or interests involving (1) the achievement of regulatory or commercial milestones or other similar contingent payments in excess of $3,000,000 or (2) payment of royalties or other amounts calculated based upon any revenues or income of the Company or a Company Subsidiary that cannot be terminated by the Company or a Company Subsidiary without penalty or further payment without more than three (3) months’ notice; (vii) any Contract relating to the disposition of any material business or material assets pursuant to which the Company or any Company Subsidiary has continuing obligations, other than the sale of products or services in the ordinary course of business (whether by merger, sale of stock, sale of assets or otherwise) by the Company or any of the Company Subsidiaries; (viii) any Contract relating to the acquisition of any material business or material assets (whether by merger, sale of stock, sale of assets or otherwise), other than purchases of supplies, inventory and equipment in the ordinary course of business, that (A) the Company or any Company Subsidiary has entered into since December 27, 2019 or (B) contains any outstanding non-competition, earn-out or other contingent payment obligations or any other outstanding material obligation of the Company or any of the Company Subsidiaries; (ix) to the extent not contemplated by Section 3.17(b)(ii) or Section 3.17(b)(x) or any exceptions thereto or the exceptions to the definitions of In-Bound License or Out-Bound License, any Contract that imposes licensing, co-promotion or collaboration obligations with respect to a Product Candidate, which obligations are material to the Company and any Company Subsidiary, taken as a whole; (x) any Contract for a material joint venture, partnership, strategic alliance or similar agreement or arrangement (excluding licensing and collaboration agreements); (xi) any Contract that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act); (xii) any Contract pursuant to which any amount of Indebtedness of the Company or any of the Company Subsidiaries in excess of $10,000,000 is outstanding or may be incurred by its terms, other than any such agreement solely between or among the Company and the wholly owned Company Subsidiaries or between or among wholly owned Company Subsidiaries; (xiii) any Contract granting a Lien (other than a Permitted Lien) over the material property or assets of the Company or any of the Company Subsidiaries; (xiv) other than with Parent or any of its Affiliates, any shareholders’, investors rights’, registration rights or similar Contract that provides for voting obligations, registration rights, sale restrictions or transfer restrictions with respect to any equity securities or voting interests in the Company or a Company Subsidiary, providing any Person with any preemptive right, right of participation, information right or similar right with respect to any equity securities or voting interests in the Company or a Company Subsidiary, or providing the Company or a Company Subsidiary with any right of first refusal with respect to, or right to repurchase or redeem, any equity securities or voting interests in the Company or a Company Subsidiary, other than, with respect to any right to repurchase or redeem equity securities in the Company, in connection with any Company Share Award issued under the Company Share Plans; (xv) any material Contract to which the Company or any Company Subsidiary is a party, or by which any of them are bound, the ultimate contracting party of which is bound a Governmental Entity (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered including any subcontract with a prime contractor or other subcontractor who is a party to Purchaser, in each case as any such Identified Contract is in effect on the date hereof:Contract); (ixvi) contracts and agreements for any material Contract: (A) containing any provision or covenant that limits the purchase freedom of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of the Company Subsidiaries to: (x) sell any products or services of or to any other Person or in any geographic region; (y) engage in any line of business; or (z) compete with or to obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any Company Subsidiary other than Contracts containing customary provisions restricting solicitation or hiring of employees or contractors and agreements with recruiting agencies pursuant to which such agencies are granted the exclusive right to identify candidates for employment; (B) requiring the Company or a Company Subsidiary to deal exclusively with, or to purchase its Subsidiaries total requirements of any product or service from, a third party or that contains “take or pay” provisions or that provides rights of first refusal, first offer or similar preferential rights to any supplier, distributor or contractor; or (AC) require payments by containing a “most-favored-nation,” or best pricing or other similar term or provision; and (xvii) any material Contract between the Company or any of its the Company Subsidiaries, on the one hand, and, on the other hand, any (A) present executive officer or director of either the Company or any of the Company Subsidiaries in excess (other than customary indemnification agreements with the Company’s directors and officers that are substantially consistent with the form of $25,000 indemnification agreement with directors and officers filed as an exhibit to the Company SEC Documents prior to the Agreement Date); (B) have record or beneficial owner of more than five percent (5%) of the Company Common Shares outstanding as of the Agreement Date (other than Parent, SMP or any of their respective Affiliates) or (C) to the Knowledge of the Company, any Affiliate or “associate” or any member of the “immediately family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any such officer, director or beneficial owner (other than Parent, SMP or any of their respective Affiliates); provided that the following Contracts will not be required to be listed on Section 3.17(b) of the Company Disclosure Letter, will not be required to be Made Available to Parent pursuant to this Section 3.17(b), and will not be deemed a term of “Material Contract” for any purposes hereunder (whether or not a Filed Company Contract): (1) any Company Benefit Plan, (2) any Contract between the Company, on the one year hand, and one or more and are not terminable by wholly owned Company Subsidiaries, on the other hand, or between one or more wholly owned Company Subsidiaries or (3) any Contract between the Company or Subsidiary party theretoany Company Subsidiary, on the one hand, and SMP, Parent or any of their respective Affiliates, on the other hand (any such Contract in clauses (1), (2) or (3), an “Excluded Contract”). Each Contract described in this Section 3.17(b) and each Filed Company Contract, in each case, other than any Excluded Contract, is referred to herein as a “Material Contract.” (c) Except for matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, each Material Contract is (i) a valid, binding and legally enforceable obligation of the Company or one of the Company Subsidiaries, as the case may be, on notice and, to the Knowledge of six months the Company, of the other parties thereto, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or less without penalty; similar Laws affecting creditors’ rights generally and by general principles of equity, and (ii) contracts in full force and agreements for the sale of inventorieseffect, goods or other materialsexcept, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; clauses (iiii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (Bii), with respect to any Material Contract which expires by its terms (as in effect as of the Agreement Date) are otherwise material; (iv) contracts and agreements (A) governing or which is terminated in accordance with the terms thereof (other than as a result of indebtednessa breach) by any party thereto in the ordinary course of business. Except for matters which, individually or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant have not had and would not reasonably be expected to which the have a Company or any of its Subsidiaries has financial obligations in excess of $100,000Material Adverse Effect, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests none of the Company or any Company Subsidiary is (with or without notice or lapse of its Subsidiaries;time, or both) in breach of or default under any such Material Contract and no event has occurred that gives any third party to a Material Contract the right to accelerate the maturity or performance of any Material Contract or the right to cancel, terminate or materially modify any Material Contract. Except for matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, no other party to any such Material Contract is (with or without notice or lapse of time, or both) in breach thereof or default thereunder (and neither the Company nor any Company Subsidiary has waived or failed to enforce any material rights or material benefits under any Material Contract).

Contracts. (a) Other than the contracts or agreements Schedule 3.09(a) sets forth a correct and complete list of the following Contracts to which any of the Group Companies is a party or bound as of the date hereof, other than those that have terminated or have been fully performed in accordance with their terms or that have no material, continuing rights or obligations thereunder (each, as amended to date, a “Material Contract”): (i) each lease or agreement under which a Group Company included is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $250,000, which lease or agreement cannot be cancelled by such Group Company upon thirty (30) days or less notice without penalty to any Group Company; (ii) each Contract or group of related Contracts that involves future payments, performance or services or delivery of goods or materials to or by any of the Group Companies of any amount or value reasonably expected to exceed $250,000 in the 2018 fiscal year or the 2019 fiscal year, which Contract or group of related Contracts cannot be cancelled by the applicable Group Company upon thirty (30) days or less notice without penalty to any Group Company; (iii) each Contract requiring or providing for any capital expenditure by the Group Companies in excess of $250,000; (iv) each joint venture, partnership or strategic alliance with a third party; (v) each Contract that prohibits any Group Company from competing in any line of business, in any field of use or in any geographic area or that restricts any Group Company’s ability to solicit or hire any person as exhibits an employee; (vi) each Contract with any Affiliate or current or former director, officer, employee or equity holder of any Group Company (other than Contracts relating to any person’s employment with a Group Company, Company Employee Benefit Plans and Contracts solely among Group Companies); (vii) each Contract under which any Group Company has made advances or loans to another Person, other than with respect to employee advances for business expenses in the Ordinary Course of Business; (viii) each Contract relating to the Company's Annual Report on Form 10-K incurrence, assumption or guarantee of any Indebtedness; (ix) each Contract for the fiscal year ended September 30sale of products by any Group Company that (A) contains “most favored nation” pricing or similar pricing terms or any exclusive or preferential rights to provide, 1997sell or distribute any product of such Group Company to any Person or any other exclusive provisions running in favor or against any of the Group Companies or (B) contains any terms providing for a special or extended warranty; (x) each Contract relating to an acquisition, sale, merger or divestiture, by any Group Company, of all or substantially all of the equity interests or assets of any Person or business that contains any ongoing covenants or indemnification obligation by or for the benefit of a Group Company (an “M&A Contract”); (xi) each Contract with a Governmental Authority; (xii) each Contract with a physician owned distributorship; (xiii) each Contract with a Material Customer or Material Supplier (excluding standard confidentiality agreements and purchase orders); (xiv) each Contract with any labor union or collective bargaining association representing any employee of a Group Company, including any foreign equivalent thereof; and (xv) each Real Property Lease. (b) With respect to each Material Contract, and except as set forth in Schedule 3.09(b), (i) such Material Contract is the legal and valid obligation of the Group Company party thereto, and, to the Knowledge of the Company's Quarterly Reports on Form 10-Q for , of each other party thereto, enforceable against each of the fiscal quarters ended December 31Group Companies party thereto and, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries Knowledge of the Company, each of the following contracts and agreements other party thereto, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements relating to which the Company or any of its Subsidiaries is a party affecting creditors’ rights generally or by which any equitable principles (regardless of them whether enforcement is bound sought at law or in equity), (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS"ii) has been previously delivered to Purchaser, in each case as such Identified Material Contract is in effect on full force and effect, and the date hereof: (i) contracts Group Company party thereto has performed all material obligations required to have been performed by it under the Material Contracts and agreements for the purchase of inventories, goods or other materials byno Company is in breach of, or for default under, any Material Contract in any material respect, and to the furnishing Knowledge of services to, the Company no other party to any Material Contract is in breach or default thereunder in any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 material respect, and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have no Group Company has received or given a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on written notice of six months its intent to terminate, modify, amend or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing materially alter the terms and conditions of indebtednessany Material Contract or has received any written claim of default under any Material Contract. The Company has furnished or made available to Parent true and complete copies of all Material Contracts, or guarantees of indebtednessincluding any amendments, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares waivers or other equity or debt interests of the Company or any of its Subsidiaries;changes to such Material Contracts.

Contracts. (ass.4(o) Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts and other agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofparty: (i) contracts any agreement (or group of related agreements) as of June 30, 1997 for the lease of personal property which involves annual payments in excess of $10,000 and agreements which may not be terminated by the Company for any reason and without payment of any premium or penalty upon thirty (30) days' notice to or from any Person; (ii) any agreement (or group of related agreements) as of June 30, 1997 for the purchase or sale of inventoriesraw materials, goods commodities, supplies, products, or other materials bypersonal property, or for the furnishing or receipt of services toservices, the Company performance of which will extend over a period of more than one year and involves the payment or receipt of any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries amount in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty10,000; (iii) manufacturerany agreement concerning the Company's representative, sales agency and distribution contracts and agreements that (A) have investments or equity participation in a term of one year partnership or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialjoint venture; (iv) contracts and agreements any agreement (Aor group of related agreements) governing the terms as of indebtednessJune 30, 1997 under which it has created, incurred, assumed, or guarantees of indebtedness, ofguaranteed any indebtedness for borrowed money, or secured by assets of, any capitalized lease obligation which involves the Company or payment of any of its Subsidiaries amount in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument10,000; (v) shareholderany agreement concerning confidentiality, voting trust or similar contracts and agreements relating to the voting of shares noncompetition or other equity commitment limiting the ability of a party to compete in any line of business, with any person or debt interests in any geographic area, whether for the benefit of the Company or of a third party; (vi) any agreement as of June 30, 1997 with any of the Sellers and their Affiliates (other than the Company); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of the Company's current or former directors, officers, and employees; (viii) any collective bargaining agreement as of June 30, 1997; (ix) any agreement as of June 30, 1997 for the employment of any individual on a full-time, part-time, consulting, or other basis; (x) any agreement as of June 30, 1997 under which it has advanced or loaned any amount to any of its Subsidiariesdirectors, officers, and employees; (xi) any agreement under which the consequences of a default or termination could have a Material Adverse Effect; (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000 and may not be terminated by the Company for any reason and without penalty or premium upon thirty (30) days' notice; (xiii) a list of all of the Customer Contracts and the status thereof including specifically the combined job cost analysis in the form of Exhibit ss.4(o)(c) to ss.4(o) of the Disclosure Schedule (the "Contract Statement"); (xiv) a list of all of the Subcontracts and the status thereof including specifically the following information with respect to each such Subcontract: contract number, name and address of subcontractor, vendor or supplier, a description of work to be performed thereunder, original Subcontract price, value and description of all approved change orders, the value and description of all unapproved change order requests by any such subcontractor, vendor or supplier, subcontract ▇▇▇▇▇▇▇▇ to date by any such subcontractor, vendor or supplier, and payments made by the Company to such subcontractor, vendor or supplier to date (the "Subcontract Statement"); (xv) each other agreement, contract, or commitment (other than Customer Contracts not listed on ss.4(o)(xv) of the Disclosure Schedule) which contain terms providing for the termination, default, loss of rights or privileges, acceleration of payment, or any other change in the terms or conditions of such document upon the sale or exchange of a majority of the common stock of the Company or upon any change in control of the Company, except where any such termination, default, loss of rights or privileges, acceleration of payment or other change in terms or conditions would not have a Material Adverse Effect. The Sellers have delivered or provided to the Buyer (or its representatives) a correct and complete copy of each written agreement listed in ss.4(o) of the Disclosure Schedule (as amended to date) that was in existence as of June 30, 1997 and a written summary, contained in ss.4(o) of the Disclosure Schedule, setting forth the terms and conditions of each oral agreement referred to in ss.4(o) of the Disclosure Schedule and, for such contracts entered into after June 30, 1997, will make available a copy of each such agreement, or a written summary thereof in the case of oral agreements. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (except for breaches or modifications involving acts or conduct of the Company after the Closing Date); (C) the Company is not, and to Seller's knowledge, no other party thereto is, in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) the Company has not, and to Seller's Knowledge, no other party has, repudiated any provision of the agreement.

Contracts. (a) Other than Except for this Agreement and the contracts or agreements filed with the Company Reports, Section 5.15(a) of the Company included Disclosure Letter sets forth, as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Companydate of this Agreement, each of the following contracts and agreements contract (other than Company Real Property Leases) to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them it is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofbound: (i) contracts and agreements for which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S‑K promulgated by the purchase of inventoriesSEC); (ii) that (A) limits, goods restricts or other materials by, or for the furnishing of services to, prohibits the Company or any Company Subsidiary (or, after giving effect to the transactions contemplated by this Agreement, would limit, restrict or prohibit Parent or any of its Subsidiaries that Affiliates) from conducting any material business or doing material business with any Person in any geographical area, (B) grants “most favored nation” status to any Person other than Medicaid participation agreements, or (C) could require the disposition of any material assets or line of business of the Company or any Company Subsidiary (or, after the Effective Time, Parent or any of its subsidiaries), in the case of each of sub-clauses (A), (B) require payments and (C), except for any such contract that may be canceled without any material payment by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on upon notice of six months ninety (90) days or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltyless; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations Company Subsidiary may be required to pay in excess of Fifty Million Dollars ($100,00050,000,000) during calendar year 2015, (B) to the extent a contract was entered into in calendar year 2015, pursuant to which the Company or any Company Subsidiary may be required to pay in excess of Fifty Million Dollars ($50,000,000) during the first twelve (12) months of the term, and (C) providing for all obligations pursuant to which the Company or any Company Subsidiary is required to pay in excess of Fifty Million Dollars ($50,000,000) during any twelve (12) month period during the term of such contract, in the case of each of sub-clauses (A), (B) and (C), other than such contracts that may be canceled without any material payment by the Company or any Company Subsidiary upon notice of ninety (90) days or less; (iv) relating to indebtedness, in each case with respect to a principal amount in excess of Fifty Million Dollars ($50,000,000) other than any such contract solely between or among the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentthe Company Subsidiaries; (v) shareholder, voting trust or similar contracts which is with an executive officer and agreements contains a non-compete provision; (vi) relating to the voting creation, formation, operation, management or control of shares any partnerships, joint ventures or similar arrangements; (vii) is currently in effect and contains a put, call right of first refusal, right of first offer or other equity right pursuant to which the Company or debt interests any Company Subsidiary could be required to acquire, dispose of, purchase or sell, as applicable, substantially all of the capital stock, substantially all of the assets or material line of business of the Company or any current or former Company Subsidiary; (viii) that obliges the Company or any Company Subsidiary to make any earn-out payments or other contingent payments (but not indemnification payments) in connection with the acquisition or divestment of a business or Person by the Company or any Company Subsidiary, which have not been paid in full as of the date hereof; (ix) containing any standstill or similar agreement pursuant to which the Company or any Company Subsidiary has agreed not to acquire assets or securities of another Person where such commitment remains in effect as of the date hereof; (x) (x) obligates the Company or any Company Subsidiary to make a loan or capital contribution to, or investment in excess of Ten Million Dollars ($10,000,000) in any Person other than loans to any Company Subsidiary and advances to employees in the ordinary course of business consistent with past practice or (y) obligates the Company or any Company Subsidiary to provide a guarantee that would reasonably be expected to result in payments in excess of Ten Million Dollars ($10,000,000) other than guarantees by the Company or any Company Subsidiary of another Company Subsidiary’s obligations; (xi) which is with any Governmental Entity and contains any continuing obligations that are material to the Company or any Company Subsidiary; (xii) with any third-party service providers for the provision of billing and collection services to the Company or any Company Subsidiary that is material to the Company or any Company Subsidiary; (xiii) pursuant to which the Company or any Company Subsidiary received during calendar year 2014 or expects to receive during calendar year 2015 payments in excess of Fifty Million Dollars ($50,000,000); and (xiv) which commits the Company or any Company Subsidiary to enter into any of the foregoing. Each of the contracts of the type described in this Section 5.15 is referred to in this Agreement as a “Company Contract.” (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any Company Subsidiary is and, to the Knowledge of the Company, no other party is, in breach or violation of, or in default under, any Company Contract, (ii) no event has occurred which would result in a breach or violation of, or a default under, any Company Contract by the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), (iii) each Company Contract is valid, binding and enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles and (iv) each Company Contract is in full force and effect with respect to the Company or the Company Subsidiaries;, as applicable, and, to the Knowledge of the Company, with respect to the other parties thereto.

Contracts. (a) Other than the contracts or agreements Except as listed in Section 3.19(a) of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30Disclosure Letter, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between neither the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which the nor any Company or any of its Subsidiaries Subsidiary is a party to or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofby: (i) contracts and any agreement relating to Indebtedness (other than agreements for the purchase of inventories, goods among direct or other materials by, or for the furnishing of services to, the indirect wholly owned Company or any of its Subsidiaries that (ASubsidiaries) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty10,000; (ii) contracts and agreements for the sale of inventoriesany joint venture, goods partnership, limited liability company or other materialssimilar agreements or arrangements relating to the formation, creation, operation, management or for the furnishing control of services, by the Company any partnership or any of its Subsidiaries that (A) require payments joint venture material to the Company or any of its Subsidiaries; (iii) any agreement or series of related agreements, including any option agreement, relating to the acquisition or disposition of any business or material real property (whether by merger, sale of stock, sale of assets or otherwise); (iv) except as set forth under the caption “Related Party Revenue” in footnote 2 and in footnotes 6 and 7 to the financial statements contained in the Company’s Form 10-Q for the quarter ending September 30, 2007, except as set forth under the caption “Certain Relationships and Related Transactions” in the Company’s definitive proxy statement on Form 14A for the Company’s June 20, 2007 annual meeting of stockholders, and except for Warrants disclosed in Section 3.3(a) of the Company Disclosure Letter, any agreement entered into with (A) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of the Company or any Company Subsidiary, (B) any Person 5% or more of the outstanding voting securities of which are directly or indirectly owned, controlled or held with power to vote by the Company or any Company Subsidiary or (C) any current or former director or officer of the Company or any Company Subsidiary or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such director or officer; (v) any agreement (including any exclusivity agreement) that purports to limit or restrict in any material respect either the type of business in which the Company or the Company Subsidiaries (or, after the Effective Time, the Surviving Corporation or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business (including any covenant not to compete or not to solicit employees) or which could require the disposition of any material assets or line of business of the Company or the Company Subsidiaries or, after the Effective Time, the Surviving Corporation or its Subsidiaries; (vi) any sales, distribution, agency, commission-based or other similar agreement providing for the sale by the Company or any Company Subsidiary of materials, supplies, goods, services, equipment or other assets involving payments to or by the Company or any Company Subsidiary in excess of $100,000 and (B) have a term of one year in the aggregate or more and that are not terminable by otherwise material to the Company or Subsidiary party thereto, and the Company Subsidiaries taken as the case may be, on notice of six months or less without penaltya whole; (iiivii) manufacturer's representative, sales agency and distribution contracts other than agreements with content suppliers and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company received or any of its Subsidiaries has financial obligations in excess of $100,000made, or (C) providing for all obligations reasonably expects to receive or make, payment of the Company and its Subsidiaries less than $50,000 in respect of interest rate swap or similar agreementsany calendar year, commodity swaps or options or similar agreements or foreign currency hedgeany agreement with a term longer than one year that cannot be cancelled upon 60 days notice without any material penalty, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares premium or other equity liability or debt interests that provides for continuing indemnification obligations of the Company or any of its Subsidiaries; (viii) any agreement with any Governmental Entity; (ix) any agreement relating to any interest rate, currency or commodity derivatives or hedging transaction; (x) any agreement (including keepwell agreement) under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of the Company or any Company Subsidiary or (B) the Company or any Company Subsidiary has directly or indirectly guaranteed liabilities or obligations of any other Person (in each case other than endorsements for the purpose of collection in the ordinary course of business); (xi) any “take-or-pay” agreements or agreements with “most-favored nations” pricing or other terms; or (xii) any other agreement the termination or breach of which or the failure to obtain consent in respect of which is reasonably likely to result in a Company Material Adverse Effect. (b) The agreements, commitments, arrangements and plans listed or required to be listed in Section 3.19(a) of the Company Disclosure Letter, together with the Intellectual Property Licenses listed in Section 3.18(j), are referred to herein as the “Company Contracts”. Each Company Contract is a valid and binding agreement of the Company or a Company Subsidiary, as the case may be, and is in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors rights and by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), and none of the Company, any Company Subsidiary or, to the knowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of, or has provided any notice of any intention to terminate, any such Company Contract and, to the knowledge of the Company, no event or circumstance has occurred, or will occur by reason of this Agreement or the consummation of any of the Transactions contemplated hereby, that, with notice or lapse of time or both, would constitute any event of default thereunder or would result in a termination thereof. True, correct and complete copies of (i) each such Company Contract (including all modifications and amendments thereto and waivers thereunder) and (ii) all form contracts, agreements or instruments used in and material to the Business have been made available to Parent.

Contracts. (a) Other than the contracts or agreements Section 2.15 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts and agreements (written or oral) to which the Company or any of its Subsidiaries Subsidiary is a party or by which any of them is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofof this Agreement: (i) contracts and agreements any agreement (or group of related agreements) for the purchase lease of inventories, goods personal property from or other materials by, or to third parties providing for the furnishing of services to, the Company or any of its Subsidiaries that (A) require lease payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have 10,000 per annum or having a remaining term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltylonger than three months; (ii) contracts and agreements any agreement (or group of related agreements) for the purchase or sale of inventories, goods or other materials, products or for the furnishing or receipt of services, by the Company or any of its Subsidiaries that services (A) require payments to the Company or any which calls for performance over a period of its Subsidiaries in excess of $100,000 and more than one year, (B) have a term which involves more than the sum of one year $10,000, or more and are not terminable by (C) in which the Company has granted “most favored nation” pricing provisions or Subsidiary party thereto, as the case may be, on notice marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of six months goods or less without penaltyservices or has agreed to purchase goods or services exclusively from a certain party; (iii) manufacturer's any dealer, joint marketing or development contract or agreement, or any sales representative, sales agency and distribution contracts and agreements that (A) have a term of one year remarketer or more and are not terminable by the Company referrer or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialsimilar agreement; (iv) contracts and agreements (A) governing any agreement concerning the terms establishment or operation of indebtednessa partnership, joint venture or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentlimited liability company; (v) shareholderany agreement (or group of related agreements) under which it has created, voting trust incurred, assumed or similar contracts and guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $10,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (vi) any agreement for the disposition of any significant portion of the assets or business of the Company (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vii) any agreement concerning confidentiality (other than standard non-disclosure agreements relating to entered into in the voting Ordinary Course of shares Business); (viii) any employment or other equity consulting agreement; (ix) any agreement involving any current or debt interests former officer, director, manager or equityholder of the Company or an Affiliate thereof; (x) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xi) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xii) any agreement that could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of the Company, ▇▇▇▇.▇▇▇ or any of its Subsidiariessubsidiaries as currently conducted and as currently proposed to be conducted; (xiii) any agreement under which the Company is restricted from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the market or line of business; (xiv) any agreement which would entitle any third party to receive a license or any other right to intellectual property of ▇▇▇▇.▇▇▇ or any of ▇▇▇▇.▇▇▇’s Affiliates following the Closing; and (xv) any other agreement (or group of related agreements) either involving more than $100,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered to ▇▇▇▇.▇▇▇ a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.15 of the Company Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the Knowledge of the Company and the Equityholders, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the Knowledge of the Company and the Equityholders, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the Knowledge of the Company and the Equityholders, any other party under such agreement.

Contracts. (a) Other than the contracts or agreements Section 3.12(a) of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 Disclosure Schedule sets forth a complete and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries accurate list of the Company, each all of the following contracts and agreements Contracts to which the Company or any of its Subsidiaries Subsidiary is a party or by which any of them is bound a beneficiary (contracts and agreements of such Contracts the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof:“Material Contracts”): (i) contracts and agreements Contracts for the purchase or lease of inventoriesmaterials, goods supplies, goods, services, equipment or other materials by, assets and that involves or for the furnishing of services to, the Company or any of its Subsidiaries that could involve (A) require aggregate annual payments by the Company or any of its Subsidiaries Subsidiary in excess of $25,000 and 15,000 or (B) have a term of one year or more and are not terminable aggregate payments by the Company or any Subsidiary party in excess of $15,000, other than Benefit Plans or in relation thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements Contracts (A) for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any Subsidiary of its Subsidiaries materials, supplies, goods, services, or other assets, and that (A) require payments to the Company or any of its Subsidiaries involve a specified annual minimum dollar sales amount in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, 15,000 or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations Subsidiary received payments in excess of $100,00015,000 in the year ended December 31, 2010 or expects to receive payments in excess of $15,000 in the year ending December 31, 2011 or any year thereafter; (Ciii) providing for all obligations Contracts, the performance of which will extend over a period of six (6) months or more; (iv) Contracts requiring the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any Subsidiary to purchase its total requirements of any product or service from a third party or that contain “take or pay” or other derivative instrumentminimum purchase requirements provisions; (v) shareholderpartnership, voting trust joint venture or similar contracts and agreements relating Contracts; (vi) employment, severance, stay, bonus, termination, change in control, consulting or similar Contracts that cannot be terminated without liability to the voting of shares Company; (vii) profit sharing, securities option, securities purchase, stock appreciation, deferred compensation, severance or other plan or arrangement for the benefit of the Company’s or any Subsidiary’s current or former directors, officers and employees other than employee offer letters which are terminable at will without liability to the Company, employee invention assignment and confidentiality agreements on the Company’s standard form and option grant and exercise agreements on the Company’s standard form; (viii) Contracts placing a lien or other encumbrance on any of the Company’s or any Subsidiary’s assets; (ix) Contracts for capital expenditures in excess of $10,000; (x) Contracts containing covenants not to compete, exclusivity or other covenants restricting or purporting to restrict the right of the Company, any Subsidiary or any Company or Subsidiary affiliate to engage in any line of business, acquire any property, develop or distribute any product, provide any service (including geographic restrictions) or to compete with any person, or granting any exclusive distribution rights, in any market, field or territory; (xi) Collective bargaining agreements or union contracts or any other Contract, memorandum of understanding, or similar understanding or Contract with a union or other representative of employees; (xii) Contracts with any equity holder of the Company or debt interests of any Subsidiary, or any Affiliate or family member of any such person other than option grant and exercise agreements on the Company’s standard form; (xiii) Contracts between the Company or any Subsidiary on the one hand, and any Affiliate of the Company or any Subsidiary on the other; (xiv) broker, franchise, marketing, advertising, management, service, distributor, dealer, manufacturer’s representative, sales agency, consulting or other similar type of Contract; (xv) notes, debentures, bonds, equipment trusts, letters of credit, loans or other Contracts for or evidencing indebtedness for borrowed money or the lending of money; (xvi) Contracts (including keepwell agreements) under which (A) any person has directly or indirectly guaranteed indebtedness for borrowed money or Liabilities of the Company or any Subsidiary or (B) the Company or any Subsidiary has directly or indirectly guaranteed indebtedness for borrowed money or Liabilities of any person; (xvii) Contracts under which the Company or any Subsidiary has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any person; (xviii) Contracts providing for indemnification of any person with respect to Liabilities relating to infringement of third party intellectual property rights or with respect to any other matter; (xix) Contracts under which there is a continuing obligation to pay any “earn out” payment or deferred or contingent purchase price or any similar payment respecting the purchase of any business or assets; (xx) powers of attorney or similar instruments; or (xxi) Contracts that are otherwise material to the Company or any Subsidiary or were entered into outside the ordinary course of business and not previously disclosed pursuant to this Section 3.12. The Material Contracts, together with the Real Property Leases and Policies, are collectively referred to herein as the “Company Contracts”. The Company has delivered complete and accurate copies of each Company Contract (including all amendments, modifications, extensions and renewals thereof and related notices and agreements thereto) to the Parent. (b) Except as set forth on Section 3.12(a) of the Company Disclosure Schedule, (i) each Company Contract is in full force and effect and valid and enforceable in accordance with its Subsidiaries;terms, (ii) the Company and each Subsidiary that is a party thereto has complied with and is in compliance with, and to the knowledge of the Company, all other parties thereto have complied with and are in compliance with, the material provisions of each Company Contract, (iii) neither the Company nor any Subsidiary is, and to the knowledge of the Company, no other party thereto is, in material default in the performance, observance or fulfillment of any obligation, covenant, condition or other term contained in any Company Contract, and neither the Company nor any Subsidiary has given or received notice to or from any person relating to any such alleged or potential default that has not been cured, and (iv) to the knowledge of the Company, no event has occurred which with or without the giving of notice or lapse of time, or both, could violate, breach, conflict with or constitute a default, an event of default, or an event creating any material additional rights (including rights of amendment, impairment, modification, suspension, revocation, acceleration, termination, or cancellation), impose additional material obligations or result in a loss of any rights, or require a consent or the delivery of notice, under any Company Contract.

Contracts. Except: (i) with respect to contracts or agreements with the Purchaser or the Purchaser's Subsidiaries, or (ii) as set forth on Schedule 3.11 annexed hereto, to the knowledge of ▇▇▇▇▇ and Suozzi, the Company is not a party to or bound by any: (a) Other than contract or agreement involving amounts payable to the contracts Company during any 12-month period that will aggregate $100,000 or agreements more; (b) management, consultant or employment contract under which there are amounts payable by the Company during any 12-month period that will aggregate $75,000 or more; (c) contract obligating the Company to make severance or similar payments to any employee or officer of the Company included as exhibits upon termination of employment or to make payments to any officer or employee of the Company in excess of the officer's or employee's regular salary and reimbursement of ordinary business expenses; (d) contract or agreement with any distributor, dealer or sales representative that is not cancelable without liability to the Company's Annual Report Company on Form 10-K for the fiscal year ended September a maximum of thirty (30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 ) days notice and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between under which there are amounts payable by the Company and its wholly owned Subsidiaries during any 12-month period that will aggregate $100,000 or more; (e) contract or agreement of any nature whatsoever between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof: (i) contracts one hand, and agreements for the purchase of inventories, goods any past or other materials by, present director or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests officer of the Company or any of its SubsidiariesAffiliates, on the other hand; (f) contract or agreement relating to any loan, factoring or credit line; (g) lease of Real Property other than those described on Schedule 3.12 annexed hereto; (h) lease of Tangible Property under which the Company is a lessor or lessee involving payments by or to the Company in excess of $100,000 in any 12-month period; (i) purchase commitments, requirements or similar contracts (or series of related purchase commitments, requirements or similar contracts) involving amounts payable by the Company during any 12-month period that will aggregate $100,000 or more; (j) outstanding guaranty, subordination or other similar type of agreement, whether or not entered into in the ordinary course of business; (k) material contract concerning non-competition; (l) material contract concerning confidentiality, except in the ordinary course of business; (m) joint venture, partnership, cooperative arrangement or any other contract involving a sharing of profits; (n) material contract with any Governmental Authority (including any conciliation agreement, consent decree or letter of commitment); or (o) proposed arrangement or contract which the Company reasonably believes to be near consummation and of a type that if entered into would be a contract described in subsections (a) through (n) above. Accurate and complete copies of each such documents have been delivered by the Company and/or ▇▇▇▇▇ or ▇▇▇▇▇▇ to the Purchaser or made available to the Purchaser at the Company's offices. To the knowledge of ▇▇▇▇▇ and Suozzi, each material contract to which the Company is a party is in full force and effect and is enforceable by the Company in accordance with its terms against all other parties thereto, subject as to enforceability to bankruptcy, insolvency and similar laws affecting creditors' rights generally. To the knowledge of ▇▇▇▇▇ and ▇▇▇▇▇▇, the Company has not received any notice of a default under any such contract listed on Schedule 3.11 or Schedule 3.12 annexed hereto and, to the knowledge of ▇▇▇▇▇ and Suozzi, no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such contract listed on Schedule 3.11 annexed hereto.

Contracts. (a) Other Section 2.14 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $10,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the contracts or agreements sum of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998$10,000, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to C) in which the Company or any Subsidiary has granted manufacturing rights, "most favored nation" pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof: (i) contracts and agreements for the purchase of inventories, goods or other materials by, services or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, has agreed to purchase goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have services exclusively from a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltycertain party; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have any agreement establishing a term of one year partnership or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltyjoint venture, or (B) are otherwise materialany business arrangement for the distribution or development of products; (iv) contracts and agreements any agreement (Aor group of related agreements) governing the terms of indebtednessunder which it has created, incurred, assumed or guarantees of indebtednessguaranteed (or may create, ofincur, assume or secured by assets of, the Company guarantee) indebtedness (including capitalized lease obligations) involving more than $10,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries in excess of $100,000 principal amount in the aggregateassets, tangible or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentintangible; (v) shareholderany agreement concerning confidentiality or noncompetition, voting trust or similar contracts excluding the Company's standard form of Nondisclosure and agreements relating Noncompete Agreement entered into with each employee and consultant of the Company and provided to the voting Buyer pursuant to Section 2.19 hereof; (vi) any employment or consulting agreement, excluding the Company's standard form of shares Nondisclosure and Noncompete Agreement entered into with each employee and consultant of the Company and provided to the Buyer pursuant to Section 2.19 hereof; (vii) any agreement involving any officer, director or other equity or debt interests stockholder of the Company or any affiliate (an "Affiliate"), as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $10,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered to the Buyer a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.14 of the Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding, in full force and effect and enforceable by the Company in accordance with its Subsidiaries;terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and rules of law governing injunctive relief and other equitable remedies; (ii) subject to the giving of notices and receipt of consents set forth in Section 2.4 of the Disclosure Schedule, the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing (unless the agreement would, by its express terms, expire prior to the Closing) and the consummation of the transactions contemplated hereby will not cause a default under or result in the acceleration of the obligations under the agreement; and (iii) the Company is not, nor, to the knowledge of the Company, is any other party, in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, subject to any conflicts, breaches, violations or defaults which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect.

Contracts. (a) Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, Schedule 3.13(a) identifies each of the following contracts and agreements Contracts used in connection with the Pipelogic Business to which the Company or any of its Subsidiaries Pipelogic is a party or by which any of them it or its properties is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchasereach such identified Contract, in each case as such Identified Contract is in effect on the date hereof:a “Material Contract”): (i) contracts and agreements any Contract that provides for the purchase payment or potential payment by Pipelogic of inventories, goods more than $50,000 in any consecutive 12-month period or more than $50,000 over the remaining life of such Contract other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries than a Contract that (A) require payments is terminable by any party thereto giving notice of termination to the Company or any other party thereto not more than sixty (60) days in advance of its Subsidiaries in excess of $25,000 the proposed termination date and (B) have a term of one year even if so terminable, contains no post-termination obligations, termination penalties, buy-back obligations or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltysimilar obligations; (ii) contracts and agreements for any Contract that constitutes a purchase order or other Contract relating to the sale sale, purchase, lease or provision by Pipelogic of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries services in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty50,000 in any 12-month period; (iii) manufacturer's representative, sales agency and distribution contracts and agreements any Contract that grants any Person the exclusive right to sell products or provide services within any geographical region other than a Contract that (A) have a term of one year or more and are not is terminable by the Company or Subsidiary any party thereto, as the case may be, on thereto giving notice of six months or less without penalty, or termination to the other party thereto not more than sixty (60) days in advance of the proposed termination date and (B) are otherwise materialeven if so terminable, contains no post-termination obligations, termination penalties, buy-back obligations or similar obligations; (iv) contracts and agreements (A) governing any Contract that purports to limit the terms freedom of indebtedness, Pipelogic to compete in any line of business or guarantees of indebtedness, of, with any Person or secured by assets of, the Company or to conduct business in any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentgeographic location; (v) shareholder, voting trust or similar contracts and agreements any Contract relating to the voting acquisition or disposition by Pipelogic of shares the equity or assets of any company or any operating business or Interest of another Person (by asset sale, stock sale, merger or otherwise); (vi) any Contract relating to the payment of any Tax or the filing of Tax Returns; (vii) any Contract that is for the sale of goods or services and has not been substantially completed by Pipelogic as of the date of this Agreement and which (A) was entered into by Pipelogic on terms known at the time the Contract was entered into not to be commercially reasonable or (B) was entered into with the expectation that Pipelogic would incur a loss; (viii) any Contract that was entered into outside of the Ordinary Course of Business of Pipelogic since December 31, 2017; (ix) any Contract constituting a partnership, joint venture or other equity similar Contract; (x) any Contract relating to indebtedness for borrowed money, any Contract creating a capital lease obligation, any Contract for the sale or factoring of accounts receivable, any Contract constituting a guarantee of debt interests of any other Person or any Contract requiring Pipelogic to maintain the financial position of any other Person; (xi) any Contract under which Pipelogic has made advances or loans to any other Person; (xii) any outstanding agreements of guaranty, surety or indemnification (other than master services agreements entered into in the Ordinary Course of Business of Pipelogic), direct or indirect, by Pipelogic, in each case where the annual obligations under such agreement are more than $10,000; (xiii) any Contract pursuant to which (A) Intellectual Property Rights that are material to the Pipelogic Business or involving consideration in excess of $5,000 is licensed to Pipelogic (other than license agreement for unmodified “off-the-shelf” software on generally standard terms and conditions involving total consideration of less than $10,000) or (B) Pipelogic has granted a right with respect to Intellectual Property Rights that are material to the Pipelogic Business or involving consideration in excess of $5,000; (xiv) any Contract that provides for (A) the purchase or sale of real property or (B) the lease (including any master lease covering multiple items of personal property) of any item or items of personal property with a rental expense under such lease (whether for a single item or multiple items); (xv) any Contract providing for the deferred payment of any purchase price including any “earn out” or other contingent fee arrangement; (xvi) any Contract creating a Lien on any of the Company Pipelogic Assets that will not be discharged at or prior to the Closing; (xvii) any Contract between Pipelogic, on the one hand, and any Affiliate of Pipelogic, on the other hand (including any Contract providing for (A) compensation, the acceleration of benefits or the loss of any rights in connection with the consummation of the transactions contemplated by this Agreement or (B) the indemnification of such Affiliate by Pipelogic); (xviii) any Contract with any Seller or any current or former officer, director, member, manager, partner, equityholder, consultant or employee of Pipelogic or any of the foregoing; (xix) any Contract providing for the employment or engagement of any Person on a full time, part time, consulting or other basis; (xx) any Contract with any labor union or association or other Person representing or seeking to represent any employee of Pipelogic or any other individual who provides services to Pipelogic; (xxi) any Contract between Pipelogic and any Governmental Authority; (xxii) any Contract involving interest rate swaps, cap or collar agreements, commodity or financial future or option contracts or similar derivative or hedging Contracts; (xxiii) any Contract granting to any Person a right of first refusal, first offer or other right to purchase any of the Pipelogic Assets; (xxiv) any Contract requiring Pipelogic to make a payment as a result of the consummation of the transactions contemplated hereby; (xxv) any Contract containing a “most favored nation” clause or similar provision; and (xxvi) any Contract with any professional employer organization, personnel staffing organization, employee leasing organization or other entity that provides personnel services or other employment related or employee benefit related services to Pipelogic. (b) True and complete copies (including all amendments) of each Material Contract have been furnished to Buyer. Each Material Contract is the legal, valid and binding obligation of Pipelogic, and, to the Knowledge of Sellers, any other Person party thereto, binding and enforceable against Pipelogic and, to the Knowledge of Sellers, any other Person party thereto, in accordance with its Subsidiaries;terms subject to Creditors’ Rights. No Material Contract has been terminated, and neither Pipelogic nor, to the Knowledge of Sellers, any other Person is in material breach or default thereunder, and to the Knowledge of Sellers no event has occurred that with notice or lapse of time, or both, would constitute a material breach or default, or permit termination, modification in any manner adverse to Pipelogic or acceleration thereunder. No party has asserted or has (except by operation of Legal Requirements) any right to offset, discount or otherwise ▇▇▇▇▇ any amount owing under any Material Contract except as expressly set forth in such Material Contract. There are no Material Waivers regarding any Material Contract that have not been disclosed in writing to Buyer.

Contracts. (a) Other than the contracts or agreements Schedule 3.5(a) contains a true and complete list (organized by subclause) of the Company included as exhibits all Contracts related to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements Business to which the Company or any of its Subsidiaries Seller is a party party, or by which any of them is bound its property or assets are bound, that fall into one (contracts and agreements 1) or more of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on following categories (the date hereof:“Business Contracts”): (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments all Contracts involving aggregate payment by the Company or any of its Subsidiaries Seller in excess of $25,000 and following the Closing Date or requiring unsatisfied performance by any party more than six (B6) have a term of one year months from the Closing Date, which, in each case, cannot be cancelled without penalty or without more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltythan thirty (30) days’ notice; (ii) contracts and agreements for all Contracts between or among the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may beSeller, on notice the one hand, and any stockholders, officers, directors, members, managers or Affiliate of six months or less without penaltySeller, on the other hand; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year all Contracts providing product or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialservice warranties to third parties; (iv) contracts and agreements (A) governing the terms of indebtedness, all Contracts that require Seller to purchase or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations sell a material stated portion of the Company and its Subsidiaries in respect requirements or outputs of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentthe Business; (v) shareholderall Contracts the primary purpose of which is to indemnify any Person or the assumption of any Tax or other Liability of any Person; (vi) all Contracts (excluding, voting trust for the avoidance of doubt, any Permit) with any Governmental Authority including any county or local recording office; (vii) all Contracts that limit or purport to limit the ability of Seller to compete in any line of business or with any Person or in any geographic area or during any period of time; (viii) all joint venture, partnerships or similar contracts and agreements Contracts; (ix) all powers of attorney related to the Purchased Assets; (x) all Intellectual Property Agreements; (xi) all Contracts governing the Excluded Intellectual Property (the “Excluded Intellectual Property Agreements”); (xii) except for Contracts relating to trade receivables and the voting Loan Agreement, all Contracts relating to Encumbrances against the Purchased Assets; and (xiii) all other Contracts related to the Purchased Assets. Seller has furnished accurate and complete copies of shares or other equity or debt interests all of the Company Business Contracts to Buyer. (b) The Business Contracts include each of the Assigned Contracts. Each of the Business Contracts that is a Purchased Asset is a valid and binding obligation of Seller and, to Seller’s Knowledge, the other parties thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, and insolvency laws, and to the exercise of judicial discretion in accordance with general principles of equity. Except as set forth on Schedule 3.5(b), there have not been any material defaults by Seller or, to the Knowledge of Seller, material defaults or any claims of its Subsidiaries;material default or claims of material non-enforceability by the other party or parties under or with respect to any of the Business Contracts that is a Purchased Asset, and to the Knowledge of Seller, there are no facts or conditions that have occurred or, as to assignability, except for the transaction contemplated by this Agreement, which, with the passage of time or the giving of notice, or both, would constitute a material default by Seller, or to the Knowledge of Seller, by the other party or parties, under any of the Business Contracts that is a Purchased Asset or would cause a creation or imposition of any Encumbrance upon any of the Purchased Assets or otherwise would materially and adversely affect the Purchased Assets.

Contracts. (a) Other than the contracts or agreements Section 2.14 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts and agreements (written or oral) to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case date of this Agreement (other than the Transaction Documentation (as such Identified Contract is in effect on the date hereof:hereinafter defined)): (i) contracts and agreements any agreement (or group of related agreements) for the purchase lease of inventories, goods personal property from or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that to third parties (A) require which provides for lease payments by the Company or any of its Subsidiaries in excess of $25,000 and 75,000 per annum or (B) have which has a remaining term of one year or more longer than 12 months and are is not terminable cancellable without penalty by the Company or Subsidiary party thereto, as the case may be, on notice of six months sixty (60) days or less without penaltyprior written notice; (ii) contracts and agreements any agreement (or group of related agreements) for the purchase or sale of inventories, goods or other materials, products or for the furnishing or receipt of servicesservices (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or any of its Subsidiaries that (A) require payments to less prior written notice and involves more than the Company or any of its Subsidiaries in excess sum of $100,000 and 75,000, or (B) have a term of one year or more and are not terminable by in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or Subsidiary party thereto, as the case may be, on notice exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of six months goods or less without penaltyservices or has agreed to purchase goods or services exclusively from a certain party; (iii) manufacturer's representativeany agreement which, sales agency and distribution contracts and agreements that (A) have to the knowledge of the Company, is a term of one year material joint venture or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materiallegal partnership; (iv) contracts and agreements any agreement (Aor group of related agreements) governing the terms of indebtednessunder which it has created, incurred, assumed or guarantees of indebtednessguaranteed (or may create, ofincur, assume or secured by assets of, the Company guarantee) indebtedness (including capitalized lease obligations) involving more than $75,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries in excess of $100,000 principal amount in the aggregateassets, tangible or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentintangible; (v) shareholderany agreement that purports to limit in any material respect the right of the Company to engage in any line of business, voting trust or similar contracts and to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements relating to the voting of shares terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or other equity or debt interests stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of its Subsidiarieswhich have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement which contains any provisions requiring the Company to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company other than outstanding stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent ; and (xi) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $75,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity; (ii) the agreement will continue to be legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will be in full force and effect immediately following the Effective Time in accordance with the terms thereof as in effect immediately prior to the Effective Time; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had a Company Material Adverse Effect.

Contracts. (a) Other than Except for the contracts or agreements of the Company included as exhibits Contracts disclosed on Schedule 3.06(a), with respect to the Company's Annual Report on Form 10-K for the fiscal year ended September 30Business, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which the Company or any of its Subsidiaries Seller is not a party to or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofby: (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by any agreement for the Company sale of advertising or any of its Subsidiaries in excess of $25,000 other purposes for cash ("ADVERTISING AGREEMENTS") and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, any agreement with any College other than any College set forth on notice of six months or less without penaltySchedule 2.12(a)(i); (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have agreement with a term of one year or more and are not terminable by than three (3) months from the Company or Subsidiary party thereto, as the case may be, on notice date of six months or less without penaltythis Agreement; (iii) manufacturer's representativeas of the date of this Agreement, sales agency and distribution contracts and agreements that any agreement involving payments or receipts over the remaining term of such agreement (other than Advertising Agreements) of (A) have a term of one year $15,000 or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, with respect to any single agreement or (B) are otherwise material$100,000 or more in the aggregate for all agreements not required to be disclosed under clause (a)(iii)(A) of this Section 3.06; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing agreement for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentProgram Rights; (v) shareholderany agreement involving the purchase, voting trust sale or lease of real property other than the St. Louis Lease and the leases for each of the Office Spaces; (vi) any lease, sublease or similar contracts and agreements agreement under which Seller is a lessor or sublessor of, or makes available for use to any third party, any portion of the Real Property or any premises otherwise occupied by Seller; (vii) any lease for personal property providing for annual rentals of $30,000 or more; (viii) any agreement for the purchase or license of, or provision by Seller of, materials, supplies, goods, equipment or other assets providing for payments by Seller of $15,000 or more; (ix) any agreement relating to the voting acquisition or disposition of shares any business (whether by merger, sale of stock, sale of assets or otherwise); (x) any partnership, joint venture or other equity similar agreement or debt interests arrangement; (xi) any agreement that is a Capital Lease Obligation; (xii) any agreement pursuant to which Seller has, directly or indirectly, made any loan, extension of credit or capital contribution to, or investment in, any third party; (xiii) any agreement relating to Indebtedness of Seller or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (xiv) any agreement for any mortgage, pledge or security agreement, deed of trust or other instrument granting a Lien (other than Permitted Liens) upon any asset or property of the Company Business; (xv) any agency, dealer, sales representative, marketing or other similar agreement; (xvi) any agreement that limits the freedom of Seller to compete in any line of business or with any Person or in any area or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Purchased Asset or that would so limit the freedom of Buyer or any of its SubsidiariesAffiliates upon or as a result of the consummation of the transactions contemplated by this Agreement; (xvii) any agreement for any guarantee or indemnification obligation that may bind Buyer or any of its Affiliates upon or as a result of the consummation of the transactions contemplated by this Agreement; (xviii) any agreement with or for the benefit of any Affiliate of Seller or any stockholder thereof; (xix) any agreement involving compensation to any employee or consultant; (xx) any agreement involving any labor agreement or collective bargaining agreement; or (xxi) any other agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to the Business. (b) Except as disclosed on Schedule 3.06(b), no material default (with the lapse of time or giving of a notice or both) on the part of Seller and, to the Knowledge of Seller, any other party thereto, exists under any of the Contracts identified on Schedule 3.06(a)(iii) and Seller has not received any notice of termination, cancellation, breach or default under any such Contract. (c) Except as disclosed on Schedule 3.06(c), each Contract included as a Purchased Asset is in full force and effect and constitutes the legal and binding obligation of, and is legally enforceable against, Seller in accordance with its terms and, to the Knowledge of Seller, is legally enforceable against the other parties thereto. Each Contract identified on Schedule 3.06(a)(iii) shall continue in full force and effect without penalty or other adverse consequence.

Contracts. (a) Other than the contracts or agreements of the Company included Except as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"listed Schedule 3.7(a), and contracts there are no licenses, contracts, agreements, commitments or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements undertakings to which the Company or any of its Subsidiaries Holdings is a party or by which any of them its assets or properties is bound bound. (b) Except as listed or described on Schedule 3.7(b) or as included (except to the extent redacted) as an exhibit to any publicly available submission or filing made by the Company under the Exchange Act or the Securities Act, neither the Company nor any of its Subsidiaries is a party to any contract, agreement, arrangement or understanding, written or oral, with the Sellers or any of their Affiliates: (a) for the sale, lease, licensing or provision of materials, supplies, goods, services, equipment, facilities or other assets to the Company or its Subsidiaries (other than as described in clause (b) below) that (i) provides for (or would reasonably be expected to result in) a payment by the Company or its Subsidiaries in any year of US$ 250,000 or more or (ii) which provides (or would reasonably be expected to result in) aggregate payments by the Company or its Subsidiaries during the term of such contract, agreement, arrangement or understanding (without giving effect to any renewal or extension thereof, except to the extent such renewal or extension can be effected without the consent or agreement of the Company and the Company has no right to terminate such contract, agreement, arrangement or understanding within ninety (90) days without penalty) of US$ 1,000,000 or more; (b) which relates to the provision of any interconnection, settlement or other material telecommunications services, other than pursuant to publicly filed tariffs or entered into in the ordinary course of business; (c) which provides for (or would reasonably be expected to result in) payments by or to the Company or its Subsidiaries in any year of US$ 1,000,000 or more or aggregate payments by or to the Company or its Subsidiaries during the term of such contract, agreement, arrangement or understanding of US$ 5,000,000 or more (without giving effect to any renewal or extension thereof, except to the extent such renewal or extension can be effected without the consent of the Company and the Company has no right to terminate such contract, agreement, arrangement or understanding within ninety (90) days without penalty); or (d) which is otherwise material to the Company or in any manner restricts (or would restrict, after the consummation of the transactions contemplated by this Agreement) the business of the Company or its Subsidiaries. All contracts and agreements among the Sellers or their Affiliates on the one hand and the Company or its Subsidiaries on the other were entered into on commercially reasonable terms as of the types described below being "IDENTIFIED CONTRACTS"date of such contract or agreement. The Sellers agree to (and agree to cause any of their Affiliates who are parties to any contract, agreement arrangement or understanding not listed on Schedule 3.7(b) has been previously delivered to Purchaser, with the Company or its Subsidiaries to) waive any termination penalties or fees in each case as such Identified Contract is in effect on the date hereof: (i) contracts and agreements for event that after the purchase of inventories, goods or other materials by, or for the furnishing of services to, Closing the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party theretoSubsidiaries, as the case may be, on notice of six months terminates any such contract, agreement, arrangement or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of the Company or any of its Subsidiaries;understanding.

Contracts. Except as set forth in Schedule 5.14 or any other Schedule hereto, as of the date of this Agreement, neither the Company nor any of the Subsidiaries is a party to or bound by: (a) Other than any contract for the contracts or agreements of purchase by the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts such Subsidiary of supplies or agreements between the Company and its wholly owned Subsidiaries equipment or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to services which the Company or such Subsidiary reasonably anticipates will involve the annual payment of more than $500,000 or $2,000,000 in the aggregate after the date hereof; (b) any contract for the sale by the Company or such Subsidiary of its Subsidiaries any services or products of their business which involved gross written premium and fees in fiscal 2006 of, or which is a party reasonably anticipated to involve in the year ending December 31, 2007, more than $2,000,000; (c) any loan agreements, promissory notes, indentures, bonds, security agreements, guarantees or by which any of them is bound obligations for borrowed money or other instruments involving indebtedness (contracts and agreements excluding intercompany (i.e., solely between one or more of the types described below being "IDENTIFIED CONTRACTS"Company or any Subsidiary) has been previously delivered to Purchaserindebtedness and non-trade accounts); (d) any partnership, joint venture or other similar agreement or arrangement with any entity other than the Company or one of the Subsidiaries; (e) any agreement containing any covenant or provision prohibiting the Company or such Subsidiary from engaging in any line or type of business, in each case as such Identified Contract excluding agreements that would not bind the Companies or the Subsidiaries following the Closing; (f) any reinsurance, retrocessional or similar agreement; (g) any agreement with Aon or any Affiliate of Aon (other than the Company or a Subsidiary) that (i) contains obligations that extend beyond the Closing and (ii) is not terminable by Buyer or its Affiliates after the Closing upon not greater than 30 days’ notice and without payment or penalty; (h) any agreement for the employment of any individual (excluding agents) on a full-time, part-time, consulting, or other basis providing annual compensation in effect on the date hereof:excess of $175,000 or providing severance benefits; (i) contracts and agreements for the purchase any agreement under which any of inventories, goods or other materials by, or for the furnishing of services to, the Company or a Subsidiary has advanced or loaned any amount to any of its Subsidiaries that directors, officers, and employees outside the ordinary course of business; (j) any agreement providing for (A) require payments the acquisition of any interest in another entity (whether by the Company purchase of assets, purchase of stock, merger, consolidation, recapitalization, share exchange or any of its Subsidiaries in excess of $25,000 and (Botherwise) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; the sale or other divestiture of any part of the business of the Company or a Subsidiary (iv) contracts and agreements whether by sale of assets, sale of stock, merger, consolidation, recapitalization, share exchange or otherwise), other than, in the case of clause (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000), or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts this Agreement and agreements relating to the voting acquisition or disposition of shares investment assets in the ordinary course; (k) any agreement relating to the maintenance and/or development of and/or consulting services with respect to Software that involves the payment of $175,000 or other equity more in any calendar year (commencing with 2008); or (l) any agreement relating to maintenance with respect to the Computer Hardware that involves the payment of $175,000 or debt interests of the Company or more in any of its Subsidiaries;calendar year (commencing with 2008).

Contracts. (aExcept as executed in connection with the transactions contemplated herein, Section 4(p) Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts and other agreements to which the Company or any of its Subsidiaries WellComm is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofparty: (i) contracts and agreements any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $35,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of inventoriesraw materials, goods commodities, supplies, products, or other materials bypersonal property, or for the furnishing or receipt of services toservices, the Company performance of which will extend over a period of more than one year, result in a material loss to WellComm, or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries involve consideration in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty35,000; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have any agreement concerning a term of one year partnership or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialjoint venture; (iv) contracts and agreements any agreement (Aor group of related agreements) governing the terms of indebtednessunder which it has created, incurred, assumed, or guarantees of indebtedness, ofguaranteed any indebtedness for borrowed money, or secured by assets ofany capitalized lease obligation, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, 35,000 or (B) governing the terms of "synthetic" or capital leases pursuant to under which the Company or it has imposed a Security Interest on any of its Subsidiaries has financial obligations in excess of $100,000assets, tangible or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentintangible; (v) shareholderany agreement concerning confidentiality or noncompetition; (vi) any agreement with any WellComm Stockholder and their Affiliates (other than WellComm); (vii) any collective bargaining agreement; (viii) any agreement for the employment of any individual on a full-time, voting trust or similar contracts and agreements relating to the voting of shares part-time, consulting, or other equity basis providing annual compensation in excess of $35,000 or debt interests of the Company providing severance benefits; (ix) any agreement under which it has advanced or loaned any amount to any of its Subsidiariesdirectors, officers, and employees outside the Ordinary Course of Business; (x) any agreement under which the consequences of a default or termination could have a WellComm Material Adverse Effect; or (xi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $35,000. WellComm has delivered to I-trax a correct and complete copy of each written agreement listed in Section 4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in Section 4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) WellComm and, to the Knowledge of WellComm, the other party thereto, is not in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. (a) Other than Schedule 3.16(a) hereto sets forth a true and correct list of all the contracts or agreements following Contracts to which, as of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997date hereof, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, Company is a party or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound or subject and under which there are ongoing rights or obligations (contracts and agreements of other than customary confidentiality obligations with respect to which the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract Company is in effect on compliance), true and complete copies of which (including, for clarity, any amendments, exhibits, annexes, appendices or attachments thereto) have been provided or made available to the date hereof:Buyer prior to the Execution Date (each such Contract disclosed or required to be disclosed pursuant to clauses (i) through (xviii) below, and any such Contract entered into prior to the Closing, a “Material Contract”): (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that all Material Network Agreements described in clauses (Aa) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (Bc) have a term of one year or more and are not terminable by in the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltydefinition thereof; (ii) contracts and agreements for the sale of inventoriesany non-customer Contract with a Governmental Authority; (iii) any Contract with an employee, goods or other materialsdirector, or for officer of the furnishing of services, by the Company or any of its Subsidiaries that Company; (iv) (A) require any Contract with any Person providing services on a full-time or consulting basis providing for annual base cash compensation in excess of $125,000 or pursuant to which there have been payments in excess of $125,000 to such Person in the last calendar year, or (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby or that limits the right of the Company to terminate the employment of such Person without notice for any reason and without the payment of severance; (v) any Contract (or group of related Contracts) requiring payments by any party thereto of its Subsidiaries more than $800,000 in any twelve (12) month period after the date hereof or the performance of which involves expenditures by, or revenue to, the Company in excess of $2,000,000 after the date hereof; (vi) any Contract that relates to Indebtedness in excess of $100,000 and or any other Contract that grants a Lien (Bother than a Permitted Lien) have upon any material assets of the Company, or any loan agreement, note, mortgage, indenture, security agreement, guaranty or pledge (other than intercompany indebtedness that is discharged in full at or prior to the Closing); (vii) any lease or other Contract under which the Company is lessee of or holds, uses or operates any personal property owned by any other party, for which the annual rent exceeds $50,000, excluding any such lease having a term of one year month or more and are not terminable by less; (viii) any Contract relating to the acquisition or disposition of an equity interest in, or all or substantially all of the assets or business of, any Person or the disposition of assets or securities having a book value, in each case, in excess of $250,000; (ix) any Contract giving rise to amounts that would become payable upon a change of control of the Company or Subsidiary party theretothat otherwise include material rights or obligations triggered by the transactions contemplated hereby or by the other Transaction Documents which, as if asserted, would result in adverse consequences to the case may beCompany, on notice of six months Buyer or less without penaltyits Affiliates; (iiix) manufacturer's representativeany Contract with the twenty (20) largest customers of the Company, sales agency and distribution contracts and agreements taken as a whole (determined based on signed annual recurring revenues to the Company as of December 31, 2016); (xi) any Contract relating to the formation, creation, governance or control of any joint venture, partnership or similar Contract; (xii) any Contract containing provisions that (A) have restrict or limit the freedom of the Company to compete with any Person or in any line of business or in any area, including any non-competition, non-solicitation, right of first offer, right of first refusal, or most-favored nation pricing restrictions; (B) provide for the Company to be the exclusive or preferred provider or recipient of any product or service obligations, including, for the avoidance of doubt, any Contract obligating the Company to provide its products or services exclusively to a term of one year counterparty or more and are not terminable other specified Persons; or (C) contain any minimum purchase or sale obligations (including any take-or-pay Contracts); (xiii) any Affiliate Contract; (xiv) any Contract providing for indemnification by the Company or Subsidiary party theretoof (A) a third party, as other than in connection with a commercial agreement in the case may be, on notice ordinary course of six months or less without penalty, business and consistent with the Company’s past practice or (B) are otherwise materiala manager, officer or employee; (ivxv) contracts and agreements (A) governing the terms any customer Contract that provides a customer an option to purchase Fiber of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to any forward sale and purchase agreement; (xvi) any Contract by which the Company is licensed or otherwise permitted to use the intellectual property of others (other than non-exclusive licenses for commercial off-the-shelf computer software that are generally available on nondiscriminatory pricing terms), or by which the Company has licensed or authorized others to use any intellectual property; (xvii) all Contracts (other than customer Contracts) under which the Company is lessor of its Subsidiaries or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; and (xviii) any agreement to enter into any Contract of the type described in subsections ‎(i) through ‎(xvii) of this ‎Section 3.16(a). (b) Each Material Contract and Material Network Agreement (i) constitutes a legal, valid and binding obligation of the Company, (ii) assuming such Material Contract or Material Network Agreement, as applicable, is binding and enforceable against the other parties thereto, is enforceable against the Company, (iii) to the knowledge of the Seller, is enforceable against the other party thereto except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity and (iv) is in full force and effect. Neither the Company nor, to the knowledge of the Seller, any other party thereto is in material default under any Material Contract and Material Network Agreement, nor has financial obligations in excess there occurred any event that with notice or lapse of $100,000time, or both, (A) would constitute a material default by the Company or, to the knowledge of the Seller, any other party thereunder, (B) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or Material Network Agreement, or (C) providing for all obligations would result in the impairment of the rights of the Company and its Subsidiaries in respect of interest rate swap under any Material Contract or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of Material Network Agreement; nor has the Company or the Seller received any notice regarding the matters described in ‎(A) through ‎(C). There is no pending disagreement or dispute with any other party to any Material Contract or Material Network Agreement. From December 31, 2016 to the Execution Date, the Company has not received any notification that any party to a Material Contract or Material Network Agreement intends to cancel, terminate, materially modify, refuse to perform or refuse to renew such Contract. (c) Except as set forth on Schedule 3.16(c) hereto, from and after December 31, 2016 to the Execution Date, none of the Top Customers or Top Vendors (collectively, the “Significant Counterparties”) (i) has ceased its purchases from or sales or provision of services to or from the Company or threatened in writing or to the knowledge of the Seller, threatened orally to cease such purchases or sales or provision of services, (ii) no Significant Counterparty has materially reduced its purchases from or sales or provision of services to or from, or has materially delayed or interrupted purchases from or provision of sales or services to or from, the Company, as applicable, other than in the ordinary course of business consistent with past practice, (iii) no Significant Counterparty has threatened in writing or to the knowledge of the Seller, threatened orally to cease or materially reduce its purchases from or sales or provision of services to or from the Company, and (iv) there have been no material disputes or controversies with any Significant Counterparty. (d) The Company is not in violation or breach of the terms of any Government Contract. All representations, certifications and disclosures made by the Company with respect to any Government Contract were accurate and complete in all material respects as of their effective date. No reasonable basis exists to give rise to a claim for fraud in connection with any Government Contract including under the United States civil or criminal False Claims Act of 1863 (the “False Claims Act”). The Company has complied in all material respects with the terms and conditions of each Government Contract and related applicable Laws including all provisions and laws regarding small business subcontracting and utilization, subcontracting plans, affirmative action, protection and security of personal data or data of a Governmental Authority, kickbacks, illegal gratuities, pricing and other provisions. The Company has not received a cure notice, show cause notice, civil investigative demand or had a Government Contract terminated for default or convenience, have not been threatened with termination for default, or notified of a breach of contract. None of the Company, its respective officers or employees or, to the knowledge of the Seller, their respective agents or Representatives, is or has been suspended or debarred, or to the knowledge of the Seller, proposed for suspension or debarment, from doing business with any Governmental Authority, and to the knowledge of the Seller, there are no circumstances that would reasonably be expected to become a basis for any of the foregoing. The Company does not have access to any classified information in connection with any Government Contract and is not required to have any personnel or facility security clearance. (e) Since December 31, 2016 to the Execution Date, neither the Company nor the Seller has received any written or oral indication of an intention to terminate (including a termination for convenience or for cause) or, in the case of a Material Contract related to an ongoing relationship in the ordinary course of business with the other party thereto, fail to renew or extend on substantially similar terms, any Material Contract (including, for the avoidance of doubt, any purchase, sale or service order under any Material Contract) from any of the parties to any Material Contract. Since December 31, 2016 to the Execution Date, with respect to any Material Contract that, by its Subsidiaries;terms, would automatically renew or extend absent notice or other action by a party thereto, no such party has given any such notice or taken any such action. There is no Action pending against or threatened against the Company or Seller, any present or former officer, director or employee of any of the Companies or Seller, or any Person for whom any the Company may be liable with respect to a Material Contract that is by or before (or that would be by or before) any Governmental Authority or arbitrator.

Contracts. (a) Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30All contracts, 1997agreements, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 commitments and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements other documents to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company, any subsidiary of the Company, or any of them their assets is bound in any way affected or bound, including all amendments and supplements thereto and modifications thereof, excluding those that (contracts a) are terminable without premium or penalty upon no more than sixty (60) days notice or (b) involve in their entirety less than $50,000 and agreements in cases of (a) and (b) are not otherwise material to the business (collectively, except as otherwise set forth in this Section 3.16, “Contracts”), are listed in Section 3.16 of the types described below being "IDENTIFIED CONTRACTS") Company Disclosure Schedule, are legally valid and binding and in full force and effect, and the Company and each of its subsidiaries is in compliance in all material respects with all such Contracts and neither the Company nor any subsidiary of the Company has been received any notice that it is in default or breach of any of the terms thereof. The Company has previously delivered to Purchasermade available for inspection by the Parent through the VDR all written Contracts, except those that are identified in Section 3.16 of the Company Disclosure Schedule as available on the SEC's E▇▇▇▇ website. A summary of the terms of each case as such Identified oral Contract is in effect set forth on Section 3.16 of the date hereof: (i) contracts Company Disclosure Schedule. The Company has previously provided the Parent with copies of, and agreements for Section 3.16 of the purchase of inventoriesCompany Disclosure Schedule identifies, goods any agreement with any executive officer or other materials by, or for the furnishing key employee of services to, the Company or any subsidiary of its Subsidiaries that the Company (A) require payments by the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any subsidiary of its Subsidiaries in excess the Company of $25,000 and the nature of any of the transactions contemplated by this Agreement, (B) have a term providing any compensation guarantee of one more than $50,000 per year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for severance benefits or other benefits after the termination of employment of such executive officer or key employee not comparable to benefits available to employees generally. Except as set forth in the engagement letter dated January 20, 2006 between the Company and F▇▇▇▇▇▇▇, B▇▇▇▇▇▇▇ and R▇▇▇▇▇, as amended by Amendment 1 to Engagement Letter, dated June 15, 2006, Amendment 2 to Engagement Letter, dated October 9, 2006, Amendment 3 to Engagement Letter, dated May 24, 2007 and Amendment No. 4 to Engagement Letter effective January 18, 2008, all obligations expenses of the Company incurred and its Subsidiaries to be incurred in respect of interest rate swap connection with this Agreement and the transactions contemplated hereby, including but not limited to legal and accounting fees are on normal terms and do not involve any success fees, bonuses or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of the Company or any of its Subsidiaries;premiums.

Contracts. (a) Other than the contracts or agreements Section 3.16(a) of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, Disclosure Letter lists each of the following contracts and agreements types of Contracts to which the Company or any of its Subsidiaries is a party or by which any of them their respective properties or assets is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified date hereof (other than any of the foregoing solely between the Company and its wholly-owned Subsidiaries or solely between any wholly-owned Subsidiaries of the Company and other than any Contract that is in effect on the date hereof:a Company Plan): (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, any Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K; (ii) any of Contract that by its Subsidiaries that (A) require payments terms calls for aggregate payment or receipt by the Company or any of its Subsidiaries under such Contract of more than $15 million in excess of $25,000 and (B) have a any year over the remaining term of one year or more such Contract and are not terminable by that either (x) materially limits the Company or Subsidiary party thereto, as the case may be, on notice ability of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that to compete in any line of business or with any Person or in any geographic area, (Ay) require payments to materially restricts the right of the Company and its Subsidiaries to sell to or purchase from any Person, or (z) grants the other party or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltythird Person “most favored nation” status; (iii) manufacturer's representativeany Contract with respect to the formation, sales agency and distribution contracts and agreements that (A) have creation, operation, management or control of a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialSignificant Joint Venture; (iv) contracts any Contract relating to Indebtedness or pursuant to which a Lien is granted and agreements having an outstanding principal or other amount (Aor unfunded commitment amount) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount 5 million; (v) any Contract entered into after January 1, 2012 involving the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests for aggregate consideration (in one or a series of transactions) under such Contract of $50 million or more (other than acquisitions or dispositions of inventory in the aggregate, ordinary course of business consistent with past practice); (vi) any Contract (other than a Government Contract) that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $100 million in any year over the remaining term of such Contract; (Bvii) governing the terms of "synthetic" or capital leases any Contract pursuant to which the Company or any of its Subsidiaries has financial continuing indemnification, guarantee, “earn-out” or other contingent payment obligations (other than indemnification or performance guarantee obligations provided for in the ordinary course of business consistent with past practice), in each case that could result in payments in excess of $100,000, or 10 million; (Cviii) providing for all obligations any Contract that is a license agreement that is material to the business of the Company and its Subsidiaries in respect of interest rate swap or similar agreementsSubsidiaries, commodity swaps or options or similar agreements or foreign currency hedgetaken as a whole, exchange or similar agreements pursuant to which the Company or any of its Subsidiaries is a party and licenses in Company Intellectual Property or licenses out Company Intellectual Property owned by the Company or its Subsidiaries, other derivative instrumentthan license agreements for software that is generally commercially available; (vix) shareholderany Contract that obligates the Company or any of its Subsidiaries to make any capital commitment, voting trust loan or similar contracts expenditure in an amount in excess of $10 million; (x) any Contract that by its terms calls for aggregate payment or receipt by the Company or its Subsidiaries under such Contract of more than $10 million over the remaining term of such Contract that is between the Company or its Subsidiaries, on the one hand, and agreements any Affiliate thereof other than any Subsidiary of the Company, on the other hand (excluding employment agreements); (xi) any Government Contract that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $100 million in any year over the remaining term of such Contract; or (xii) (A) any joint venture agreement relating to any of the voting Company’s Significant Joint Ventures, or (B) any Contract that by its terms calls for the aggregate receipt by the Company or any of shares and its Subsidiaries under such Contract of more than $15 million in any year over the remaining term of such Contract, that in the case of clause (A) or (B) terminates by its terms, gives the counterparty a right to terminate, or requires the consent of the counterparty thereto, in connection with the transactions contemplated by this Agreement. Each contract of the type described in clauses (i) through (xii) is referred to herein as a “Company Material Contract.” (b) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company, (i) each Company Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the Knowledge of the Company, each other equity party thereto, and is in full force and effect and enforceable in accordance with its terms; (ii) the Company and each of its Subsidiaries, and, to the Knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Company Material Contract; and (iii) there is no default under any Company Material Contract by the Company or debt interests any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries;Subsidiaries or, to the Knowledge of the Company, any other party thereto under any such Company Material Contract, nor has the Company or any of its Subsidiaries received any notice of any such default, event or condition. The Company has made available to Parent true and complete copies of all Company Material Contracts, including all amendments thereto.

Contracts. Part 2.11 of the Company Disclosure Schedule contains a list as of the date of this Agreement of each of the following Contracts (other than the Company Real Property Leases) to which the Company or a Company Subsidiary is a party (each such Contract (x) required to be listed in Part 2.11 of the Company Disclosure Schedule, (y) that is a Company IP License, or (z) that is required to be filed as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) as an exhibit to the Most Recent Company 10-K under the Exchange Act prior to the date of this Agreement (other than any Company Plan), being referred to as a “Material Contract”): (a) Other than each Contract that restricts in any material respect the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries ability of the Company, any Company Subsidiary or any Affiliate of any of them to (i) engage or compete in any geographic area or line of business, market or field, or to develop, sell, supply, manufacture, market, distribute, or support any material product or service, (ii) transact with any Person or (iii) solicit any client or customer (or that would so restrict Parent, any Parent Subsidiary or any Affiliate of any of them following the Closing), in each case, other than licenses of Intellectual Property; (b) each joint venture agreement, partnership agreement or similar agreement with a third party; (c) each Contract (other than any Organizational Document) between the Company or any Company Subsidiary, on the one hand, and any director, officer or Affiliate (other than a wholly owned Company Subsidiary) of the following contracts Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and agreements Rule 16a-1 of the Exchange Act), on the other hand, including (but not limited to) any Contract pursuant to which the Company or any of its Subsidiaries is a party Company Subsidiary has an obligation to indemnify such director, officer, Affiliate or by which “associate” or “immediate family” member, but excluding any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof:Company Plan; (id) contracts and agreements for the purchase of inventories, goods each material acquisition or divestiture Contract that contains any material indemnification obligations or any material “earnout” or other materials by, or for the furnishing material contingent payment obligations that are outstanding obligations of services to, the Company or any Company Subsidiary as of its Subsidiaries that the date of this Agreement; (Ae) require payments each Contract evidencing indebtedness for money borrowed by the Company or any of its Subsidiaries Company Subsidiary from a third party lender, and each Contract pursuant to which any such indebtedness for borrowed money is guaranteed by the Company or any Company Subsidiary, in each case in excess of $25,000 and 10,000,000; (Bf) have a term each Contract expressly limiting or restricting the ability of one year or more and are not terminable by the Company or any Company Subsidiary party thereto(i) to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods to pledge their capital stock or other materialsequity interests, or for the furnishing of services, by the Company or any of its Subsidiaries that (Aiii) require payments to make loans to the Company or any Company Subsidiary, or (iv) to grant liens on the property of its Subsidiaries the Company or any Company Subsidiary; (g) each Contract that obligates the Company or any Company Subsidiary to make any loans, advances or capital contributions to, or investments in, any Person, except for (i) loans or advances for indemnification, attorneys’ fees, or travel and other business expenses in the ordinary course of business, (ii) extended payment terms for customers in the ordinary course of business, (iii) prepayment of Taxes for repatriated employees of the Company or any Company Subsidiary or (iv) loans, advances or capital contributions to, or investments in, any Person that is not an Affiliate or Employee of the Company not in excess of $100,000 and 10,000,000 individually; (Bh) have a term each Contract that grants any right of one year first refusal, first notice, first negotiation or more and are not terminable by right of first offer or similar right with respect to any assets, rights or properties of the Company or any Company Subsidiary party thereto(i) for, as the case may beor that would reasonably be expected to result in, on notice total consideration of six months more than $10,000,000, (ii) with a fair market value in excess of $10,000,000 or less without penalty(iii) that concerns material Company IP; (iiii) manufacturer's representative, sales agency each Contract or series of related Contracts (excluding (i) purchase orders given or received in the ordinary course of business and(ii) Contracts between the Company and distribution contracts and agreements that any wholly owned Company Subsidiary or among any wholly owned Company Subsidiaries) under which the Company or any Company Subsidiary (A) have a term paid in excess of one $15,000,000 in fiscal year 2020, or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice is expected to pay in excess of six months or less without penalty, $15,000,000 in fiscal year 2021 or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries received in excess of $100,000 principal amount 50,000,000 in the aggregatefiscal year 2020, or is expected to receive in excess of $50,000,000 in fiscal year 2021; (Bj) governing each Contract with any foundry, or any provider of semiconductor product assembly, testing, and manufacturing services containing any “take or pay” or minimum purchase commitments that have outstanding payment obligations of the terms Company or a Company Subsidiary in excess of "synthetic" $10,000,000; (k) each written collective bargaining or capital leases other labor or works council agreement covering employees of the Company or a Company Subsidiary; (l) each lease or rental Contract involving personal property (and not relating primarily to real property) pursuant to which the Company or any of its Subsidiaries has financial obligations Company Subsidiary is required to make rental payments in excess of $100,000250,000 per month (excluding leases or rental Contracts for office equipment entered into in the ordinary course of business); (m) each Contract relating to the acquisition, sale or disposition of any business unit or product line of the Company or any Company Subsidiary and with any outstanding obligations that are material to the Company and the Company Subsidiaries, taken as a whole, as of the date of this Agreement; (n) any material Government Contract that has not been closed out or that has been closed out within the last three (3) years; (o) each material Contract with any “most favored nation” provision or that otherwise requires the Company or any Company Subsidiary (or, following the Closing, would require Parent or any Parent Subsidiary) to conduct business with any Person on a preferential or exclusive basis, or that includes a price protection or rebate provision in favor of the counterparty to such Contract; (Cp) providing for all obligations each settlement agreement entered into since January 1, 2018 (i) with a Governmental Entity, (ii) that requires the Company or any Company Subsidiary to pay more than $10,000,000 after the date of this Agreement, (iii) that imposes any material restrictions on the business of the Company or any Company Subsidiary or (iv) that imposes any material restrictions on any Affiliate of the Company (including future Affiliates); (q) each material Contract (excluding (i) ordinary course confidentiality or non-disclosure agreements, (ii) purchase orders given or received in the ordinary course of business, (iii) statements of work that were signed prior to the date that is twenty four (24) months prior to the date hereof or that have been substantially satisfied in full, (iv) standard form Contracts, provided that (A) the standard form has been made available to Parent and (B) any such Contract is materially similar to the standard form, and (v) except with respect to Contracts regarding material Company IP, Contracts under which the Company or any Company Subsidiary (A) paid less than $2,000,000 in fiscal year 2020, and is expected to pay less than $2,000,000 in fiscal year 2021 or (B) received less than $2,000,000 in fiscal year 2020, and is expected to receive less than $2,000,000 in fiscal year 2021) with any Top Customer, Top Distributor or Top Supplier of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentSubsidiaries; (vr) shareholder, voting trust or similar contracts and agreements each Contract relating to the voting creation of shares or a Lien (other equity or debt interests than Company Permitted Encumbrances) with respect to any material asset of the Company or any Company Subsidiary; and (s) each employment or individual consulting Contract that both (i) is not terminable at will or for convenience by the Company on 30 days’ or less notice and (ii) obligates the Company or any Company Subsidiary to make payments or provide compensation in excess of $300,000 annually. There are no existing breaches or defaults on the part of the Company or any Company Subsidiary under any Material Contract, and, to the knowledge of the Company, there are no existing breaches or defaults on the part of any other Person under any Material Contract, in each case except where, individually or in the aggregate, such breaches or defaults have not constituted or resulted in and would not reasonably be expected to constitute or result in a Company Material Adverse Effect. No event has occurred or not occurred through the Company’s or any Company Subsidiary’s action or inaction or, to the knowledge of the Company, through the action or inaction of any third party, that, with notice or the lapse of time or both, would constitute a breach of or default under the terms of any Material Contract, in each case except where, individually or in the aggregate, such breaches or defaults have not constituted or resulted in and would not reasonably be expected to constitute or result in a Company Material Adverse Effect. Each Material Contract (with the exception of Government Contracts that have been closed out) is valid, has not been terminated prior to the date of this Agreement, is enforceable against the Company or the applicable Company Subsidiary that is a party to such Material Contract, and, to the knowledge of the Company, is enforceable against the other parties thereto, in each case subject to: (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and, in each case, except as, individually or in the aggregate, has not constituted or resulted in and would not reasonably be expected to constitute or result in a Company Material Adverse Effect. Prior to the date of this Agreement, the Company has made available to Parent accurate and complete copies of each Material Contract in effect as of the date of this Agreement, together with all material amendments and supplements thereto in effect as of the date of this Agreement. Prior the date of this Agreement, no Top Customer, no Top Distributor and no Top Supplier to the Company or a Company Subsidiary has canceled, terminated or substantially curtailed its Subsidiaries;relationship with the Company or any Company Subsidiary, given written notice to the Company or any Company Subsidiary of any intention to cancel, terminate or substantially curtail its relationship with the Company or any Company Subsidiary, or, to the knowledge of the Company, threatened to do any of the foregoing or, to the knowledge of the Company, been threatened with bankruptcy or insolvency. All material representations, certifications and statements executed and submitted by the Company in connection with Material Contracts that are also Government Contracts were correct in all material respects as of their respective effective date.

Contracts. (a) Other than the contracts or agreements Section 2.13 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts and agreements (written or oral) to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofof this Agreement: (i) contracts and agreements any agreement (or group of related agreements) for the purchase lease of inventories, goods personal property from or other materials by, or to third parties providing for the furnishing of services to, the Company or any of its Subsidiaries that (A) require lease payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have 50,000 per annum or having a remaining term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltylonger than 12 months; (ii) contracts and agreements any agreement (or group of related agreements) for the purchase or sale of inventories, goods or other materials, products or for the furnishing or receipt of services, by the Company or any of its Subsidiaries that services (A) require payments to the Company or any which calls for performance over a period of its Subsidiaries in excess of $100,000 and more than one year, (B) have a term which involves more than the sum of one year $50,000, or more and are not terminable by (C) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or Subsidiary party thereto, as the case may be, on notice exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of six months goods or less without penaltyservices or has agreed to purchase goods or services exclusively from a certain party; (iii) manufacturer's representativeany agreement which, sales agency and distribution contracts and agreements that (A) have to the knowledge of the Company, establishes a term of one year partnership or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialjoint venture; (iv) contracts other than the Bridge Notes and agreements the Convertible Notes, any agreement (Aor group of related agreements) governing the terms of indebtednessunder which it has created, incurred, assumed or guarantees of indebtednessguaranteed (or may create, ofincur, assume or secured by assets of, the Company guarantee) indebtedness (including capitalized lease obligations) involving more than $50,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries in excess of $100,000 principal amount in the aggregateassets, tangible or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentintangible; (v) shareholderany agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, voting trust director or similar contracts and agreements relating to the voting of shares or other equity or debt interests stockholder of the Company or any affiliate, as defined in Rule 12b-2 under Exchange Act, thereof (an “Affiliate”); (viii) any agreement under which the consequences of its Subsidiariesa default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any other agreement (or group of related agreements) either involving more than $50,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this Agreement and the Bridge Loan, relating to the sales of securities of the Company to which the Company is a party. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) the Company is not nor, to the knowledge of the Company, is any other party, in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Other than the contracts or agreements Except as set forth in Section 3.12(a) of the Company included as exhibits to Disclosure Letter, neither the Company's Annual , nor any Subsidiary, nor any Affiliated PC is a party to, nor is any of their respective properties or assets bound or affected by, any agreements, contracts, commitments, licenses (or sublicenses) or other instruments or obligations, whether written or oral, that: (i) are or would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 108-K K; (ii) with respect to a joint venture, partnership, limited liability or other similar agreement or arrangement, relate to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and the Subsidiaries and Affiliated PCs, taken as a whole; (iii) relate to indebtedness for borrowed money or any capitalized lease and having an outstanding principal amount, individually or in the fiscal year ended September 30aggregate, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended in excess of $200,000; (iv) were entered into after December 31, 19972007 or not yet consummated, March 31and involve the acquisition from another person or disposition to another Person, 1998 directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration under such Contract (or series of related Contracts), individually or in the aggregate, in excess of $250,000 (other than acquisitions or dispositions of inventory in the ordinary course of business); (v) relate to an acquisition, divestiture, merger or similar transaction that contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations), that are still in effect and, individually or in the aggregate, could reasonably be expected to result in payments in excess of $250,000; (vi) other than an acquisition subject to clause (v) above, obligate the Company to make any capital commitment or capital expenditure, other than acquisitions of inventory (including pursuant to any joint venture), individually or in the aggregate, in excess of $250,000; (vii) are guaranties, indemnities, surety bonds, commitments, and June 30other similar primary, 1998direct or contingent financial obligations whereby the Company or its Subsidiaries or Affiliated PCs may be liable or obligated for a debt or obligation of another (including without limitation all guaranties with respect to Company Leases); (viii) relates to the acquisition, transfer, development, licensing or sharing of any Intellectual Property or any periodic filing made pursuant to other agreement affecting the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries ability of the Company, each of the following contracts and agreements to which the Company or any of its Subsidiaries or Affiliated PCs to use or disclose any Intellectual Property, other than license agreements for off the shelf software that is generally commercially available and less than $50,000; (ix) provide for aggregate commitments by the Company and/or its Subsidiaries or Affiliated PCs of more than $500,000 over the remaining term of such contract; (x) would prohibit or materially delay the consummation of the Merger; (xi) are otherwise material to the Company and its Subsidiaries and Affiliated PCs, taken as a party or by which whole; (xii) are agreements with any employee of any of them is bound (contracts and agreements the Company, a Subsidiary or an Affiliated PC creating severance, stock, stock option deferred compensation, severance or any similar obligations for the Company, a Subsidiary or an Affiliated PC, or requiring payment of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, total annual compensation in each case as such Identified Contract is in effect on the date hereof:excess of $100,000; (ixiii) contracts and are collective bargaining agreements; (xiv) are settlements, conciliation or similar agreements for with any Governmental Authority or pursuant to which, after the purchase execution date of inventories, goods or other materials by, or for the furnishing of services tothis Agreement, the Company or any of its Subsidiaries that or Affiliated PCs will be required to pay consideration in excess of $100,000; (xv) relate to an Affiliate Transaction; (xvi) are: (A) require payments by and between or among the Company or any of its Subsidiaries in excess on the one hand and any of $25,000 and the Affiliated PCs on the other; or (B) have a term by and between or among the Company, any of its Subsidiaries, or any of the Affiliated PCs on the one year hand, and any third party provider of all or more any portion of the technical or professional component of healthcare services; (xvii) are by and between or among the Company, any of its Subsidiaries, any of the Affiliated PCs, and any Qualified Shareholder; or (xviii) are not terminable by and between or among the Company, any of its Subsidiaries, any of the Affiliated PCs, and any third party employer, pursuant to which Company, any of its Subsidiaries, and/or any Affiliated PC: (A) arranges for or provides for the adequate staffing of physicians and other professional personnel at such third party employer’s-sponsored healthcare clinics; (B) agrees to assist such third party employer in the administration, management and/or operation of employee health programs; and/or (C) agrees to assist such third party employer in the administration, management and/or operation of any third party employer-sponsored pharmacy. (b) Each Contract disclosed or required to be disclosed in Section 3.12(a) of the Company Disclosure Letter is referred to herein as a “Company Material Contract.” The Company has made available to the Buyer a true, complete and correct copy of each Company Material Contract, including any amendments, supplements or modifications thereto. (c) Except as set forth in Section 3.12(c) of the Company Disclosure Letter, each Company Material Contract is valid and binding on the Company and any of its Subsidiaries and any Affiliated PCs to the extent such Subsidiary or Affiliated PC is a party thereto, as applicable, and to the case may beKnowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company, nor any of its Subsidiaries, nor any Affiliated PC, nor, to the Company’s Knowledge, any other party to any Company Material Contract is in violation of or in default under (nor does there exist any condition which, upon the passage of time or the giving of notice or both, would cause such a violation of or default under) or has failed to perform under any Company Material Contract, except for violations, defaults and failures to perform that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Each Company Material Contract fairly and accurately describes in all material respects all of the duties, obligations and responsibilities of the Company, each of its Subsidiaries and the Affiliated PCs with respect thereto. (d) Except for employment-related Contracts filed or incorporated by reference as an exhibit to a Company SEC Document filed prior to the date hereof or Company Employee Plans, Section 3.12(c) of the Company Disclosure Letter sets forth a correct and complete list of the Contracts that are in existence as of the date of this Agreement under which the Company has any existing or future material liabilities between the Company or any of its Subsidiaries, on notice the one hand, and, on the other hand, any (i) present officer or director of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by either the Company or any of its Subsidiaries or any person that (A) require payments to the Company has served as such an officer or director or any of such officer’s or director’s immediate family members (excluding any person that served as a director or officer of any Subsidiary prior to its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable acquisition by the Company Company, and such person’s immediate family members, provided that such Person did not continue to serve as a director or Subsidiary party theretoofficer after the date of such acquisition), (ii) record or beneficial owner of more than 5% of the Shares as of the case may bedate hereof, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by to the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations Knowledge of the Company and its Subsidiaries in respect Company, any Affiliate of interest rate swap any such officer, director or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any owner (other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of than the Company or any of its Subsidiaries;) (each, an “Affiliate Transaction”). The Company has provided to Buyer true, correct and complete copies of each Contract or other relevant documentation (including any amendments or modifications thereto) providing for each Affiliate Transaction.

Contracts. (a) Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each Schedule 5.10(a) sets forth all of the following contracts Contracts as of the date of this Agreement (the “Material Contracts”): (i) any Contract between an Acquired Company, on the one hand, and agreements to which the any Affiliate of either Acquired Company or the Seller, on the other hand; (ii) any Contract that provides for gathering, transportation, marketing, processing, treating or storage services; (iii) any Contract that provides for (A) the construction or operation of its Subsidiaries is a party processing plants, gathering systems or by which any of them is bound other related assets or (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS"B) has been previously delivered to Purchaseracreage dedications or minimum volume commitments, in each case as such Identified Contract is in effect on the date hereof: (i) contracts and agreements for the purchase of inventories, goods involving annual payments or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries receipts in excess of $25,000 250,000 and that is not cancelable without further penalty or other material payment on not more than thirty (30) days’ prior written notice; (iii) any Contract evidencing Indebtedness of the Acquired Companies or creating any security interest, lien or encumbrance (other than Permitted Encumbrances and other than any of the Easements) on any asset of any Acquired Company; (iv) any Contract that constitutes an area of mutual interest agreement or any other agreement that purports to restrict, limit or prohibit the manner in which, or the locations in which, the Acquired Companies conduct business that will be binding on the Acquired Companies after the Closing; and (Bv) have any other Contract to which an Acquired Company is a term beneficiary or obligor that can reasonably be expected to result in aggregate payments or receipts by an Acquired Company of one year more than $250,000 during the current or more any subsequent year. (b) Except as set forth on Schedule 5.10(b), each Material Contract set forth (or required to be set forth) on Schedule 5.10(a) is a legal, valid and are not terminable by binding obligation against the applicable Acquired Company or Subsidiary and, to the knowledge of Seller, each other party thereto, as is enforceable in accordance with its terms against the case may beapplicable Acquired Company, on notice and to the knowledge of six months or less without penalty; (ii) contracts Seller, each other party thereto and agreements for the sale of inventoriesis in full force and effect, goods subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other materialsLaws, now or for hereafter in effect, relating to or limiting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). Neither the furnishing of servicesapplicable Acquired Company nor, by the Company or any of its Subsidiaries that (A) require payments to the Company or knowledge of Seller, any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary other party thereto, as is in default under any Material Contract, and no event, occurrence, condition or act has occurred that, with the case may begiving of notice, on notice the lapse of six months time or less without penalty; (iii) manufacturer's representativethe happening of any other event or condition, sales agency and distribution contracts and agreements that (A) have would become a term default or event of one year or more and are not terminable default by such Acquired Company or, to the Company or Subsidiary knowledge of Seller, any other party thereto, as the that in each case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant would reasonably be expected to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of the Company or any of its Subsidiaries;have a Material Adverse Effect.

Contracts. (a) Other Schedule 4.14(a) is an accurate and complete list of all the Contracts (other than the contracts or agreements any Contract relating to any Benefit Plan) of the Company included as exhibits following types to which the Seller or Marconi IP is a party, or by which either is bound, that relate primarily to, or are material to the Company's Annual Report operation or conduct of, the Access Business or to which any of the Assets is subject: (i) each Contract which requires, on Form 10-K an annual basis, a payment by any party in excess of, or a series of payments which in the aggregate exceed, $100,000 (as pertaining to the Access Business) or provides for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998delivery of goods or performance of services, or any periodic filing made pursuant combination thereof, having a value in excess of $100,000 (as pertaining to the Exchange Act Access Business); (the "MATERIAL CONTRACTS")ii) each Contract with a sales representative, and contracts manufacturer's representative, distributor, dealer, broker, sales agency, advertising agency or agreements between the Company and its wholly owned Subsidiaries other Person engaged in sales, distribution or between wholly owned Subsidiaries promotional activities, or any Contract to act in one of the Company, foregoing specified capacities on behalf of any Person; (iii) each of the following contracts and agreements Contract pursuant to which the Company Seller or Marconi IP has made or will make loans or advances, or has incurred, or is obligated to incur, indebtedness for borrowed money or has become a guarantor or surety or pledged its credit for or otherwise become responsible with respect to any undertaking of another Person ("Guarantees") (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business) or any Contract granting a Lien upon any Assets other than Permitted Liens; (iv) each Contract with suppliers (including purchase orders) which has a commitment of more than $100,000 on an annual basis; (v) each covenant not to compete or other covenant of the Seller or any of its Subsidiaries Affiliates restricting the development, manufacture, marketing or distribution of the products and services of the Access Business; (vi) each material Contract with any Affiliate of the Seller (the "Affiliate Contracts"); (vii) each Contract with any officer, director or employee of the Seller or any of its Affiliates (other than employment agreements and "at will" arrangements); (viii) each lease, sublease or similar Contract with any Person under which the Seller is a lessor or sublessor of, or makes available for use to any Person, (A) any Assets or (B) any portion of the Bedford Facility; (ix) each license, sublicense, option or other Contract relating, in whole or in part, to any Transferred Intellectual Property (including any license or other Contract under which the Seller or any of its Affiliates granted the right to use any Transferred Intellectual Property); (x) each confidentiality agreement (other than (A) any confidentiality agreement entered into in the ordinary course of business with a Person who (together with such Person's Affiliates) does not compete in any manner with the Access Business and (B) any confidentiality agreement entered into in connection with the sale of the Access Business); (xi) each Contract with a customer (including sales order) that involves an obligation of the Seller to deliver products and services for payment of or having a fair market value of more than $100,000; (xii) each Contract (A) for the sale of any Asset (other than inventory sales in the ordinary course of business), (B) for the grant of any preferential rights to purchase any Asset (other than inventory in the ordinary course of business) or (C) for the grant of any exclusive right to use any Asset; (xiii) each Contract with any Governmental Authority; (xiv) each Group Contract; (xv) each Contract for any joint venture, partnership or similar arrangement; and (xvi) each written Contract other than as set forth above to which the Parent, the Seller or Marconi IP is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof: (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company it or any of its Subsidiaries assets or business is bound or subject that is material to the Access Business. (Ab) require payments by Except as set forth in Schedule 4.14(b), neither the Company Seller nor Marconi IP nor any Affiliate of the Seller or Marconi IP (as applicable) has since January 1, 2001 (with or without the lapse of time or the giving of notice, or both) materially breached the provisions of, or is in material default under, the terms of (i) any Contract listed on Schedule 4.14(a) that is a Purchased Contract or is material to the operation of its Subsidiaries the Access Business or (ii) any Material Personal Property Lease (collectively, the "Material Contracts"), and, to the Seller's knowledge, no other party to any Material Contract is in excess material breach of $25,000 the provisions of, or is in material default under the terms of, any Material Contract. Except as set forth in Schedule 4.14(b), all Material Contracts are valid, binding and (B) have a term of one year or more in full force and effect and are not terminable by enforceable against the Company Seller or Subsidiary Marconi IP (as applicable) and, to Seller's knowledge, the other party thereto, as in accordance with their terms, subject to the case may be, on Enforceability Limitations. Neither the Seller nor Marconi IP nor any of their respective Affiliates has received any written notice of six months the intention of any party to terminate any Material Contract. Complete and correct copies of all Material Contracts have been delivered or less without penalty;made available to the Purchaser by the Seller, except as set forth in Schedule 4.10(b) or Schedule 4.14(a) (it being understood and agreed that certain pricing and product information related to the Other Businesses contained in the Material Contracts has not been made available or delivered to the Purchaser). (iic) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (ASchedule 4.14(c) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant sets forth each Material Contract with respect to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations Consent of the Company other party or parties thereto must be obtained by virtue of the execution and its Subsidiaries in respect delivery of interest rate swap this Agreement or similar agreementsthe consummation of the transactions contemplated hereby or under the Related Agreements to avoid the invalidity of the transfer of such Material Contract, commodity swaps the termination thereof, a breach, violation or options or similar agreements or foreign currency hedge, exchange or similar agreements default thereunder or any other derivative instrument; (v) shareholder, voting trust change or similar contracts and agreements relating modification to the voting of shares or other equity or debt interests of the Company or any of its Subsidiaries;terms thereof.

Contracts. (a) Other than the contracts or agreements Section 2.14 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts agreements (written or oral) currently in effect (either in whole or in part, including agreements with ongoing post-termination “tails” and agreements ongoing post-termination obligations) to which the Company or any of its Subsidiaries Subsidiary is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofparty: (i) contracts and agreements any agreement (or group of related agreements) for the purchase lease of inventories, goods real property (regardless of amount or other materials byterm), or for the furnishing lease of services to, the Company personal property from or any of its Subsidiaries that (A) require to third parties providing for lease payments by the Company or any of its Subsidiaries in excess of fifty thousand dollars ($25,000 and 50,000) per annum or having a remaining term longer than six (B6) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltymonths; (ii) contracts and agreements any agreement (or group of related agreements) for the purchase or sale of inventories, goods or other materials, products or for the furnishing or receipt of servicesservices (A) which calls for performance over a period of more than one year, by (B) which involves more than the sum of fifty thousand dollars ($50,000), or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of its Subsidiaries that (A) require payments goods or services or has agreed to the Company purchase goods or any of its Subsidiaries in excess of $100,000 and (B) have services exclusively from a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltycertain party; (iii) manufacturer's representativeany agreement concerning the establishment or operation of a partnership, sales agency and distribution contracts and agreements that (A) have a term of one year joint venture or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materiallimited liability company; (iv) contracts and agreements any agreement (Aor group of related agreements) governing under which it has created, incurred, assumed or guaranteed (or may reasonably be expected to create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than fifty thousand dollars ($50,000) or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement for the terms disposition of indebtedness, any significant portion of the assets or guarantees business of indebtedness, of, or secured by assets of, the Company or any Subsidiary (other than sales of its Subsidiaries in excess of $100,000 principal amount products in the aggregate, Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (Bother than purchases of inventory or components in the Ordinary Course of Business); (vi) governing the terms of "synthetic" or capital leases pursuant to any agreement under which the Company or any of its Subsidiaries has financial obligations in excess of $100,000Subsidiary has, or may reasonably be expected to have, any liability to an employee or consultant for pay or benefits after the ending of the business relationship with such employee or consultant; (Cvii) providing for all obligations any agreement involving any officer, director or stockholder of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements a Subsidiary under which the Company or any other derivative instrumentAffiliate has or may reasonably be expected to have any liability or obligation; (vviii) shareholderany agreement under which the consequences of a default or termination would reasonably be expected to, voting trust or similar contracts and agreements relating be material to the voting Company and the Subsidiaries, taken as a whole; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of shares or other equity or debt interests products entered into in the Ordinary Course of Business); (x) any agreement that purports on its face to bind any Affiliate of the Company or any Subsidiary (other than the Company or any Subsidiary) in any way, including, but not limited to, prohibiting such Affiliate from engaging in any business that they would otherwise have been permitted to engage in. (xi) any agreement under which the Company or any Subsidiary is restricted or prohibited from selling, licensing or otherwise distributing any of its Subsidiariestechnology or products, or providing services to, customers or potential customers or any class of customers, or otherwise engaging in a material aspect of the Company’s business in any geographic area, during any period of time or with any Person, or any segment of the market or line of business; (xii) any agreement which would entitle any third party to receive a license or any other right to intellectual property of the Buyer or any of the Buyer’s Affiliates following the Closing; and (xiii) any other agreement (or group of related agreements) either involving more than fifty thousand dollars ($50,000) or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Buyer a complete and accurate copy of each agreement listed in Section 2.12 or Section 2.14

Contracts. (a) Other than All material Contracts (collectively herein called the contracts or agreements “Company Contracts” and individually a “Company Contract”) to which a Target Company is a party, that are used in the Business are listed on Section 4.12(a) of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30Disclosure Schedule. In addition, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries Section 4.12(a) of the Company, each of the following contracts and agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofDisclosure Schedule includes: (i) contracts and agreements for any Contracts with customers pursuant to which a Target Company gathers, processes, treats, fractionates, transports, stores, sells or purchases Hydrocarbons or the purchase of inventories, goods products therefrom or other materials bywater, or for the furnishing of provides services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party related thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements any Contracts for the sale construction of inventories, goods gathering or other materialspipeline systems or processing, fractionation or for the furnishing storage facilities other than any such Contracts requiring aggregate payments of services, less than $250,000 or which are terminable by the applicable Target Company on sixty (60) days’ notice or less without payment by any Target Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements each Contract that (A) have constitutes a term of one year pipeline interconnect agreement or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materiala facility operating agreement; (iv) contracts and agreements any Contracts (A) governing for the terms purchase or sale of indebtednessany asset, equipment, supplies, goods or guarantees property or provision of indebtednessany service or (B) that grant a right or option to purchase or sell any asset or property or receive services other than, ofin each case, any such Contracts requiring aggregate payments of less than $250,000; (v) any Contracts providing for the lease of any item or secured by assets of, the Company or any items of its Subsidiaries personal property with annual rental expense under such lease in excess of $100,000 principal amount in 250,000 other than any such Contracts which are terminable by the aggregateapplicable Target Company on sixty (60) days’ notice or less without payment by a Target Company or any penalty; (vi) any Contracts under which a Target Company has created, incurred, assumed or guaranteed any outstanding Debt; (vii) any Contracts between (A) a Target Company, on the one hand, and any current or former employee, officer, manager, member or Affiliate of a Target Company, on the other hand, (B) a Target Company and any Employee, or (BC) governing a Target Company and one or more of the terms Members or any of "synthetic" their respective Employees; (viii) any collective bargaining Contracts; (ix) any outstanding futures, swap, collar, put, call, floor, cap, option, hedging, forward sale or capital leases other derivative Contracts involving Hydrocarbons or other commodity sales or trading; (x) any partnership, joint venture, strategic alliance or limited liability company agreements; (xi) except as contemplated by clauses (i) and (ii) above, any sales, distribution or other similar agreement providing for the sale by any Target Company of materials, supplies, goods, services, equipment or other assets that provides for annual payments to such Target Company of $250,000 or more; (xii) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by a Target Company of any operating business or equity interests of any other Person other than the MHA Acquisition; (xiii) any Contract under which a Target Company has made advances or loans or payments to any other Person; (xiv) any material management Contract or any material Contract with independent contractors or consultants (or similar arrangements) that are not cancelable without penalty or further payment and on not more than thirty (30) days’ notice; (xv) any employment or consulting agreement or indemnification agreement with any officers, managers, equityholders, employees or agents; and (xvi) any other Contract not described in the foregoing clauses (i) through (xvi) pursuant to which the Company or any of its Subsidiaries has financial obligations future liability in excess of $100,000250,000 for any year or $1,000,000 in the aggregate and that cannot be terminated by the Company on not more than sixty (60) days’ notice without payment or penalty. (b) Except as set forth in Section 4.12(b) of the Disclosure Schedule, all Company Contracts are valid and binding, in full force and effect and enforceable against the parties thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and the application of general principles of equity (regardless of whether that enforceability is considered in a Proceeding at law or in equity). Except as set forth in Section 4.12(b) of the Disclosure Schedule, each Target Company has performed, in all material respects, all obligations and is not in breach or default, in any material respect, under any Company Contract. Except as set forth in Section 4.12(b) of the Disclosure Schedule, to the Company’s Knowledge, no event has occurred, which after notice or lapse of time, or both, would constitute a material default by a Target Company under any Company Contract or, to the Company’s Knowledge, any other party to any Company Contract. (Cc) providing for all obligations Except as set forth in Section 4.12(c) of the Disclosure Schedule, and except for this Agreement, no Target Company is a party to, and its Subsidiaries the Properties are not subject to any Contract that: (i) prohibits a Target Company from competing in any line of business or in any geographic area or from soliciting or hiring any person with respect to employment; (ii) requires a Target Company to acquire (by merger, purchase of interest rate swap stock or assets or otherwise) any operating business or material assets or equity interests of any Person; (iii) provides for the deferred payment of any purchase price including any “earnout” or other contingent fee management; (iv) grants to a third Person a right of first refusal, option, preferential right or similar agreements, commodity swaps right to acquire Properties or options or similar agreements or foreign currency hedge, exchange or similar agreements the Business or any other derivative instrumentportion thereof; (v) shareholder, voting trust grants “most favored nation” pricing to a customer or similar contracts and agreements relating counterparty; (vi) would require a payment to be made by a Target Company at or following the voting of shares or other equity or debt interests Closing as a result of the consummation of the transactions contemplated hereby; (vii) involves a prepayment by a counterparty to a Target Company for services to be performed by such Target Company following the Closing; or (viii) creates Debt for which a Target Company could have liability following the Closing Date. (d) Except as set forth in Section 4.12(d) of the Disclosure Schedule, and except for this Agreement, no Target Company is a party to, and the Properties are not subject to, any Contract between a Target Company and a Member or any of its Subsidiaries;Affiliates.

Contracts. (a) Other than the contracts or agreements Section 2.15 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts and agreements written arrangements (including without limitation written agreements) to which the Company or any of its Subsidiaries Seller is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofparty: (i) contracts and agreements any written arrangement (or group of related written arrangements) for the purchase lease of inventories, goods personal property from or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of to third parties involving more than $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltyper year; (ii) contracts and agreements any written arrangement (or group of related written arrangements) for the purchase or sale of inventoriesraw materials, commodities, supplies, products or other personal property (including without limitation any written arrangement in which the Seller has granted manufacturing rights, "most favored nation" pricing provisions or marketing or distribution rights relating to any products or territory, has agreed to purchase a minimum quantity of goods or other materialshas agreed to purchase goods exclusively from a certain party), involving more than $100,000 during the most recent twelve months or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries involving an obligation in excess of $100,000 and (B) have a term of one year or more and are not terminable by to be performed after the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltyClosing; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that any written arrangement involving more than $100,000 (Aor group of related written arrangements) have for the furnishing or receipt of services (including without limitation any written arrangement in which the Seller has agreed to purchase a term minimum quantity of one year services or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialhas agreed to purchase services exclusively from a certain party); (iv) contracts and agreements (A) governing the terms of indebtedness, any written arrangement establishing a partnership or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrumentjoint venture; (v) shareholderany written arrangement (or group of related written arrangements) under which it has created, voting trust incurred, assumed, or similar contracts and agreements relating to the voting of shares guaranteed (or other equity may create, incur, assume, or debt interests of the Company guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 per year or under which it has imposed (or may impose) a Security Interest on any of its Subsidiariesassets, tangible or intangible; (vi) any written arrangement concerning confidentiality or noncompetition; (vii) any written arrangement under which the consequences of a default or termination, any director, officer or member of management of the Seller has reason to believe, could have a material adverse effect on the assets, business, financial condition, results of operations or future prospects of the Seller; and (viii) any written arrangement (or group of related written arrangements) (A) not described (without regard to dollar amount) in paragraphs (i) through (vii) above and (B) either involving more than $50,000 or not entered into in the Ordinary Course of Business. (b) The Seller has delivered to the Buyer a correct and complete copy of each written arrangement (as amended to date) listed in Section 2.15 of the Disclosure Schedule. With respect to each written arrangement so listed: (i) the written arrangement is legal, valid, binding and enforceable and in full force and effect; (ii) the written arrangement is assignable by the Seller to the Buyer without the consent or approval of any party (except as set forth in Section 2.15 of the Disclosure Schedule) and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; and (iii) to the knowledge of the Seller, no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration, under the written arrangement. The Seller is not a party to any oral contract, agreement or other arrangement which, if reduced to written form, would be required to be listed in Section 2.15 of the Disclosure Schedule under the terms of this Section 2.15.

Contracts. (a) Other than the contracts or agreements Section 3.11(a) of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Merger Partner Disclosure Schedule lists the following contracts and agreements (written or oral) to which the Company Merger Partner or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereofof this Agreement: (i) contracts any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $150,000 per annum or having a remaining term longer than six months; (ii) any agreement (or group of related agreements) that is not terminable without cause by Merger Partner with less than 120 days notice without penalty, including the payment of any termination fee or refund of amounts previously received, and agreements that is for the purchase or sale of inventories, goods or other materials by, products or for the furnishing or receipt of services to(A) which calls for performance over a period of more than one year, (B) which involves an aggregate of more than $150,000 or (C) in which Merger Partner or any of its Subsidiaries has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a particular party; (iii) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $150,000 or under which it has imposed (or may impose) a Lien on any of its assets, tangible or intangible; (v) any agreement for the disposition of any significant portion of the assets or business of Merger Partner or any of its Subsidiaries (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vi) any employment or consulting agreement; (vii) any agreement involving any current or former officer, director or stockholder of Merger Partner or an Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be likely to have a Merger Partner Material Adverse Effect; (ix) any agreement which contains any provisions requiring Merger Partner or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any agreement that could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of Merger Partner or any of its Subsidiaries or Public Company or any of its Subsidiaries that as currently conducted and as currently proposed to be conducted; (Axi) require payments by the Company any agreement under which Merger Partner or any of its Subsidiaries is restricted from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in excess any geographic area, during any period of $25,000 and (B) have a term time or any segment of one year the market or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice line of six months or less without penaltybusiness; (iixii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to agreement under which the Company Merger Partner or any of its Subsidiaries has financial obligations in excess licensed any material Intellectual Property to or from any third party (excluding currently-available, off-the-shelf software programs that are licensed by Merger Partner or any of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements pursuant to “shrink wrap” licenses under which aggregate fees and royalties paid to the licensor do not exceed $50,000 annually); (xiii) any agreement that would entitle any third party to receive a license or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating right to the voting intellectual property of shares or other equity or debt interests of the Public Company or any of Public Company’s Affiliates following the Closing; and (xiv) any other agreement (or group of related agreements) (A) involving more than $150,000 or (B) not entered into in the Ordinary Course of Business. (b) Merger Partner has provided or made available to Public Company a complete and accurate copy of each agreement listed in Section 3.10 or Section 3.11 of the Merger Partner Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither Merger Partner nor any of its Subsidiaries;Subsidiaries nor, to the knowledge of Merger Partner, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of Merger Partner, is threatened, which, with or without notice or lapse of time, or both, would constitute a breach, violation or default by Merger Partner or any of its Subsidiaries or, to the knowledge of Merger Partner, any other party under such agreement, except for breaches, violations or defaults that, individually or in the aggregate, have not had, and are not reasonably likely to have, a Merger Partner Material Adverse Effect. Neither Merger Partner nor any of its Subsidiaries has received any notice in writing from any other party, and, to the knowledge of Merger Partner, no party has threatened, to terminate, cancel, fail to renew or otherwise materially modify any such agreements the loss of which, individually or in the aggregate, is reasonably likely to have a Merger Partner Material Adverse Effect.

Contracts. (a) Other than the contracts or agreements ‎‎Section 3.17(a) of the Company included as exhibits Disclosure Schedule sets forth a true and complete list, and the Company has made available to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant Subscriber prior to the Exchange Act (the "MATERIAL CONTRACTS")date hereof true and complete copies, and contracts or agreements between of each Contract to which any member of the Company and its wholly owned Subsidiaries or Group is a party that (other than, in each case, any Contract between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which the Company or any of its Subsidiaries wholly owned Company Subsidiary, on the one hand, and any other wholly owned Company Subsidiary, on the other hand): (i) is an Affiliate Contract; (ii) is a party lease, sublease, license, occupancy agreement, concession or other Contract with respect to any Leased Real Property (the “Real Property Leases”) that involves aggregate annual payments in excess of $500,000; (iii) is a Contract involving aggregate consideration in excess of $3,000,000 per year (whether payable or receivable by the Company Group) and that cannot be cancelled by the Company Group without penalty or without more than ninety (90) days’ notice; (iv) is a partnership, joint venture or similar arrangement; (v) contains (A) covenants of the Company Group purporting to limit either the type or line of business in which the Company Group may engage or the geographic area in which any of them is bound may so engage, (contracts and agreements B) “take or pay,” “requirements” or other similar provisions obligating a Person to provide the quantity of goods or services required by another Person or (C) pricing or margin provisions that provide “most favored nation” or similar provisions with respect to pricing; (vi) evidences the creation, incurrence, assumption or guarantee of Indebtedness of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to PurchaserCompany Group in an amount in excess of $1,000,000, in each case as such Identified Contract is in effect or creation or incurrence of any Lien on any material property or asset of the date hereof:Company Group; (ivii) contracts and agreements grants any rights of first refusal, rights of first negotiation or other similar rights to any Person with respect to the sale, transfer, pledge or disposition of any business, property or asset, or any Equity Security, of the Company Group; (viii) provides for the purchase acquisition or disposition of inventoriesany business (or material properties or assets) of or by the Company Group (including Equity Securities) (whether by merger, goods or other materials bysale of Equity Securities, sale of assets, or otherwise), other than (1) Contracts entered prior to March 31, 2020 with no remaining material obligations, (2) any Contract that provides for the furnishing acquisition or disposition of services to, the Company inventory or any supplies of its Subsidiaries that (A) require payments or by the Company or any Company Subsidiary in the ordinary course of its Subsidiaries business and (3) nonexclusive licenses of Intellectual Property to any customer of the Company or any Company Subsidiary in the ordinary course of business; (ix) is a settlement Contract which materially affects the conduct of the Company Group’s businesses; (x) imposes exclusivity (other than non-competition covenants, which are addressed by clause ‎(v) above) or non-solicitation obligations on the Company Group, except for Contracts entered into in the ordinary course of business which impose exclusivity or non-solicitation obligations that are not material to the Company Group; (xi) requires the Company Group to make any capital commitment or capital expenditure in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty1,000,000 during any twelve -month period; (iixii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that is (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases Contract pursuant to which the Company or Group is granted rights under Intellectual Property of a third party that is material to the conduct of businesses of the Company Group other than Excluded Inbound Licenses, (B) a Contract pursuant to which the Company Group has granted rights under any Company Owned IP that is material to the business of its Subsidiaries has financial obligations in excess of $100,000the Company Group to any third parties, excluding Excluded Outbound Licenses, or (C) providing for all obligations a Contract to which the Company Group is a party or bound, which restricts, in any material respect, the right of the Company and its Subsidiaries in respect of interest rate swap Group to use or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or exploit any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating Company Owned IP which is material to the voting of shares or other equity or debt interests businesses of the Company Group, excluding Excluded Inbound Licenses and Excluded Outbound Licenses; or (xiii) is a Contract with a Significant Supplier, Significant Customer or Significant Distributor (each, as defined below) or a Governmental Entity, other than (A) purchase orders entered into in the ordinary course of business or (B) requests for quotations or development Contracts with Significant Customers entered into in the ordinary course of business. (b) Each Contract listed (or required to be listed) on ‎‎Section 3.17(a) of the Company Disclosure Schedule (and any Contract entered into after the date hereof in accordance with, and not in violation of, the provisions of its Subsidiaries;‎‎Section 5.01 that would have been listed (or required to be listed) on ‎‎Section 3.17(a) of the Company Disclosure Schedule if it was entered into prior to the date hereof) is referred to herein as a “Company Material Contract.” No member of the Company Group is in breach of or default under the terms of any Company Material Contract (and the Company Group has not received any written notice regarding any such breach or default), and, to the knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute a breach or default thereunder by any member of the Company Group, where such breach or default, individually or together with other such breaches or defaults, has been or would reasonably be expected to be material to the Company Group, taken as a whole. To the knowledge of the Company, no other party to any Company Material Contract is in breach of or in default under the terms of any Company Material Contract where such breach or default, individually or together with other such breaches or defaults, has been or would reasonably be expected to be material to the Company Group, taken as a whole. Each Company Material Contract is a valid and binding obligation of the Company Group and is in full force and effect, subject to the Bankruptcy and Equity Exception.

Contracts. (a) Other than the contracts or agreements Section 2.12 of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of Disclosure Schedule lists the following contracts and agreements (written or oral) to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of them is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case date of this Agreement (other than the Transaction Documentation (as such Identified Contract is in effect on the date hereof:hereinafter defined)): (i) contracts any agreement (or group of related agreements) for the lease of personal property from or to third parties which provides for lease payments in excess of $250,000 per annum and agreements which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of inventories, goods or other materials by, products or for the furnishing or receipt of services to(A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $250,000, or (B) in which the Company or any Company Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of its Subsidiaries goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (Av) require any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (vi) any agreement or commitment for capital expenditures in excess of $250,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $1,000,000 in the aggregate for all projects); and (vii) any other agreement (or group of related agreements) under which the Company is obligated to make payments or incur costs in excess of $250,000 in any year. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.12 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.12 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; and (ii) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Company Subsidiary or, to the knowledge of its Subsidiaries in excess of $25,000 the Company, any other party under such contract, except for any breach, violation or default that has not had and (B) would not reasonably be anticipated to have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of the Company or any of its Subsidiaries;Material Adverse Effect.

Contracts. (a) Other than Parent has made available to the contracts or agreements Company true, correct and complete copies, as of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30date of this Agreement, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements Contracts to which Parent or any of its Subsidiaries is a party: (i) each “material contract” (as such term is defined in Item 10.C and in Instructions As To Exhibits of Form 20-F) to which Parent or any of its Subsidiaries is a party to or bound; (ii) each Contract not contemplated by this Agreement that limits the ability of Parent or any of its Subsidiaries or Affiliates to engage in or compete with any line of business in any location or with any Person in any material manner; (iii) each Contract that creates a partnership, joint venture or any strategic alliance with respect to the Company or any of its Subsidiaries; (iv) each employment, consulting, services or similar Contract with any employee or independent contractor of Parent or any of its Subsidiaries involving more than $500,000 of annual compensation; (v) each indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or Contract providing for Indebtedness individually in excess of $10,000,000; (vi) each Contract entered into since January 1, 2024 that relates to the acquisition or disposition, directly or indirectly, of any business (whether by merger, amalgamation, sale of stock, sale of assets or otherwise) or any material assets, including any vessel (other than (A) this Agreement or (B) acquisitions or dispositions of supplies, inventory, merchandise or products (other than vessels) in the ordinary course of business or that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of Parent or its Subsidiaries), including also any such Contract whenever entered into that includes provisions that remain in effect in respect of “earn-outs” or deferred or contingent consideration; (vii) each ship-sales, memorandum of agreement, bareboat charter, or other vessel acquisition Contract entered into since January 1, 2024 for Newbuildings and secondhand vessels contracted for by Parent or any of its Subsidiaries (other than Company Owned Vessels) and other Contracts entered into since January 1, 2024 with respect to Newbuildings of Parent or any of its Subsidiaries and the financing thereof, including performance guarantees, counter guarantees, refund guarantees, supervision agreements and plan verification services agreements; (viii) each pool agreement, management agreement, crewing agreement or financial lease (including sale/leaseback or similar arrangements) with respect to any Parent Vessel; (ix) any Contract with a Third Party for the charter of any Parent Vessel; (x) each collective bargaining agreement or other Contract with a labor union to which Parent or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof:otherwise bound; (ixi) contracts and agreements each Contract that provides for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company indemnification by Parent or any of its Subsidiaries that to any Person other than a Contract entered into in the ordinary course of business; (Axii) require payments by the Company each Contract pursuant to which Parent or any of its Subsidiaries spent or received, in excess of the aggregate, more than $25,000 and 2,500,000 during the twelve (B12) have a term of one year months prior to the date hereof or could reasonably be expected to spend or receive, in the aggregate, more and are not terminable by than $2,500,000 during the Company or Subsidiary party thereto, as twelve (12) months immediately after the case may be, on notice of six months or less without penaltydate hereof; (iixiii) contracts and agreements for the sale of inventories, goods or other materials, or for the furnishing of services, by the Company each Contract to which Parent or any of its Subsidiaries is a party or otherwise bound that contains a so-called “most favored nations” provision or similar provisions requiring Parent or its Affiliates to offer to a Person any terms or conditions that are at least as favorable as those offered to one or more other Persons; and (Axiv) require payments to the Company each Contract involving a standstill or similar obligation of Parent or any of its Subsidiaries Subsidiaries. (b) Except as would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole, (i) each of the Material Contracts is valid, binding, enforceable and in excess full force and effect with respect to Parent and its Subsidiaries, and to the Knowledge of $100,000 Parent, the other parties thereto, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions and except for any Material Contracts that have expired or been terminated after the date hereof in accordance with its terms, and (Bii) have neither Parent nor any of its Subsidiaries, nor to the Knowledge of Parent any other party to a term of one year or more and are not terminable by the Company or Subsidiary party theretoMaterial Contract, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, has violated any provision of, or secured by assets oftaken or failed to take any act which, the Company with or any without notice, lapse of its Subsidiaries in excess of $100,000 principal amount in the aggregatetime, or (B) governing the terms both, would constitute a breach or default under, or give rise to any right of "synthetic" cancellation or capital leases pursuant to which the Company termination of or consent under, such Material Contract, and neither Parent nor any of its Subsidiaries has financial obligations in excess of $100,000received written notice that it has breached, violated or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or defaulted under any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of the Company or any of its Subsidiaries;Material Contract.

Contracts. (a) Other than the contracts or agreements Schedule 3.15(a) sets forth a complete list of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements to which the any Acquired Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements as of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaserdate of this Agreement (collectively, in each case as such Identified Contract is in effect on the date hereof:“Material Contracts”): (i) contracts any option, purchase and agreements sale contract or lease (whether real or personal property) providing for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require annual payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year 150,000 or more and are or that cannot terminable be terminated on not more than thirty (30) days’ notice without payment by the any Acquired Company or Subsidiary party thereto, as the case may be, on notice of six months or less without any penalty; (ii) contracts and agreements involving the annual expenditure by any Acquired Company of more than $150,000 in any instance for the sale purchase of inventories, goods or other materials, goods, supplies, equipment or for the furnishing of services, by the Company or excluding any of its Subsidiaries such contracts that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, Acquired Companies without penalty on notice of six months or less without penaltynot more than thirty (30) days’ notice; (iii) manufacturer's representativecontracts providing for payments to any Acquired Company of more than $150,000 in any instance for the sale of natural gas, sales agency and distribution materials, goods, supplies, equipment or services, excluding any such contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, Acquired Companies without penalty on notice of six months or less without penalty, or not more than thirty (B30) are otherwise materialdays’ notice; (iv) contracts and involving the annual expenditure by any Acquired Company of more than $150,000 for the purchase, sale, transportation or storage of coal; (v) any agreement relating to Indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), including indentures, mortgages, loan agreements, security agreements, or other agreements for the incurrence of debt, other than (A) governing trade accounts payable incurred in the terms Ordinary Course of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company Business and (B) any such agreement relating to indebtedness owed to Sellers or any of its Subsidiaries their Affiliates to be repaid on or before the Closing Date or owed to any Acquired Company; (vi) partnership, limited liability company, joint venture agreements or other agreements involving a sharing of profits or expenses by any Acquired Company; (vii) any agreement under which (A) any Person (including any Seller) has directly or indirectly guaranteed any liabilities or obligations of any Acquired Company (other than any such guarantee by any other Acquired Company) or (B) any Acquired Company has, directly or indirectly, guaranteed any liabilities or obligations of any other Person (including any Seller but excluding any other Acquired Company); (viii) any agreement prohibiting or limiting the ability of any Acquired Company to engage in any business activity or compete with any Person or prohibiting or limiting the ability of any Person to compete with any Acquired Company; (ix) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise), including any contract under which any Acquired Company will have Liabilities after the date of this Agreement relating to the acquisition or sale of any business enterprise; (x) distributor, dealer, sales agency, marketing or similar contracts under which any Acquired Company is obligated to pay after the date of this Agreement an amount in excess of $100,000 principal amount during any calendar year; (xi) any other contract providing that any Acquired Company will receive future payments aggregating more than $100,000 per annum or $500,000 in the aggregateaggregate prior the expiration of such contract; (xii) any contract with any current or former officer, director or employee of any Acquired Company or any of the Sellers involving annual consideration or payments in excess of $150,000, including offer letters with respect to employment scheduled to begin after the date hereof; (xiii) any consulting or similar agreement with an independent contractor providing for (A) annual payments by any Acquired Company in excess of $100,000 or (B) governing aggregate payments by any Acquired Company of $250,000, excluding any such contracts that are terminable by the terms Acquired Companies without penalty on not more than thirty (30) days notice; (xiv) any outstanding power-of-attorney empowering any Person not a current employee of "synthetic" any Acquired Company to act on behalf of any Acquired Company; (xv) any employee collective bargaining agreement with any labor union or capital leases pursuant to which the employees covering former, current or future employees of any Acquired Company or work done, being done or to be done in the future by any Acquired Company; (xvi) any contract mining agreement; and (xvii) any material agreement, commitment, arrangement or plan not made in the Ordinary Course of Business. (b) Each Material Contract is a valid and binding agreement of each Acquired Company which is a party thereto and, to the Knowledge of IRP GP and Resource Partners, each of the other parties thereto, enforceable by or against such Acquired Company and, to the Knowledge of IRP GP and Resource Partners, each of such other parties thereto in accordance with its Subsidiaries terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Resource Partners has financial obligations heretofore delivered to Buyer true and complete copies of all such written Material Contracts. Except as set forth in excess Schedule 3.15(b), none of $100,000the rights of the Acquired Companies under the Material Contracts have been assigned (including by an absolute assignment of rents or contracts) or collaterally assigned, assigned for the purpose of granting security, or (C) providing for all obligations are affected by any security interest or similar encumbrance. Except as set forth in Schedule 3.6, none of the Material Contracts require consent to consummate the Contemplated Transactions, whether by operation of law or otherwise. (c) Except as set forth on Schedule 3.15(c), (i) the applicable Acquired Company is, and its Subsidiaries at all times has been, in respect compliance in all material respects with all applicable terms and requirements of interest rate swap each Material Contract, (ii) to the Knowledge of IRP GP and Resource Partners, each other Person that has had any obligation or similar agreementsLiability under any Material Contract is, commodity swaps and at all times has been, in material compliance with all applicable terms and requirements of such Material Contract, (iii) to the Knowledge of IRP GP and Resource Partners no event has occurred or options circumstance exists that (with or similar agreements without notice or foreign currency hedgelapse of time) may contravene, exchange conflict with, or similar agreements result in a violation or breach of, or give the Acquired Companies, or any other derivative instrument; Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract, and (viv) shareholderno Acquired Company has been given or received from any Person at any time since January 1, voting trust 2009, any written notice or similar contracts and agreements relating other written communication or, to the voting Knowledge of shares IRP GP and Resource Partners, oral notice or other equity oral communication regarding any actual, alleged, possible, or debt interests of the Company potential violation or breach of, or default under, any of its Subsidiaries;Material Contract.

Contracts. (a) Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each Schedule 3.12 lists all of the following contracts Contracts (other than Employee Benefit Plans and agreements the Operating Agreements) in force that relate to the Business and the Acquired Assets to which the Company or any of its Subsidiaries Seller is a party or by which any of them is bound a beneficiary (contracts and agreements of collectively, the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof:“Material Contracts”): (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltyLeases; (ii) contracts and agreements for the sale of inventories, goods capital or other materials, operating leases or for the furnishing of services, by the Company or any of its Subsidiaries that (A) require payments to the Company or any of its Subsidiaries in excess of $100,000 and (B) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penaltyconditional sales agreements; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise materialjoint development agreements; (iv) contracts and Intellectual Property license agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar royalty agreements, commodity swaps whether Seller is the licensor or options or similar agreements or foreign currency hedgelicensee thereunder, exchange or similar agreements or any other derivative instrumentexcept Off-the-Shelf Software licenses; (v) shareholderconfidentiality and non-disclosure agreements (whether Seller is the beneficiary or the obligated party thereunder) entered into on or after January 1, voting trust 2011, other than those entered into in the Ordinary Course of Business; (vi) customer orders, services or sales contracts under which the customer is to make a payment or under which the Business is required to perform after the Closing Date, in each case either (a) with any customer listed on Schedule 3.21, or (b) with an annual contract value in excess of $1,000,000, or (c) in which Seller has granted “most favored nation” or other preferential pricing provisions or marketing, performance, distribution, exclusivity or territory rights; (vii) distributor, sales agency, sales representative and bureau agreements or similar contracts and agreements agreements, in each case with an annual contract value in excess of $250,000; (viii) other Contracts for the purchase of products or for the receipt of information or services by Seller in each case with an annual contract value in excess of $250,000, or Contracts involving future expenditures or Liabilities with an annual contract value in excess of $250,000, or in which Seller has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (ix) Contracts or commitments relating to commission or revenue sharing arrangements with others; (x) Contracts containing covenants limiting the freedom of Seller or the Business to engage in any line of business or to compete with any Person, or covenants which purport to be binding on or require compliance by Affiliates of Seller; (xi) Contracts for Debt, or Contracts entered into other than in the Ordinary Course of Business which require Seller to indemnify, hold harmless or guarantee the obligations of any other Person; and (xii) employment, consulting or other labor agreement, other than retention, separation or similar agreements. (b) Schedule 2.1(a)(ii) lists all of the Assigned Contracts. The Assigned Contracts include all existing Contracts relating to the voting Business and the Acquired Assets to which Seller is a party, excluding any Contract relating to any agreements (including any intercompany agreements between Seller and one or more of shares its Affiliates) that will be retained by Seller or other equity or debt interests cancelled at the Closing and excluding the Operating Agreements, which will be cancelled at Closing. Seller has made available to Buyer correct and complete copies of all Material Contracts, including all currently effective amendments, extensions, renewals and modifications thereto (subject to certain redactions in certain cases), and Seller has made available to Buyer a representative copy of its standard form of customer Contract and reseller Contract. Except as set forth on Schedule 3.12(b), all of the Company or Material Contracts are in full force and effect and binding upon Seller in accordance with their terms and, to the best of Seller’s Knowledge, the other parties thereto in accordance with their terms. None of the Material Contracts has been terminated, except as set forth on Schedule 3.12(b), nor has current written notice of termination been given to Seller with respect to any of its Subsidiaries;the Material Contracts, and except as set forth in Schedule 3.12(b), there exists no material breach or material default (or event, circumstance or condition, that with the giving of notice or the lapse of time, or both, would constitute a material breach or material default) on the part of Seller, or to Seller’s Knowledge, on the part of any other party, under any Material Contract. Except as set forth on Schedule 3.4, no Consent of any Person is required to assign any of the Material Contracts to Buyer and no right to terminate or rescind any Material Contract will be triggered by such assignment, the entrance into this Agreement or the consummation of the transactions contemplated hereby.

Contracts. (a) Other than the contracts or agreements Schedule 3.15 of the Company included Disclosure Schedule lists all contracts, agreements, guarantees, leases and executory commitments, other than Company Plans and any Material Contracts listed as exhibits an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended September 30any Company SEC Document, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries that exist as of the Company, each of the following contracts and agreements date hereof to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date hereof: (i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries is bound and which fall within any of the following categories (such agreements, as well as Company Plans and Material Contracts listed as an exhibit to any Company SEC Document, are collectively referred to as the “Material Contracts”): (i) any agreement, contract or commitment in connection with which or pursuant to which the Company and its Subsidiaries is likely to spend or receive, in the aggregate, more than $250,000 during either the current fiscal year or the next fiscal year, (ii) any non-competition, exclusivity or other similar agreement that (A) require payments by prohibits or otherwise restricts, in any material respect, the ability of the Company or any of its Subsidiaries to conduct their business, (iii) any employment, severance, change in excess of $25,000 and (B) have a term of one year control or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) contracts and agreements for the sale of inventories, goods consulting agreement with any executive officer or other materials, or for the furnishing employee of services, by the Company or any of its Subsidiaries that or member of the Company Board earning an annual base salary or other compensation in excess of $125,000, (Aiv) require joint venture agreements, (v) indentures, mortgages, promissory notes, loan agreements, letters of credit or guarantees under which the amount the amount outstanding or guaranteed is in excess of $100,000, other than guarantees made by the Company of any obligations of any of its Subsidiaries, or pursuant to which the Company has the right borrow in excess of $100,000, or providing for the creation of any security interest or lien upon any of the assets of the Company with an aggregate value in excess of $100,000, (vi) contracts (other than those described in clause (ix) below and other than ordinary course contracts providing for royalties to content rights holders or bounties or other similar payments related to customer or web traffic acquisition) providing for “earn-outs” or other contingent payments by the Company involving more than $200,000 in the aggregate during either the current fiscal year or the next fiscal year, (vii) contracts associated with off balance sheet financing in excess of $100,000 in the aggregate, including but not limited to arrangements for the sale of receivables, (viii) licenses or similar agreements granting the Company the right to use any material Intellectual Property (other than licenses for generally available “off the shelf” third party software or related Intellectual Property), or granting any third party the right to use any Company Intellectual Property (other than non-exclusive trademark and logo licenses granted by the Company to partners for marketing purposes and non-exclusive end-user or customer licenses granted by or to the Company or any of its Subsidiaries in excess the ordinary course of $100,000 and (B) business that have a term of less than one year remaining from the date of this Agreement or more and that are not terminable by without penalty upon 60 days or less notice), (ix) stock purchase agreements, asset purchase agreements or similar acquisition agreements relating to the purchase or sale of a business or the assets thereof, under which the Company or its Subsidiaries have any material remaining obligations, (x) lease agreements, purchase agreements and other similar agreements providing for or relating to the lease or acquisition of real property by the Company, with minimum payments in excess of $200,000 per year, or (xi) any other agreement that would be required to be filed as an exhibit to an Annual Report on Form 10-K of the Company if the Company were to file such report on the date of this Agreement (assuming for this purpose that the fiscal year covered thereby ended on the date of this Agreement). All Material Contracts to which the Company or its Subsidiaries are party or by which it is bound are valid and binding obligations of the Company or such Subsidiary and, to the Knowledge of the Company, the valid and binding obligation of each other party thereto, as except to the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, extent it has previously expired in accordance with its terms. Neither the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any other party thereto is in excess violation of $100,000 principal amount or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any such Material Contract, except for such violations and defaults which would not have, individually or in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the a Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any other derivative instrument; (v) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity or debt interests of the Company or any of its Subsidiaries;Material Adverse Effect.