Common use of Contracts Clause in Contracts

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies of each of the following to which the Company or any Company Subsidiary is a party (each, a “Material Contract”): (i) any contract or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contracts.

Contracts. The Company has Except as Previously Disclosed or provided (by hard copyDisclosed, electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies of each of the following to which neither the Company or nor any Company Subsidiary is a party (each, a “Material Contract”):to any contracts or agreements: (i1) any contract or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of businessbusiness consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000100,000, except for those issued in the ordinary course of business; (ii2) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii3) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv4) any that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000Person; (v5) any that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi6) any contract or agreement limiting, in any material respect, limiting the ability of the Company or any of the Company Subsidiaries to engage engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii7) any that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000100,000; (viii) any contract or agreement 8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000100,000); (ix9) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x10) any alliance, cooperation, that concerns a partnership or joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi11) any contract or agreement involving annual payments aggregate consideration liability in excess of $500,000 that 100,000 and which, in each case, cannot be cancelled by the Company or a Company Subsidiary without penalty on not or without more than 90 days’ notice; (xii12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking;; and (xiii13) any contract other contract, agreement or agreement with respect understanding material to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval their respective operations. Each Contract of a counterparty as a result of type Previously Disclosed above to this Section 2.2(t) (collectively, the consummation of the transactions contemplated by this Agreement. Each “Material Contract Contracts”), is (Ai) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (Bii) is in full force and effect and enforceable in accordance with its terms and (Ciii) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company’s Knowledge, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contractsagreement and no party thereto has repudiated any provision of such contract.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwisea) to the Investor or its representatives true, correct and complete copies of each Section 4.14(a) of the Company Disclosure Letter lists the following contracts to which any of the Company or any Company Subsidiary the Subsidiaries is a party (each, a “Material Contract”):or by which it is bound: (i) any contract (or agreement relating group of related contracts) involving the performance of services or the purchase of goods, materials or other assets by or to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien the Company or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoingSubsidiaries, but in any event excluding trade payables, securities transactions the performance of which will involve (A) annual payments to or from the Company and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess Subsidiaries of $500,000250,000 or more, except for those issued in or (B) aggregate payments (including termination penalties) to or from the ordinary course Company and the Subsidiaries of business$1,000,000 or more; (ii) any contract concerning a partnership, limited liability company or agreement that constitutes a collective bargaining or other arrangement with any labor unionjoint venture; (iii) any contract (or agreement that is a “material contract” within the meaning group of Item 601(b)(10related contracts) under which it has (x) created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of Regulation S-K$500,000 or (y) imposed an Encumbrance on any of its assets, tangible or intangible; (iv) any lease contract concerning confidentiality or agreement noncompetition or that limits or otherwise restricts the Company or any of the Subsidiaries or that would, after the Effective Time, limit or restrict Parent, the Surviving Corporation or any of the Subsidiaries or any successor thereto or any of their respective Affiliates, from engaging or competing in any line of business or in any geographic area, including any contract containing any "radius clause" applicable to markets in which the Company has operations; (v) any contract relating to collective bargaining or employee association; (vi) any contract for the employment of any individual on a full-time, part-time, consulting, or other basis who is an officer or director of the Company or any of the Subsidiaries or any Affiliate of any of them, or that provides for annual compensation in excess of $100,000 or any severance benefits; (vii) any contract under which the Company or any of the Subsidiaries has advanced or loaned any amount to any of its directors, officers or employees; (viii) any contract under which the consequences of a default or termination could reasonably be expected to have a Company Subsidiaries is lessee of, or holds or operates, any property owned by Material Adverse Effect; (ix) any other Person with annual rent payments contract (or group of related contracts) the performance of which involves aggregate consideration in excess of (A) $500,000250,000 or more annually, or (B) $1,000,000 or more in the aggregate; (vx) any lease contract that relates to any proposed Acquisition Proposal as to which discussions have not been terminated prior to the date of this Agreement, including all commitments containing confidentiality, standstill, non-solicitation or agreement under similar provisions; (xi) any contract to which the Company or any of the Company Subsidiaries is lessor of, has continuing indemnification obligations or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ noticepotential liability; (xii) any material hedgecontract providing for the sale or exchange of, collaror option to sell or exchange, optionany Property, forward purchasingor for the purchase or exchange of, swapor option to purchase or exchange, derivative or similar agreement, understanding or undertakingany real estate; (xiii) any contract for the acquisition or agreement with respect to the employment disposition, directly or service indirectly (by merger or otherwise), of any current assets or former directorsEquity Interests of another person for aggregate consideration in excess of $500,000, officers, employees or consultants of the Company or any of the Company Subsidiaries in each case other than, with respect to non-executive employees and consultants, than in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation pursuant to which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of manages any material assets or business; andreal property; (xv) any material advertising or other promotional contract providing for payment by the Company or agreement that would require any consent Subsidiary of $250,000 or approval of a counterparty as a result more; (xvi) any license, royalty or other contract concerning Intellectual Property (other than shrink-wrap software and databases licensed to the Company or to any of the consummation Subsidiaries under nonexclusive software licenses granted to end-user customers by third parties in the ordinary course of business of such third parties' businesses), such Company Disclosure Letter indicating, in the case of any such license, whether the Company or any of the transactions contemplated by this AgreementSubsidiaries is the licensee or licensor; and (xvii) each amendment, supplement and modification (whether written or oral) in respect of any of the foregoing. (b) The Company has made available to Parent a correct and complete copy of each written contract listed in Section 4.14(a) of the Company Disclosure Letter and a written summary setting forth the terms and conditions of each oral contract referred to in Section 4.14(a) of the Company Disclosure Letter. Each Material Contract With respect to each such contract (Aexcept as set forth in Section 4.14(a) of the Company Disclosure Letter): (i) the contract is legal, valid valid, binding, enforceable, and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and effect; (Cii) the contract will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other Effective Time; (iii) no party thereto is in material violation breach or default under any Material Contract. No benefits under any Material Contract will be increaseddefault, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse the passage of time or giving of notice would constitute a material breach or default default, or permit termination, modification, or acceleration, under the Material Contractscontract; and (iv) no party has repudiated any provision of the contract.

Contracts. The Company has Previously Disclosed or provided (by hard copya) Schedule 5.17(a) lists the following written Contracts (collectively, electronic data room or otherwisethe “Material Contracts”) to the Investor or its representatives true, correct and complete copies of each which any member of the following to which the Company or any Company Subsidiary Group is a party (each, a “Material Contract”):and which are currently in effect: (i) all Contracts that require annual payments or expenses by, or annual payments or income to, any contract or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any member of the foregoing, but in any event excluding trade payables, securities transactions Company Group of $500,000 or more (other than standard purchase and brokerage agreements arising sale orders entered into in the ordinary course of businessbusiness consistent with past practice); (ii) all sales, intercompany indebtedness advertising, agency, lobbying, broker, sales promotion, market research, marketing or similar contracts and immaterial leases agreements, in each case requiring the payment of any commissions by any member of the Company Group in excess of $500,000 annually; (iii) all employment Contracts, employee leasing Contracts, and consultant and sales representatives Contracts with any current or former officer, director, employee or consultant of the Company Group or other Person, under which any member of the Company Group (A) has continuing obligations for telephonespayment of annual compensation of at least $200,000 (other than oral arrangements for at-will employment), copy machines(B) has material severance or post termination obligations to such Person (other than COBRA obligations, facsimile machines 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 any member of the Company Group; (iv) all Contracts creating a material joint venture, material strategic alliance, material limited liability company and other office equipmentpartnership agreements; (v) all Contracts relating to any material acquisitions or dispositions of assets in excess of $500,000; (vi) all Contracts for material licensing agreements, except for those issued including Contracts licensing Intellectual Property Rights, other than (i) “shrink wrap” licenses, and (ii) non-exclusive licenses granted in the ordinary course of business; (iivii) all Contracts relating to material secrecy, confidentiality and nondisclosure agreements materially restricting the conduct of any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any member of the Company Subsidiaries is lessee of, Group or holds or operates, substantially limiting the freedom of any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any member of the Company Subsidiaries is lessor of, or permits any Person Group to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage compete in any line of business or to competebusiness, whether by restricting territories, customers or otherwise, with any Person or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000geographic area; (viii) any contract or agreement that relates all Contracts relating to material patents, trademarks, service marks, trade names, brands, copyrights, trade secrets and other material Intellectual Property Rights (other than a license granted to of the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000)Group; (ix) all Contracts providing for material guarantees, indemnification arrangements and other hold harmless arrangements made or provided by any contract or agreement that concerns the sale or acquisition of any material portion member of the Company’s business;Company Group, including all ongoing agreements for repair, warranty, maintenance, service, indemnification or similar obligations (x) all Contracts with or pertaining to any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing member of profits or losses relating to the Company or Group to which any Company SubsidiaryAffiliate is a party; (xi) all Contracts relating to property or assets (whether real or personal, tangible or intangible) in which any contract or agreement involving annual member of the Company Group holds a leasehold interest (including the Leases) and which involve payments to the lessor thereunder in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice100,000 per month; (xii) all Contracts 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 material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertakingsuch Contract with an aggregate outstanding principal amount not exceeding $1,000,000; (xiii) any contract or agreement with respect Contract relating to the employment voting or service control of the equity interests of any current or former directors, officers, employees or consultants member of the Company Group or the election of directors of any member of the Company Subsidiaries (other than, with respect to non-executive employees and consultants, in than the ordinary course Organizational Documents of businessthe Company Group); (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in whichContract that can be terminated, or the localities in which, all or any portion provisions of which are altered so that the purpose of the business of the Company or the Company Subsidiaries is or can Contract cannot be conductedachieved, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Agreement or any of the Additional Agreements; and (xv) any Contract for which any of the benefits, compensation or payments (Aor the vesting thereof) is legalwith respect to a director, valid and binding on the officer, employee or consultant of a member of Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) Group will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following increased or accelerated by the consummation of the transactions contemplated by hereby or the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation amount or default under any Material Contract. No benefits under any Material Contract value thereof will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by this Agreement. (b) Except as set forth on Schedule 5.17(b), (i) each Material Contract is a valid and binding agreement, is in full force and effect, and neither any member of the Transaction DocumentsCompany Group nor, to the Company’s knowledge, any other party thereto, is in material breach or material default (whether with or without the passage of time or the giving of notice or both) under the terms of any such Material Contract, (ii) no member of the Company Group has 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, (iii) no Contract (A) requires any member of the Company Group to post a bond or deliver any other form of security or payment to secure its obligations thereunder or (B) imposes any non-competition covenants that may be binding on and materially restrict the Business or require any payments by or with respect to the SPAC, any of its Affiliates, or the transactions contemplated hereby. The Company has previously provided to the SPAC true, correct, complete and fully executed copies of each Material Contract. (c) Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, none of the execution, delivery or performance by any member of the Company Subsidiaries, and Group of this Agreement or any Additional Agreements to the Knowledge which such member of the Company, each Company Group is a party or the consummation by any member of the other parties theretoCompany Group of the transactions contemplated hereby or thereby constitutes a default under or gives rise to any right of termination, have performed cancellation or acceleration of any obligation of the Company or to a loss of any material benefit to which the Company Group is entitled under any provision of any Material Contract. (d) Each member of the Company Group is in compliance in all material respects with all material obligations required to be performed by them under each Material Contractcovenants and all financial covenants in all notes, indentures, bonds and other instruments or agreements evidencing any Indebtedness. (e) Each of the material transactions between any member of the Company Group and any Shareholder, officer, employee or director of any member of the Company Group or any Affiliate of any such Person (if any) entered into or occurring prior to the Knowledge Closing (i) is arms-length transaction with fair market price and does not impair the interests of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modificationShareholders, or acceleration, under (ii) is transaction duly approved by the Material Contractsboard of directors in accordance with the Organizational Documents of such member of the Company Group (if applicable).

Contracts. The (a) Except for this Agreement and except as filed with the SEC as an exhibit to any Company has Previously Disclosed or provided (by hard copySEC Document, electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies of each as of the following to which date hereof, none of the Company or any Company Subsidiary of its Subsidiaries is a party to or is bound by any of the following categories of Contracts (eacheach such Contract required to be filed as an exhibit to any Company SEC Document or required to be listed in Section 3.15(a) of the Company Disclosure Letter, a “Company Material Contract”): (i) any contract or agreement relating Contract required to indebtedness be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act that has not been so filed (except for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees Company Plan listed in respect of any Section 3.11(a) of the foregoingCompany Disclosure Letter); (ii) any Contract to which the Company is a party that (a) restricts the ability of the Company, but its Subsidiaries or its Affiliates to (x) engage in or compete in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course geographic area or line of business, intercompany indebtedness and immaterial leases market or field, (y) transaction with any Person or (z) solicit any client or customer, in each case in any manner that is material to the Company or that would restrict in any material respect Parent or its Subsidiaries following the Closing, (b) requires the Company, its Subsidiaries or its Affiliates to conduct any business on a “most favored nations” basis with any third party that restricts in any material respect the business of the Company or that would restrict in any material respect Parent or its Subsidiaries following the Closing, or (c) provides for telephones“exclusivity,” rights of first refusal or offer or any similar requirement or right in favor of any third party that restricts in any material respect the business of the Company or that would restrict in any material respect Parent or its Subsidiaries following the Closing; (iii) any purchase, copy machinessale or supply Contract that contains “take or pay” provisions, facsimile machines and other office equipmentvolume requirements or commitments, exclusive or preferred purchasing arrangements, “most favored nation” provisions or promotional requirements; (iv) any Contract to which the Company is a party that provides for payments to or from the Company in excess of $500,000500,000 in the aggregate annually, except but excluding for those issued this purpose purchase orders for and invoices for transportation related to the shipment of inventory entered into on customary terms in the ordinary course of business; (iiv) any contract Contract creating, guaranteeing or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any securing indebtedness for borrowed money of the Company Subsidiaries is lessee ofCompany, or holds or operates, any property owned by any other Person with annual rent payments in each case in excess of $500,000; (vvi) any lease Contract with respect to the creation, formation, governance or agreement under control of any material partnerships, joint ventures or joint ownership arrangements with third parties; (vii) any Contract that (A) relates to the acquisition of material assets or capital stock or other securities (by merger, capital contribution or otherwise) of any Person after the date of this Agreement with a total consideration of more than $500,000 in the aggregate, (B) relates to the disposition (after the date of this Agreement), directly or indirectly, of material assets of the Company or its Subsidiaries or any capital stock or other securities (by merger, capital contribution or otherwise) of the Company or its Subsidiaries or (C) contains a put, call, right of first refusal or similar right pursuant to which the Company or its Subsidiaries could be required to purchase or sell, as applicable, any of the foregoing; (viii) any Contract that relates to the sale, transfer or other disposition of a business or assets by the Company pursuant to which the Company has any continuing indemnification, guarantee, “earnout” or other contingent, deferred or fixed payment obligations; (ix) any Contract with a term exceeding one year after the date of this Agreement which is a financial derivative interest rate hedge with a value in excess of $250,000; (x) any Contract pursuant to which the Company or any of the Company its Subsidiaries grants to or receives from a third party a license or other right to use any Intellectual Property that is lessor of, or permits any Person material to hold or operate, any property owned or controlled by the Company or any of its Subsidiaries or the Company Subsidiaries; (vi) any contract or agreement limitingoperation of their businesses, in any material respect, the ability of the Company or any of the Company Subsidiaries excluding non-exclusive licenses to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement software that relates to Intellectual Property Rights (other than a license granted is commercially available to the Company for commercially available public generally (including any such software licensed provided on standard terms a SaaS basis) in each case with a total replacement cost annual or one-time license, maintenance, support and other fees of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary250,000; (xi) each Contract that grants any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal refusal, first notice, first negotiation or right of first offer or similar right with respect to any assets, rights or that limits properties of the Company or purports its Subsidiaries; (xii) each Labor Agreement; (xiii) any Contract with a Governmental Entity; (xiv) the Company Real Property Leases; (xv) each Contract (other than any Organizational Document) between the Company or any of its Subsidiaries, on the one hand, and any director, officer or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including (but not limited to) any Contract pursuant to limit which the Company or any of its Subsidiaries has an obligation to indemnify such director, officer, Affiliate or “associate” or “immediate family” member, but excluding any Company Plan; (xvi) each Contract expressly limiting or restricting the ability of the Company or its Subsidiaries (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, (ii) to pledge their capital stock or other equity interests, (iii) to issue any guaranty, (iv) to make loans to the Company or its Subsidiaries, or (v) to grant liens on the property of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessits Subsidiaries; and (xvxvii) each Contract that obligates the Company or its Subsidiaries to make any material contract loans, advances or agreement 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, or (ii) loans, advances or capital contributions to, or investments in, any Person that would require any consent is not an Affiliate or approval Company Employee not in excess of $100,000 individually; (xviii) each Contract that is a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) bid bonds, payment bonds, performance bonds, Tax bonds, licensing bonds, reclamation bonds, surety bonds or any similar undertaking or financial security arrangements or (B) indemnity or underwriting agreements or other contracts with a surety, in each case in excess of $500,000. (b) Each Company Material Contract has not been terminated prior to the date of this Agreement, is legal, valid and binding on the Company and the Company each of its Subsidiaries which are a party to such contractthereto and, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge knowledge of the Company, any other party thereto is thereto, except (i) for such failures to be valid and binding or to be in material violation full force and effect that, individually or default in the aggregate, has not been, and would not reasonably be expected to be, materially adverse to the Company and its Subsidiaries, taken as a whole, or (ii) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. Except as, individually or in the aggregate, has not been, and would not reasonably be expected to be, materially adverse to the Company and its Subsidiaries, taken as a whole, there are no existing breaches or defaults under any Material Contract. No benefits under any Company Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, or Company Real Property Lease by the occurrence of Company or any of the transactions contemplated by the Transaction Documentsits Subsidiaries party thereto or, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge knowledge of the Company, each of the any other parties party thereto, have performed in all material respects all material obligations required and no event or action has occurred or failed to be performed occur that with the lapse of time or the giving of notice or both would constitute a default thereunder by them under each Material Contractthe Company or any of its Subsidiaries party thereto or, and to the Knowledge knowledge of the Company, any other party thereto. Prior to the date of this Agreement, the Company has made available to Parent accurate and complete copies of each Company 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 to the date of this Agreement, no event counterparty to a Company Material Contract or Company Real Property Lease has occurred that cancelled, terminated or substantially curtailed its relationship with the Company or its Subsidiaries, given notice to the Company or lapse its Subsidiaries of time would constitute a material breach any intention to cancel, terminate or default substantially curtail its relationship with the Company or permit terminationits Subsidiaries, modificationor, 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 acceleration, under the Material Contractsinsolvency.

Contracts. The (a) Except as filed as an exhibit to a Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) SEC Document prior to the Investor or its representatives truedate of this Agreement, correct and complete copies of except for the Company Benefit Plans, each of the following contracts, agreements or arrangements are set forth in Section 3.18(a) of the Company Disclosure Letter: (i) any agreement relating to indebtedness (other than agreements among direct or indirect wholly owned Company Subsidiaries) in excess of $10 million; (ii) any joint venture, partnership, limited liability company or other similar agreements or arrangements relating to the formation, creation, operation, management or control of any partnership, strategic alliance or joint venture; (iii) any agreement or series of related agreements, including any option agreement, relating to the acquisition or disposition of any material business or material real property (whether by merger, sale of stock, sale of assets or otherwise) exceeding $15 million individually or $30 million in the aggregate for a series of related agreements; (iv) any agreement (including any exclusivity agreement) that purports to limit or restrict in any material respect either the type of business in which the Company or any Company Subsidiary is a party (eachor, a “Material Contract”): (iafter the Effective Time, the Surviving Corporation or its Subsidiaries) any contract may engage or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien the manner or interest rate or currency hedging agreements (including guarantees locations in respect of which any of the foregoing, but them may so engage in any event excluding trade payables, securities transactions and brokerage agreements arising business in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or is currently engaged including any of the Company Subsidiaries is lessee ofcovenant not to compete, or holds or operates, any property owned by any other Person with annual rent payments in excess that could require the disposition of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company assets or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xiv) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled providing for the production by the Company or a any Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current product on an exclusive or former directors, officers, employees requirements basis or consultants of the purchase by the Company or any Company Subsidiary of the Company Subsidiaries other thanany product on an exclusive or output basis, with respect to non-executive employees and consultants, in each case not entered into in the ordinary course of businessbusiness consistent with past practice; (xivvi) any contract “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (vii) any agreement that involves expenditures or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability receipts of the Company or any Company Subsidiary in excess of $10 million per year not entered into in the ordinary course of business consistent with past practice; (viii) any agreement by which the Company or any Company Subsidiary licenses or otherwise obtains the right to solicit customers use material Intellectual Property rights of any other Person (other than licenses for readily available commercial software) or by which the manner Company or any Company Subsidiary is restricted in whichits right to use or register, or licenses or otherwise permits any other Person to use, enforce, or register any material Company Owned Intellectual Property; or (ix) any agreement the localities termination or breach of which would reasonably be expected to result in whicha Material Adverse Effect on the Company. (b) The agreements, all or any portion arrangements and plans that are required to be set forth in Section 3.18(a) of the Company Disclosure Letter, or that would be required to be set forth but for the filing thereof as exhibits to the Company SEC Documents, are referred to herein as the “Company Contracts.” Except with respect to matters that, individually or in the aggregate, have not resulted in and would not reasonably be expected to result in a material adverse effect on the business or operations of the Company and its Subsidiaries, each Company Contract is a valid and binding agreement of the Company or a Company Subsidiary, as the Company Subsidiaries is or can be conductedcase may be, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceableeffect, and in full force and effect in all material respects following the consummation none of the transactions contemplated by the Transaction Documents. Neither the Company, any Company nor any of the Company SubsidiariesSubsidiary or, nor to the Knowledge knowledge of the Company, any other party thereto is in default or breach in any material violation respect under the terms of any such Company Contract; and since January 1, 2009, neither the Company nor any Company Subsidiary, as the case may be, has waived any material right or default relinquished any material benefit under any Material such Company Contract. No benefits under any Material Contract will be increased, ; and no vesting event has occurred, which, after the giving of any benefits under any Material Contract will be acceleratednotice, with lapse of time, or otherwise, would constitute a material default by the occurrence of Company or any of the transactions contemplated by the Transaction DocumentsCompany Subsidiary or, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge knowledge of the Company, any other party under such Company Contract. True, correct and complete copies of each of the other parties thereto, such Company Contract (including all modifications and amendments thereto and waivers thereunder) have performed in all material respects all material obligations required been made available to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material ContractsParent.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) Except for Contracts filed as exhibits to the Investor or its representatives trueFiled SEC Documents, correct as of the date hereof there are no Contracts that are required to be filed as an exhibit to any Filed SEC Document under the Exchange Act and the rules and regulations promulgated thereunder. Except for Contracts filed in unredacted form as exhibits to the Filed SEC Documents, Section 3.01(h) of the Company Disclosure Schedule sets forth a true and complete copies of each of the following list of: (i) all Contracts to which the Company or any Company Subsidiary of its subsidiaries is a party (eachparty, a “Material Contract”): (i) any contract or agreement relating that purports to indebtedness for borrowed moneybe binding upon the Company, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company its subsidiaries or any of the Company Subsidiaries is lessee ofits affiliates, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; that contain a covenant (va "Restrictive Covenant") any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, materially restricting the ability of the Company or any of its subsidiaries (or which, following the consummation of the Merger, could materially restrict the ability of Parent or any of its subsidiaries, including the Company Subsidiaries and its subsidiaries) to engage compete in any line of business that is material to the Company and its subsidiaries, taken as a whole, or to competeParent and its subsidiaries, whether by restricting territoriestaken as a whole, customers or otherwise, with any person or in any other material respectgeographic area, with except for any Person; such Contract (viix) any settlement, conciliation that would not be expected to result in the Company incurring costs or similar agreement, the performance of which will involve payment after the Closing Date of consideration receiving revenues in excess of $500,0005,000,000 per year, (y) that may be canceled without penalty by the Company or any of its subsidiaries upon notice of 60 days or less or (z) the terms and scope (including with respect to any Restrictive Covenants) are customary in the airline industry for Contracts of that type; (viiiii) any contract or agreement that relates all material joint venture, partnership, business alliance (excluding information technology contracts), code sharing and frequent flyer agreements (including all material amendments to Intellectual Property Rights (other than a license granted to each of the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000foregoing agreements); (ixiii) any contract or agreement all maintenance agreements for repair and overhaul that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating would be expected to result in the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments incurring costs in excess of $500,000 that cannot be cancelled by 10,000,000 per year (including all material amendments to each of the Company or a Company Subsidiary without penalty on not more than 90 days’ notice;foregoing agreements); and (xiiiv) as of the date hereof, all loan agreements, credit agreements, notes, debentures, bonds, mortgages, indentures and other Contracts pursuant to which any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; indebtedness (xiiiwhich term shall include capital leases and operating leases) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees its subsidiaries is outstanding or may be incurred and consultants, in the ordinary course all guarantees of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of by the Company or any Company Subsidiary to solicit customers of its subsidiaries of any indebtedness of any other person (except for such indebtedness or guarantees of indebtedness the manner in whichaggregate principal amount of which does not exceed $10,000,000), or including the localities in which, all or any portion respective aggregate principal amounts outstanding as of the business date of this Agreement. The Company has previously disclosed to Parent in writing, based upon the assumptions in such writing, the aggregate amount of indebtedness (which shall be deemed solely for purposes of this sentence to consist of capital leases, aircraft operating leases and indebtedness for borrowed money) of the Company or and its subsidiaries (including all guarantees of indebtedness to third parties) as of the Company Subsidiaries is or can be conducted, or (y) right date of first refusal or right of first offer or similar right or that limits or purports to limit the ability this Agreement. None of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) its subsidiaries is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation violation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that (with or without notice or lapse of time or both) under, or has waived or failed to enforce any rights or benefits under, any Contract to which it is a party or by which it or any of its properties or assets is bound, and, to the knowledge of the Company or such subsidiary, no other party to any of its Contracts is in violation or default (with or without notice or lapse of time or both) under, or has waived or failed to enforce any rights or benefits under, and there has occurred no event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Contract except, in each case, for violations, defaults, waivers or failures to enforce benefits that individually or in the aggregate would constitute not be expected to result in (taking into account the likelihood of such result occurring and the expected magnitude of such event if it were to occur) a material breach adverse effect. Except as identified in writing by the Company to Parent prior to the date of this Agreement, the Company has delivered or default made available to Parent or permit termination, modification, or acceleration, under its representatives true and complete copies of all Contracts listed on Section 3.01(h) of the Material ContractsCompany Disclosure Schedule.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwisea) Section 2.16(a) of the Disclosure Schedule (with paragraph references corresponding to the Investor or its representatives true, correct those set forth below) contains a true and complete copies list of each of the following Contracts or other arrangements (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Parent prior to the execution of this Agreement) to which the Company Company, Galaxy Mall or any Company Subsidiary IMI is a party (each, a “Material Contract”):or by which any of their Assets and Properties are bound: (i) any contract (A) all Contracts (excluding Plans and Benefit Programs or agreement Agreements) providing for a commitment of employment or consultation services for a specified or unspecified term to, or otherwise relating to indebtedness for borrowed moneyemployment or the termination of employment of, letters any Employee, the name, position and rate of creditcompensation of each Employee party to such a Contract and the expiration date of each such Contract exceeding $50,000; and (B) any written or unwritten representations, capital lease obligationscommitments, obligations secured by a Lien promises, communications or interest rate courses of conduct (excluding Plans and Benefit Programs or currency hedging agreements Agreements and any such Contracts referred to in clause (including guarantees in respect of any A)) involving an obligation of the foregoingCompany, but Galaxy Mall or IMI to make payments in any event excluding trade payablesyear, securities transactions and brokerage agreements arising other than with respect to salary or incentive compensation payments in the ordinary course of business, intercompany indebtedness to any Employee exceeding $100,000 or any group of Employees exceeding $100,000 in the aggregate; (ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of the Company, Galaxy Mall or IMI to engage in any business activity or compete with any Person in connection with the Business or prohibiting or limiting the ability of any Person to compete with the Company, Galaxy Mall or IMI in connection with the Business; (iii) all partnership, joint venture, shareholders' or other similar Contracts with any Person in connection with the Business; (iv) all Contracts with distributors, dealers, manufacturer's representatives, sales agencies or franchises with whom the Company, Galaxy Mall or IMI deals in connection with the Business; (v) all Contracts relating to the future disposition or acquisition of any Assets and immaterial leases for telephonesProperties, copy machines, facsimile machines and other office equipment) in excess than dispositions or acquisitions of $500,000, except for those issued inventory in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement business consistent with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiariespast practice; (vi) all collective bargaining or similar labor Contracts covering any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any PersonEmployee; (vii) any settlement, conciliation all other Contracts (other than Plans and Benefit Programs or similar agreementAgreements, the performance Real Property Leases and insurance policies listed in Section 2.18 of which will the Disclosure Schedule and those Contracts listed on Section 2.15 or 2.17 of the Disclosure Schedule) with respect to the Business that (A) involve the payment or potential payment, pursuant to the terms of any such Contract, by or to Galaxy Mall or IMI of more than $25,000 annually and (B) cannot be terminated within thirty (30) days after giving notice of termination without resulting in any material cost or penalty to the Closing Date of consideration in excess of $500,000;Company, Galaxy Mall or IMI; and (viii) without limiting any contract of the foregoing, all Contracts relating to any strategic alliance with another Person, including, without limitation, Earthlink, Professional Marketing International, United Marketing Solutions, and International Television Products. Notwithstanding the foregoing, the Company represents and warrants that it or agreement that relates its Subsidiaries have entered into approximately 40,000 Contracts with online merchants and, with the consent of Parent, will not be required to Intellectual Property Rights (other than a license granted list each such Contract on the Disclosure Schedule unless any such Contract, individually, is material to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract Business or agreement that concerns the sale or acquisition of any material portion Condition of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing . The Company has hereto furnished to Parent representative examples of profits or losses relating to all of the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess types of $500,000 that cannot be cancelled online merchant Contracts presently used by the Company or a its Subsidiaries. The Company Subsidiary without penalty further represents and warrants that IMI has entered into approximately 100 customer Contracts and, with the consent of Parent, will not be required to list each such Contract on not more than 90 days’ notice;the Disclosure Schedule unless any such Contract, individually, exceeds $10,000. (xiib) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiiiEach Contract required to be disclosed in Section 2.16(a) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms terms, of each party thereto, except as enforcement thereof may be limited by (i) Laws of general application relating to bankruptcy, insolvency moratorium, reorganization or other similar Laws, both state and federal, affecting the enforcement of creditors' rights or remedies in general, and (Cii) will continue to be legalrules of Law governing specific performance, valid, binding, enforceable, injunctive relief and other equitable remedies; and except as disclosed in full force and effect in all material respects following the consummation Section 2.16(b) of the transactions contemplated by Disclosure Schedule, neither the Transaction Documents. Neither the Company Company, Galaxy Mall nor any of the Company SubsidiariesIMI nor, nor to the Knowledge of the Company, Galaxy Mall or IMI, any other party thereto is to such Contract is, or has received notice that it is, in material violation or breach of or default under any Material Contract. No benefits under any Material such Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that (or with notice or lapse of time or both, would constitute a material be in violation or breach of or default under any such Contract) in any material respect. (c) Except as disclosed in Section 2.16(c) of the Disclosure Schedule, (i) the execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, will not (A) result in or permit give to any Person any right of termination, modificationcancellation, acceleration or modification in or with respect to, (B) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or acceleration(C) result in the creation or imposition of any Lien upon the Company, under Galaxy Mall or IMI or any of their Assets and Properties under, any Contract, and (ii) Company, Galaxy Mall, and IMI are not parties to or bound by any Contract that has been or could reasonably be expected to be, individually or in the Material aggregate with any other Contracts, materially adverse to the Business or Condition of the Company, Galaxy Mall, or IMI.

Contracts. The Company has Previously Disclosed SCHEDULE 5.10 sets forth a list of all Contracts that are (x) material to the business or provided operations of Orion, taken as a whole, to either Orion Party; and (by hard copy, electronic data room or otherwisey) to which any of the Investor Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (a) any collective bargaining agreement; (b) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its representatives truecredit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, correct credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any 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 Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of the following to which the Company or any Company Subsidiary each oral arrangement so listed is a party (each, a “Material Contract”): (i) any contract or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect contained on SCHEDULE 5.10. The cancellation of any of the foregoing, but in Contracts listed on SCHEDULE 5.10 at any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled time by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party or parties thereto is in material violation or default under any would not have an Orion Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material ContractsAdverse Effect.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies of each Section 3.19 of the Seller Disclosure Schedule lists the following contracts and other agreements to which the Company or any Company Subsidiary Seller is a party or is bound in connection with the Business on the date hereof and identifies each such contract (eachif any) in which (i) an officer, director, member, manager or employee of Seller or (ii) an Affiliate of Seller has or holds (directly or indirectly) a “Material Contract”material interest (and Seller will update the Schedule as necessary at least five (5) days prior to Closing): (i) any contract agreement (or agreement relating group of related agreements), for the lease of personal property to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of from any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of businessPerson; (ii) any contract agreement (or agreement that constitutes a collective bargaining group of related agreements) requiring capital expenditures or for the purchase or sale of raw materials, commodities, supplies, products or other arrangement with any labor unionpersonal property, or for the furnishing or receipt of services (including advertising and marketing services), the performance of which will extend over a period of more than 30 days, result in a loss to Seller, or involve consideration in excess of $100,000; (iii) any contract agreement concerning a partnership or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-Kjoint venture; (iv) any lease agreement (or agreement group of related agreements) under which the Company Seller has created, incurred, assumed or guaranteed any indebtedness for borrowed money, or any of the Company Subsidiaries is lessee ofcapitalized lease obligation, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000500,000 or under which it has granted a Lien with respect to any of the Acquired Assets; (v) any lease agreement concerning confidentiality or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiariesnoncompetition; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Personcollective bargaining agreement; (vii) any settlement, conciliation or similar agreement, agreement for the performance employment of which will involve payment after the Closing Date of consideration any Key Business Employee providing annual salary (excluding bonus) in excess of $500,00050,000 or providing severance benefits; (viii) any contract agreement under which Seller has advanced or agreement that relates loaned any amount to Intellectual Property Rights (other than a license granted to any of the Company for commercially available software licensed on standard terms with a total replacement cost Business Employees or Key Business Employees outside the Ordinary Course of less than $500,000)Business; (ix) any contract agreement under which the consequences of a default or agreement that concerns termination could have a materially adverse effect on the sale financial condition, operations, results of operations or acquisition of any material portion future prospects of the Company’s businessBusiness; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing letters of profits or losses relating intent with respect to the Company or any Company Subsidiary;construction and/or establishment of contemplated Restaurants; and (xi) any contract other agreement (or agreement involving group of related agreements) the performance of which involves annual payments consideration in excess of $500,000 that cannot be cancelled by 250,000. Seller has delivered to Purchaser a correct and complete copy of each written agreement listed in Section 3.19 of the Company or Seller Disclosure Schedule and a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or written summary setting forth the terms and conditions of each oral agreement with referred to in Section 3.19 of the Seller Disclosure Schedule. With respect to the employment or service of any current or former directors, officers, employees or consultants each such agreement that is listed in Section 3.19 of the Company or any Seller Disclosure Schedule, except as described in Section 3.19 of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract Seller Disclosure Schedule: (A) the agreement is legal, valid valid, binding, enforceable and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and was entered into on an arms length basis; (CB) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the CompanySeller, any other no party thereto is in material violation breach or default under any Material Contract. No benefits under any Material Contract will be increaseddefault, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that which with notice or lapse of time would constitute a material breach or default default, or permit termination, modification, modification or acceleration, under the Material Contractsagreement; and (C) to the Knowledge of Seller, no party has repudiated any provision of the agreement.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies of each of the following to which the Company or any Company Subsidiary is a party (each, a “Material Contract”): (i) any contract or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000250,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000250,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000250,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000250,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 250,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not or without more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except in the cases of (B) and (C) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documentsthis Agreement, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documentsthis Agreement. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contracts.

Contracts. (a) The Company has Previously Disclosed or document titled “Material Contracts” that was provided (by hard copyto the WPZ Parties as of October 23, electronic 2014, in the virtual data room or otherwisemaintained by ACMP (the “ACMP Material Contracts List”) contains a true and complete listing and, with respect to any ACMP Partially Owned Entity, a true and complete listing to the Investor or its representatives trueKnowledge of the ACMP Parties, correct and complete copies of each of the following contracts and other agreements with respect to their assets or businesses, to which any of the Company or any Company Subsidiary ACMP Group Entities is a party as of the Execution Date (each, each such contract or agreement being referred to herein as a “ACMP Material Contract”):); provided, however, that, for the avoidance of doubt, any ACMP Material Contract filed as an exhibit in the ACMP SEC Reports shall be deemed to be disclosed in the ACMP Material Contracts List for purposes of this Section 4.13: (i) any contract or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a each “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-KK of the SEC); (ii) any natural gas gathering, processing, treating, transportation, storage, compression, purchase, operating, balancing, interconnection or other agreement or NGL marketing purchase or other agreement (or group of related agreements with the same Person) that involves annual revenues or payments in excess of $100,000,000; (iii) any agreement (or group of related agreements with the same Person) for the lease of personal property to or from any Person providing for lease payments in excess of $100,000,000 per annum; (iv) any lease agreement (or agreement under which group of related agreements with the Company same Person) for the purchase or any sale of the Company Subsidiaries is lessee ofraw materials, commodities, supplies, products, or holds other personal property, or operatesfor the furnishing or receipt of services, any property owned by any other Person with the performance of which is reasonably expected to involve annual rent payments consideration in excess of $500,000100,000,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than concerning a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperationpartnership, joint venture, shareholders, partnership investment or similar agreement other arrangement (A) involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of any of the Company or the Company Subsidiaries is or can be conductedACMP Group Entities, or (yB) right requiring any of first refusal the ACMP Group Entities to invest funds in or right make loans to, or purchase any securities of, another Person, venture or other business enterprise, in each of first offer clauses (A) and (B), that could reasonably be expected to involve amounts in excess of $100,000,000; (vi) any agreement (or similar right group of related agreements with the same Person) with respect to the creation, incurrence, assumption, or guaranteeing of any indebtedness for borrowed money, the deferred purchase price for real property, or any capitalized lease obligation; (vii) any agreement that prohibits or otherwise materially limits or purports to limit the ability of the Company or any of the Company Subsidiaries ACMP Group Entities to own, operate, sell, transfer, pledge or otherwise dispose of compete in any material assets respect in any line of business or business; andwith any Person or in any material geographic area during any period of time after the Closing; (xvviii) any material contract agreement with any of the ACMP Group Entities that individually involves annual revenues or payments in excess of $100,000,000; (ix) any collective bargaining agreement or other similar agreement with any labor union or organization to which any ACMP Group Entity is subject; (x) any lease under which an ACMP Group Entity is the lessor or lessee of real property that provides for an annual base rental to or from any of the ACMP Group Entities of more than $100,000,000; (xi) any easement agreement, right-of-way agreement, license or permit involving an annual payment of more than $100,000,000; (xii) any agreement that would require governs the use or development of Intellectual Property (other than off-the-shelf software license agreements); (xiii) any consent or approval agreement under which the consequences of a counterparty default or termination would have an ACMP Material Adverse Effect; or (xiv) any other agreement (or group of related agreements with the same Person) not enumerated in this Section 4.13, the performance of which by any party thereto involves consideration in excess of $100,000,000. (b) Except as would not, individually or in the aggregate, have an ACMP Material Adverse Effect, with respect to each of the ACMP Group Entities (but, with respect to any ACMP Partially Owned Entity, to the Knowledge of the ACMP Parties): (i) each ACMP Material Contract to which such entity is a result of party is legal, valid and binding on and enforceable against such entity, and in full force and effect; (ii) each ACMP Material Contract to which such entity is a party will continue to be legal, valid and binding on and enforceable against such entity, and in full force and effect on identical terms following the consummation of the transactions contemplated by this Agreement. Each Material Contract ; (Aiii) such entity that is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) each ACMP Material Contract is not in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceablebreach or default, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that which with notice or lapse of time would constitute a material breach or default by any such party, or permit termination, modification, or acceleration, under the ACMP Material ContractsContract; and (iv) to the Knowledge of the ACMP Parties, no other party to any ACMP Material Contract is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by such other party, or permit termination, modification or acceleration under any ACMP Material Contract other than in accordance with its terms nor has any other party repudiated any provision of the ACMP Material Contract.

Contracts. The (a) Except for the contracts and agreements described in Schedule 4.11 of the Company has Previously Disclosed Disclosure Schedule (collectively, the "COMPANY MATERIAL CONTRACTS"), neither Company nor the Company Subsidiaries is a party to or provided bound by the following contracts (by hard copywhich for purposes of this Agreement shall be deemed Company Material Contracts): (i) any distribution or software manufacturer's representative contract that represents ten percent (10%) or more of Company's consolidated annual revenues; (ii) any contract for the provision of software, electronic data room outsourcing or otherwiseconsulting services or computer hardware, including contracts billed on time plus materials and fixed-price contracts involving in the case of any such contact more than $3,000,000 per annum; (iii) any contract related to the Investor provision of services to early-stage entities in consideration for, among other things, equity interests in such entities, along with any subscription or its representatives trueother agreements with respect to investments in such entities and instruments or securities evidencing such equity interests, correct and complete copies including any warrants or options; (iv) any hedging arrangements, including any puts or call options; (v) any trust indenture, mortgage, promissory note, loan agreement or other contract for the borrowing of each money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the following type required to be capitalized in accordance with US GAAP; (vi) any contract for capital expenditures in excess of $3,000,000 in the aggregate; (vii) any contract limiting in any material respect the freedom of the Company or any Company Subsidiary to engage in any line of business or to compete with any other Person; (viii) any contract pursuant to which the Company or any Company Subsidiary is a party (each, a “Material Contract”): (i) any contract or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving in the case of the foregoing, but any such contract more than $3,000,000 in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000)calendar year; (ix) any contract with any Person (other than the Company or agreement that concerns any Company Subsidiary) with whom the sale Company or acquisition of any material portion Company Subsidiary does not deal at arm's length within the meaning of the Company’s businessCode; (x) any allianceagreement of guarantee, cooperationsupport, joint ventureindemnification, shareholdersassumption or endorsement of, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary;similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person; or (xi) any contract or agreement involving annual payments relating to the acquisition of a business for aggregate consideration in excess of $500,000 that cannot be cancelled by 1,000,000 entered into in the last three years. (b) Company or a and each Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants has performed all of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contractit and is entitled to all benefits under, and to the Knowledge of the Company, is not alleged to be in default in respect of any Company Material Contract. Each of the Company Material Contracts is in full force and effect, unamended, and there exists no default or event has occurred that of default or event, occurrence, condition or act, with notice respect to Company or any Company Subsidiary or to the Knowledge of Company with respect to the other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or conditions, would constitute become a material breach or default or permit terminationevent of default under any Company Material Contract. True, modification, correct and complete copies of all Company Material Contracts have been delivered or acceleration, under the Material Contractsmade available to Parent.

Contracts. The Except as set forth in the Disclosure Letter, neither the Company nor any of its Subsidiaries has Previously Disclosed any current or provided (by hard copyfuture rights, electronic data room responsibilities, obligations or otherwise) to liabilities, in each case as of the Investor or its representatives truedate of this Agreement, correct and complete copies of each under any of the following to which the Company or any Company Subsidiary is a party (each, a “Material Contract”): (a) any Contract relating to Intellectual Property that is material to the Company and its Subsidiaries, taken as a whole; (b) any Contract that would be required to be filed or furnished by the Company pursuant to Item 19 and paragraph 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (c) any Contract involving payments by the Company or any of its Subsidiaries in excess of US$7 million in the aggregate under each such Contract; (d) any Contract, including any distribution agreements, containing covenants directly or explicitly limiting in any material respect the freedom of the Company and its Subsidiaries as a whole to compete in any geographic area, industry or line of business or with any Person or to offer any of its products or services, or any material exclusivity agreement relating to Intellectual Property, business opportunity or any resources or assets of the Company or any of its Subsidiaries; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for the borrowing of money or pledging or granting a security interest in respect of an aggregate amount of US$5 million or more; (f) share or stock redemption or purchase agreements or other agreements affecting or relating to the share capital of the Company or any of its Subsidiaries, including, without limitation, any agreement with any shareholder of the Company or any of its Subsidiaries which includes, without limitation, anti-dilution rights, voting arrangements or operating covenants; (g) any royalty or dividend arrangement that involves the payment by the Company of more than US$4 million annually based on the revenues or profits of the Company or any of its Subsidiaries or based on the revenues or profits derived from any material contract; (h) any material acquisition, merger, asset purchase or other similar agreement; (i) any contract or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement Contract under which the Company or any of the Company its Subsidiaries is lessee ofhas granted any Person any registration rights, or holds any right of first refusal, first offer or operates, first negotiation with respect to any property owned by Securities or securities of any other Person with annual rent payments in excess Subsidiaries of $500,000the Company; (vj) any lease Contract relating to the formation, creation, operation, management or agreement under control of any partnership, joint venture, limited liability company or similar arrangement; or (k) any Contract that contains a put, call or similar right pursuant to which the Company or any of the Company its Subsidiaries is lessor ofcould be required to purchase or sell, or permits any Person to hold or operateas applicable, any property owned or controlled by the Company or equity interests of any Person. Each of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries Material Contracts is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and effect, is enforceable in accordance with its terms terms, subject to the Bankruptcy and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction DocumentsEquity Exception. Neither the Company nor any of the Company Subsidiariesits Subsidiaries has violated or breached, nor or committed any default under, any Material Contract, and, to the Knowledge of the Company’s knowledge, no other Person has violated or breached, or committed any other party thereto is in material violation or default under any Material Contract, except for violations, breaches or defaults which would not, individually or in the aggregate, in each case, reasonably be expected to have a Material Adverse Effect. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of To the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company’s knowledge, no event has occurred occurred, and no circumstance or condition exists, that (with or without notice or lapse of time or both) would constitute reasonably be expected to: (A) result in a material violation or breach or of any of the provisions of any Material Contract, (B) give any Person the right to declare a default or permit terminationexercise any remedy under any Material Contract, modification(C) give any Person the right to accelerate the maturity or performance of any Material Contract or (D) give any Person the right to cancel, terminate or accelerationmodify any Material Contract, under the except, in each case, as would not reasonably be expected to have a Material ContractsAdverse Effect.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to Part 3.10 of the Investor or its representatives true, Disclosure Schedule sets forth a complete and correct and complete copies list of each of the following contracts, agreements, leases, licenses and obligations related to which the Company or any Company Subsidiary is a party (each, a “Material Contract”): (i) any contract or agreement relating Business to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company Subsidiaries Shareholders is lessee ofa party or bound (the “Contracts”). The Contracts are valid, binding and enforceable in accordance with their respective terms, and are in full force and effect. There are no existing material defaults thereunder and no event of default has occurred which (whether with or holds without notice, lapse of time or operates, any property owned by any other Person with annual rent payments in excess of $500,000;both) would constitute a material default thereunder: (va) any lease Contracts concerning confidentiality (other than typical confidentiality provisions contained in Contracts entered into in the ordinary course of business) or agreement under which the Company that purport to limit, curtail or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, restrict the ability of the Company or any of the Company Subsidiaries its future subsidiaries or Affiliates to engage conduct business in any geographic area or line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, restrict the Persons with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of whom the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of its future subsidiaries or Affiliates may do business; (xivb) Contracts with any contract employee, consultant or other independent contractor (including contracts with or “leases” from any truck owner-operator), and any offer letters for employment with the Company outstanding, including but not limited to any Contracts providing for any commission based compensation, profit sharing, severance payments or benefits, relocation payments or benefits, bonuses, change in control payments or benefits, and the details of any such compensation agreement containing or arrangement; (c) Contracts with any labor union or other representative of employees (xincluding any collective bargaining agreement); (d) Contracts with any employee leasing or temporary staffing agencies for the engagement of any leased employees or independent contractors; (e) Contracts with any present or former officer, director or stockholder of the Company, or any Affiliate of such officer, director or stockholder, including any agreement providing for the employment of, furnishing of services by, rental of assets from or to, or otherwise requiring payments to, any such officer, director, stockholder or Affiliate, in each case, other than (A) advances or reimbursements for travel and entertainment expenses, (B) employee confidentiality and non-competition disclosure agreements on the Company’s standard form, and (C) employee benefits generally available to employees. (f) Contracts under which the Company has advanced or exclusive dealing obligations loaned any amount to any of its employees or other obligation Affiliates of the Company and which purports has not been repaid in full prior to limit or restrict in the date of this Purchase Agreement; (g) Contracts granting any power of attorney with respect to the ability affairs of the Company or any Company Subsidiary otherwise conferring agency or other power or authority to solicit customers bind the Company; (h) partnership or joint venture agreements; (i) Contracts for the manner in whichacquisition, sale or the localities in which, all lease of material properties or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets (by merger, purchase or business; andsale of stock or assets or otherwise); (xvj) Contracts with any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contracts.Governmental Body;

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwisea) to Section 3.10(a) of the Investor or its representatives true, correct Seller Disclosure Schedule sets forth an accurate and complete copies list as of the date hereof of each of the following Contract to which the Company or any Company Subsidiary is a party (eachparty, a “Material Contract”):which: (i) any contract or agreement relating to indebtedness for borrowed money, letters includes a term extending more than one (1) year beyond the date of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of businessthis Agreement; (ii) any contract involves future annual expenditures or agreement that constitutes a collective bargaining or other arrangement with any labor unionreceipts by the Company in excess of $5,000 in the aggregate during the term thereof; (iii) any contract pursuant to which the Company sells products to customers or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-Kvendors; (iv) relates to the borrowing of money or guarantying any lease obligation for borrowed money or agreement under otherwise, including any Contract that is a (A) mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of money, (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which the Company is the beneficiary, but excluding endorsements of instruments for collection) or any of the Company Subsidiaries is lessee of(C) currency or interest rate swap, collar or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000hedge agreements; (v) any lease or agreement under which affects the Company or any of the Company Subsidiaries is lessor ownership of, leasing of, title to, use of, or permits any Person to hold or operate, other possessory interest in any property owned or controlled by the Company or any of the Company SubsidiariesProperties; (vi) pursuant to which the Company uses Intellectual Property owned by a third party, except for any contract license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $1,000 under which the Company is the licensee; (vii) involves any labor union or agreement limiting, other employee representative of a group of employees; (viii) creates a partnership or joint venture with any other Person; (ix) contains covenants that in any material respect, way purport to restrict the ability business activity of the Company or any limit the freedom of the Company Subsidiaries to engage in any line of business or business, to compete, whether by restricting territories, customers or otherwise, or in any other material respect, compete with any Person; (vii) Person or solicit or hire any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates person with respect to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s businessemployment; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating pursuant to which the Company extends a written warranty, guaranty or any Company Subsidiaryother similar undertaking with respect to contractual performance; (xi) any contract or agreement involving annual provides for payments in excess to Employees as a result of $500,000 that cannot be cancelled the transactions contemplated by the Company or a Company Subsidiary without penalty on not more than 90 days’ noticethis Agreement; (xii) involves the sale of any material hedge, collar, option, forward purchasing, swap, derivative of the assets of the Company other than in the ordinary course of business or similar agreement, understanding or undertakingfor the grant to any Person of any preferential rights to purchase any of the Company’s assets; (xiii) relates to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any contract operating business or agreement with material assets or the capital stock of any other Person; (xiv) obligates the Company to provide or obtain products or services for a period of one (1) year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xv) under the terms thereof, the Company has made advances or loans to any other Person; (xvi) provides for severance, retention, change in control or other similar payments; (xvii) provides for the employment of any individual on a full-time, part-time or consulting or other basis; and (xviii) is otherwise material to the Company. The Contracts listed in Section 3.10(a) of the Seller Disclosure Schedule are referred to in this Agreement as the “Material Contracts”. (b) With respect to each such Material Contract, neither the employment Company party to the Material Contract nor any other party to the Material Contract is in breach or service default under any material provisions of any current such Material Contract except for such breaches or former directors, officers, employees defaults as to which requisite waivers or consultants consents have been issued or obtained. No event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default on the part of the Company or any other party under any Material Contract. Upon consummation of the Company Subsidiaries other thantransactions contemplated by this Agreement, with respect to non-executive employees each Material Contract will, except as otherwise stated in Section 3.10(b) of the Seller Disclosure Schedule, continue in full force and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations effect without penalty or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of adverse consequence triggered by the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on enforceable as to the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (Cii) will continue rules of law governing specific performance, injunctive relief and other equitable remedies. From January 1, 2011 to be legalthe date hereof, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor (i) no party to any of the Company SubsidiariesMaterial Contracts has exercised any termination rights with respect thereto, nor (ii) no party has given written notice of any significant dispute with respect to any Material Contract, and (iii) no party has provided written notification to the Knowledge Seller or the Company that it will stop or, other than generally applicable price increases, materially alter the pricing or terms of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and Seller has delivered to the Knowledge Purchaser true, correct and complete copies of the Company, each all of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contracts, together with all amendments, modifications or supplements thereto.

Contracts. The (a) Except as filed as an exhibit to a Company has Previously Disclosed SEC Document prior to the date of this Agreement, and except for the Company Benefit Plans, neither the Company nor any Company Subsidiary is a party to or provided bound by, nor are any of their respective assets, businesses or operations party to, or bound or affected by, or receive benefits under: (i) any agreement relating to indebtedness (other than agreements among direct or indirect wholly-owned Company Subsidiaries) in excess of $5 million; (ii) any joint venture, partnership, limited liability company or other similar agreements or arrangements relating to the formation, creation, operation, management or control of any partnership, strategic alliance or joint venture; (iii) any agreement or series of related agreements, including any option agreement, relating to the acquisition or disposition of any material business or material real property (whether by hard copymerger, electronic data room sale of stock, sale of assets or otherwise); (iv) any agreement (including any exclusivity agreement) that purports to limit or restrict in any material respect either the Investor or its representatives true, correct and complete copies type of each of the following to business in which the Company or any Company Subsidiary is a party (eachor, a “Material Contract”): (iafter the Effective Time, the Surviving Corporation or its Subsidiaries) any contract may engage or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien the manner or interest rate or currency hedging agreements (including guarantees locations in respect of which any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to them may so engage in any business including any covenant not to compete or could require the disposition of any material assets or line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xiv) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled providing for the production by the Company or a any Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current product on an exclusive or former directors, officers, employees requirements basis or consultants of the purchase by the Company or any Company Subsidiary of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of businessany product on an exclusive or output basis; (xivvi) any contract other agreement or amendment thereto that would be required to be filed as an exhibit to any Company SEC Document (as described in Items 601(b)(4) and 601(b)(10) of Regulation S—K under the Securities Act) that has not been filed as an exhibit to or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement; (vii) any agreement containing any (x) non-competition that involves expenditures or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability receipts of the Company or any Company Subsidiary in excess of $5 million per year not entered into in the ordinary course of business consistent with past practice; (viii) any agreement by which the Company or any Company Subsidiary licenses or otherwise obtains the right to solicit customers use material Intellectual Property rights of any other Person (other than licenses for readily available commercial software) or by which the Company or any Company Subsidiary is restricted in its right to use or register, or licenses or otherwise permits any other Person to use, enforce, or register any material Company Owned Intellectual Property; or (ix) any agreement the termination or breach of which or the manner failure to obtain consent in whichrespect of would reasonably be expected to result in a Material Adverse Effect on the Company. (b) The agreements, commitments, arrangements and plans, whether written or the localities oral, listed or required to be listed in which, all or any portion Section 3.18(a) of the business Company Disclosure Letter 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 Company Subsidiaries is or can be conductedcase may be, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceableeffect, and in full force and effect in all material respects following the consummation none of the transactions contemplated by the Transaction Documents. Neither the Company, any Company nor any of the Company SubsidiariesSubsidiary or, nor to the Knowledge knowledge of the Company, any other party thereto is in default or breach in any material violation or default respect under the terms of any Material such Company Contract. No benefits under any Material Contract will be increased, ; and no vesting event has occurred, which, after the giving of any benefits under any Material Contract will be acceleratednotice, with lapse of time, or otherwise, would constitute a material default by the occurrence of Company or any of the transactions contemplated by the Transaction DocumentsCompany Subsidiary or, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge knowledge of the Company, any other party under such Company Contract. True, correct and complete copies of each of the other parties thereto, such Company Contract (including all modifications and amendments thereto and waivers thereunder) have performed in all material respects all material obligations required been made available to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material ContractsParent.

Contracts. (a) The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to the Investor or its representatives true, correct Disclosure Schedule contains a true and complete copies list of each of the following written or oral contracts, agreements or other arrangements to which the Company or any Company Subsidiary is a party or by which any of its Assets and Properties is bound (eachand, a “Material Contract”to the extent oral, accurately describes the terms of such contracts, agreements and arrangements): (i) any contract all collective bargaining or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of businesssimilar labor agreements; (ii) all contracts for the employment of any contract or agreement that constitutes a collective bargaining officer, employee or other arrangement with any labor unionperson or entity on a full time, part time, consulting or other basis; (iii) all loan agreements, indentures, debentures, notes or letters of credit relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any contract material asset or agreement that is a “material contract” within group of assets of the meaning of Item 601(b)(10) of Regulation S-KCompany; (iv) all guarantees of any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000obligation; (v) any lease all leases or agreement agreements under which the Company is lessee or any of the Company Subsidiaries is lessor of, or permits any Person to hold holds, or operateoperates, any property property, real or personal, owned or controlled by the Company or any of the Company Subsidiariesother party; (vi) any contract all commitments, contracts, sales contracts, purchase orders, mortgage agreements or agreement limiting, in any material respect, groups of related agreements with the ability of the Company same party or any group or affiliated parties which require or may in the future require payment of any consideration by the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any PersonCompany; (vii) all license agreements, distribution agreements or any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000other agreements involving any Company Intellectual Property; (viii) all subscription or registration rights agreements or any contract or agreement that relates to Intellectual Property Rights (other than a license granted agreements related to the Company for commercially available software licensed on standard terms with a total replacement cost equity ownership of less than $500,000)the Company; (ix) all contracts or commitments that in any contract or agreement that concerns way restrict the sale or acquisition of any material portion of Company from carrying on its business anywhere in the Company’s business;world; and (x) any allianceall other contracts and agreements that (A) involve the payment or potential payment, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating pursuant to the Company or terms of any Company Subsidiary; (xi) any such contract or agreement involving annual payments in excess of $500,000 that agreement, by the Company and (B) cannot be cancelled by terminated within thirty (30) days after giving notice of termination without resulting in any cost or penalty to the Company or a Company Subsidiary without penalty on not more than 90 days’ notice;Company. (xiib) any material hedgeEach contract, collar, option, forward purchasing, swap, derivative agreement or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, arrangement disclosed in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms terms, of each party thereto; and (C) will continue to be legal, valid, binding, enforceablethe Company has performed all of its required obligations under, and is not in full force and effect in all material respects following the consummation violation or breach of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Companyor default under, any such contract, agreement or arrangement. The other party thereto is parties to any such contract, agreement or arrangement are not in material violation or breach of or default under any Material Contractsuch contract, agreement or arrangement. No benefits under None of the present or former employees, officers, directors or shareholders of the Company is a party to any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of oral or written contract or agreement prohibiting any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of them from freely competing with other parties or engaging in the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contracts's as now operated.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwisea) to Except for the Investor or its representatives true, correct contracts and complete copies of each agreements described in Schedule 5.11 of the following to which Parent Disclosure Schedule (collectively, the Company or any Company Subsidiary "PARENT MATERIAL CONTRACTS"), neither Parent nor the Parent Subsidiaries is a party to or bound by the following contracts (each, a “which for purposes of this Agreement shall be deemed Parent Material Contract”Contracts): (i) any distribution or software manufacturer's representative contract that represents ten percent (10%) or agreement relating to indebtedness for borrowed money, letters more of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of businessParent's combined annual revenues; (ii) any contract for the provision of software, outsourcing or agreement that constitutes a collective bargaining consulting services or other arrangement with computer hardware, including contracts billed on time plus materials and fixed-price contracts involving in the case of any labor unionsuch contact more than $3,000,000 per annum; (iii) any contract related to the provision of services to early-stage entities in consideration for, among other things, equity interests in such entities, along with any subscription or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-Kagreements with respect to investments in such entities and instruments or securities evidencing such equity interests, including any warrants or options; (iv) any lease hedging arrangements, including any puts or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000call options; (v) any lease trust indenture, mortgage, promissory note, loan agreement or agreement under which other contract for the Company borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the Company Subsidiaries is lessor of, or permits any Person type required to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiariesbe capitalized in accordance with US GAAP; (vi) any contract or agreement limiting, for capital expenditures in excess of $3,000,000 in the aggregate; (vii) any contract limiting in any material respect, respects the ability freedom of the Company Parent or any of the Company Subsidiaries Parent Subsidiary to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in compete with any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract pursuant to which the Parent or agreement that relates to Intellectual Property Rights (any Parent Subsidiary is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other than a license granted to personal property involving in the Company for commercially available software licensed on standard terms with a total replacement cost case of less any such contract more than $500,000)3,000,000 in any calendar year; (ix) any contract with any Person (other than the Parent or agreement that concerns any Parent Subsidiary) with whom the sale Parent or acquisition of any material portion Parent Subsidiary does not deal at arm's length within the meaning of the Company’s businessCode; (x) any allianceagreement of guarantee, cooperationsupport, joint ventureindemnification, shareholdersassumption or endorsement of, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary;similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person; or (xi) any contract or agreement involving annual payments relating to the acquisition of a business for aggregate consideration in excess of $500,000 that cannot be cancelled by 1,000,000 entered into in the Company or a Company Subsidiary without penalty on not more than 90 days’ notice;last three years. (xiib) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants Parent and each Parent Subsidiary has performed all of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contractit and is entitled to all benefits under, and to the Knowledge of Parent, is not alleged to be in default in respect of any Parent Material Contract. Each of the CompanyParent Material Contracts is in full force and effect, unamended, and there exists no default or event has occurred that of default or event, occurrence, condition or act, with notice respect to Parent or any Parent Subsidiary or to the Knowledge of Parent with respect to the other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or conditions, would constitute become a material breach or default or permit terminationevent of default under any Parent Material Contract. True, modification, correct and complete copies of all Parent Material Contracts have been delivered or acceleration, under the Material Contractsmade available to Company.

Contracts. The (a) For purposes of this Agreement, a “Company has Previously Disclosed Material Contract” is any Company Agreement, whether or provided not set forth in Section 3.13 of the Company Disclosure Schedule, which, as of the date hereof, (by hard copy, electronic data room i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) that involves aggregate revenues or otherwiseexpenditures in excess of $1,000,000 per year; (iii) that involves revenues or expenditures in excess of $500,000 per year and was not entered into in the ordinary course of business; (iv) that contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Investor Company or its representatives trueany Company Subsidiary, correct and complete copies or which restricts the conduct of each any line of business by the following to Company or any Company Subsidiary, or any geographic area in which the Company or any Company Subsidiary may conduct business, in each case in any material respect; (v) that is a party Clinical Contract that involves aggregate expenditures in excess of $1,000,000 per year; (eachvi) with any vendor that provides billing and reimbursement services valued in excess of $500,000 during any year; (vii) is with any payor from which the Company, a “Material Contract”): (i) any contract Company Subsidiary or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees any Hospice has received payments in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) 2009 in excess of $500,000, except for those issued in the ordinary course of business; ; (iiviii) any contract or agreement that constitutes a collective bargaining or other arrangement is with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under supplier to which the Company, any Company Subsidiary or any Hospice has made payments in 2009 in excess of $1,000,000; (ix) which would prohibit or materially delay the consummation of the Merger or any of the Company Subsidiaries other Transactions; (x) is lessee of, with any current or holds former Key Personnel; (xi) is with any labor union or operates, association representing any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability employee of the Company or any of the Company Subsidiaries to engage in and any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; collective bargaining agreement (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; there are none), (viiixii) any contract or agreement that relates to Intellectual Property Rights (other than is a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses joint-venture agreement; (xiii) relating to the Company borrowing of money (including any guarantee thereto) or any Company Subsidiary; (xi) any contract that is a mortgage, security agreement, capital lease or agreement involving annual payments similar agreements, in each case in excess of $500,000 or that cannot be cancelled by creates a Lien on any material asset of the Company or any of the Company Subsidiaries; (xiv) for the license or sublicense (whether as a Company Subsidiary without penalty on licensor or a licensee) of any Intellectual Property or other intangible asset (excluding commercial off-the-shelf or shrink wrap software than has not been modified or customized), that provides for payment or receipt of $500,000 or more than 90 days’ notice; per year; (xiixv) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect relating to the employment or service sale of any current of the material assets or former directors, officers, employees or consultants properties of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, than in the ordinary course of business; business or for the grant to any Person of any options, rights of first refusal, or preferential or similar rights to purchase any of such assets or properties; (xivxvi) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports relating to limit or restrict in any respect the ability of acquisition by the Company or any of the Company Subsidiary to solicit customers Subsidiaries of any operating business or the manner capital stock of any other Person; (xvii) requiring the payment to any Person of a material commission or fee, except in whichthe ordinary course of business consistent with past practice; (xviii) that, in the case of a Company Benefit Plan, any of the benefits of which would be increased, or the localities in which, all or any portion vesting of the business benefits of which would be accelerated, by the occurrence of any of the Company Transactions, or the Company Subsidiaries is or can value of any benefits which would be conducted, calculated on the basis of any of the Transactions; or (yxix) right that is an insurance policy providing for indemnification of first refusal any officer or right of first offer or similar right or that limits or purports to limit the ability director of the Company or any of the Company Subsidiaries to ownSubsidiaries, operateother than the Company Governing Documents; provided, sellhowever, transfer, pledge or otherwise dispose that the foregoing definition of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Company Material Contract (A) is legalshall not include any leases, valid subleases and binding on other occupancy or use agreements concerning the real property leased by the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor or any of the Company Subsidiaries, nor to including the Knowledge Material Company Leases (collectively, the “Company Leases”). (b) As of the Companydate hereof, there is no Company Agreement (other than the Company Leases), any other of the benefits to any party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract of which will be increased, and no or the vesting of the benefits to any benefits under any Material Contract party of which will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will Transactions or the value of any of the benefits under to any Material Contract party of which will be calculated on the basis of any of the transactions contemplated by Transactions (except as disclosed pursuant to Section 3.11). As of the Transaction Documents. The date hereof, each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, as of the date hereof, each other party thereto, as applicable, and in full force and effect, and the Company Subsidiariesand each Company Subsidiary has performed in all respects all obligations required to be performed by it under each Company Material Contract, and except any failure of performance that would not have or be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect and, to the Knowledge Company’s knowledge, as of the Companydate hereof, each of the other parties thereto, have party to each Company Material Contract has performed in all material respects all material obligations required to be performed by them it under each such Company Material Contract, and except as would not have or be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. As of the date hereof, none of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract except for violations or defaults that would not have or be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered to Parent or provided or made available to Parent for review, prior to the Knowledge execution of this Agreement, true and complete copies of all of the Company Material Contracts required to be disclosed in Section 3.13 of the Company Disclosure Schedule, which are not filed as exhibits to the Company SEC Documents, and the Company Material Contracts required to be disclosed in Section 3.13 of the Company Disclosure Schedule filed as exhibits to the Company SEC Documents are true and complete copies of such contracts. (c) As of the date hereof, none of the Company, no event any Company Subsidiary or any Hospice has occurred received any written notice from any Person supplying products, materials or drugs to the Company, any Company Subsidiary or any Hospice that with notice such Person intends to (i) cease selling such products, materials or lapse of time would constitute a material breach drugs to the Company, any Company Subsidiary or default any Hospice, (ii) limit or permit terminationreduce such sales to the Company, modificationany Company Subsidiary or any Hospice, or acceleration(iii) increase the prices at which such sales are made to the Company, under any Company Subsidiary or any Hospice, except for any such cessation, limitation, reduction or increase that would not have or be reasonably likely to have, individually or in the aggregate, a Company Material ContractsAdverse Effect. As of the date hereof, none of the Company, any Company Subsidiary or any Hospice has received any written notice from any third-party payor that it intends to terminate, limit or reduce its business relations with the Company, any Company Subsidiary or any Hospice in the event of a sale of the Company or otherwise except as would not have or be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwisea) to Section 2.14(a) of the Investor or its representatives Seller Disclosure Schedule sets forth a true, correct and complete copies of each list of the following to which Contracts of Seller in effect as of the Company or any Company Subsidiary is a party date hereof (eachsuch Contracts, a “the "Material Contract”Contracts"): (i) any contract agreement (or agreement relating to indebtedness group of related agreements) for borrowed moneythe (A) purchase, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect transfer of any real or personal property, Products, materials, supplies or services to Seller of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) an amount or value in excess of $500,00015,000 or (B) sale, except for those issued in the ordinary course lease or other transfer of businessany real or personal property, Products, materials, supplies or services by Seller; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor unionsupply and/or sourcing agreement; (iii) any contract agreement concerning a partnership, joint development or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-Kjoint venture with any other person; (iv) any lease mortgages, indentures, loans or agreement under which credit agreements, security agreements or other agreements or instruments relating to the Company borrowing of money or any extension of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000credit (including guarantees); (v) any lease or agreement under which the Company concerning confidentiality or any of the Company Subsidiaries is lessor ofagreement, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in commitment containing any material respect, covenant limiting the ability freedom of the Company or any of the Company Subsidiaries Seller to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, compete with any Personperson; (vi) any agreement involving any of the stockholders of Seller or their affiliates; (vii) any settlementprofit sharing, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, stock option, forward purchasingstock purchase, swapstock appreciation, derivative deferred compensation, severance, or similar agreement, understanding other plan or undertaking; (xiii) any contract or agreement with respect to arrangement for the employment or service benefit of any Seller's current or former directors, officers, employees Employees or consultants consultants; (viii) any collective bargaining agreement; (ix) any Employment Agreement or consulting agreement, offer of the Company employment, contract or commitment with an Employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization; (x) any agreement under which Seller has advanced or loaned any amount to any of the Company Subsidiaries its directors, officers, or Employees other than, with respect to non-executive employees and consultants, than business travel advances in the ordinary course of businessbusiness consistent with past practice; (xi) any royalty agreement or any other agreement obligating payments by Seller in connection with the sale of Products or services by Seller, listing the parties thereto and the duration of and amount of such royalties or other payment; (xii) any volume purchase and master purchase agreements (A) where Seller is the purchaser of an amount or value in excess of $15,000 or (B) where Seller is required, obligated or entitled to make sales to any person; (xiii) any maintenance agreements of an amount or value in excess of $15,000; (xiv) any contract agreement providing for indemnification obligations by Seller with respect to the sale of Products or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability services of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; andrelated to the Business; (xv) any material contract fidelity or surety bond or completion bond; (xvi) any requirements Contract relating to obligations to purchase all or substantially all of any product as well as to supply all or substantially all of any Product; (xvii) any agreement, Contract or commitment relating to capital expenditures or the acquisition by purchase or lease of fixed assets of an amount or value in excess of $15,000; (xviii) any agreement that would require by its terms does not terminate prior to one (1) year after the date of this Agreement; (xix) any consent purchase order or approval Contract for the purchase of materials of an amount or value in excess of $1,500 individually or $3,000 in the aggregate; (xx) any construction contracts of an amount or value in excess of $5,000; (xxi) any distribution, joint marketing or research and development agreement; and (xxii) any other agreement, Contract or commitment related to or used in the Business not listed in (i) through (xxi) above. (b) Seller has delivered to Buyer a counterparty as a result true, correct and complete copy of each written Contract listed in Section 2.14(a) of the consummation Seller Disclosure Schedule and each other written Transferred Agreement and a written summary setting forth the terms and conditions of each oral agreement referred to in Section 2.14(a) of the transactions contemplated by this Seller Disclosure Schedule and each other oral Transferred Agreement. Seller has in all respects (except in immaterial respects) performed, or is now performing, the obligations of, and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Contract listed in Section 2.14(a) of the Seller Disclosure Schedule or any other Transferred Agreement, and Seller is not aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and, except as otherwise disclosed in Section 2.14(b) of the Seller Disclosure Schedule, is not subject to any default thereunder by any party obligated to Seller pursuant thereto. Each Contract is a valid and enforceable obligation against Seller and against the other party thereto in accordance with its terms terms. No third party has raised any claim, dispute or controversy with Seller with respect to any of the Contracts, nor has Seller received written notice or warning of alleged nonperformance, delay in delivery or other noncompliance by Seller with respect to its obligations under any such Contracts. (c) Schedule 1.1(c) of the Seller Disclosure Schedule accurately lists all Transferred Agreements. The Transferred Agreements, together with any Contracts that are Excluded Assets, are all of the Contracts between any Seller and (C) any third party related to, used in, or necessary for, the operation of the Business as currently conducted. Following the Closing Date, Buyer will continue be permitted to exercise all of the rights any Seller had under the Transferred Agreements without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of required to pay had the transactions contemplated by this Agreement not occurred. (d) There are no purchase orders for which advance payments have been made by the Transaction Documents. Neither the Company nor any purchasers prior to delivery by Seller of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation related Products or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company services or for which advance payment has been made and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, related Products or services have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contractsnot been provided.

Contracts. The Company has Previously Disclosed provided to each Investor that has made a request (including via access in any virtual data room) or provided (by hard copy, electronic data room or otherwise) to the Investor or its such Investor’s representatives true, correct and complete copies of each of the following to which the Company or any Company Subsidiary is a party party, each of which has been Previously Disclosed (each, a “Material Contract”): (i) any contract or agreement relating to indebtedness of the Company or any Company Subsidiary for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course Ordinary Course of businessBusiness, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000300,000, except for those issued in the ordinary course Ordinary Course of businessBusiness; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ixiii) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (xiv) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xiv) any contract or agreement involving annual payments in excess of $500,000 300,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 60 days’ notice; (xiivi) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiiivii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course Ordinary Course of business;Business; and (xivviii) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documentsthis Agreement. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documentsthis Agreement, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documentsthis Agreement. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contracts.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwisea) Other than Contracts that are reasonably expected to expire prior to the Investor Closing without any liability on the part of the Company or its representatives any Acquired Company, Schedule 3.7 constitutes a true, correct and complete copies list of the following Contracts relating to the Business to which any Acquired Company is a party or by which any of its assets relating to the Business is bound (each of Contract so listed or required to be so listed being a “Major Contract”) and each Major Contract is listed under a heading in Schedule 3.7 that corresponds with the applicable clause among the following to which the Company or any Company Subsidiary is a party (each, a “Material Contract”):such Major Contract relates: (i1) each Contract regarding any contract employment, severance or change-of-control (excluding the Company’s standard forms of offer letter and separation agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising used in the ordinary course Ordinary Course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipmentBusiness) in excess of $500,000, except for those issued in the ordinary course of business(each such contract indicated on Schedule 3.7 as such is an “Executive Employment Agreement”); (ii2) each covenant not to compete that restricts in any contract or agreement that constitutes a collective bargaining or other arrangement with any labor unionrespect the operation of the Business as presently conducted; (iii3) any contract each operating lease (as lessor or agreement that is a “material contract” within the meaning of Item 601(b)(10lessee) of Regulation S-Ktangible personal property; (iv4) each Contract to pay or receive any royalty or license fee or to license (either as licensor or licensee) any lease or agreement under material Intellectual Property (other than any non-exclusive license for the use of any commercially available off-the-shelf software which was entered into in the Company or any Ordinary Course of Business of the Company Subsidiaries is lessee ofAcquired Company); (5) each Contract regarding any management, personal service or holds consulting or operates, any property owned by any other Person with annual rent similar type of Contract involving payments in excess of $500,000100,000 in any calendar year (other than those that are or on the Closing Date will be terminable at will or upon not more than 30 days’ notice by the applicable Acquired Company without any Liability to the applicable Acquired Company, except Liability with respect to services rendered before the termination thereof); (v6) each Contract for the purchase by any Acquired Company of any supply or product (except those entered into in the Ordinary Course of Business on an order-by-order basis where the amount thereof is less than $100,000 per Contract); (7) each mortgage agreement, deed of trust, security agreement, purchase money agreement, conditional sales contract, capital lease or agreement under which the other similar Contract created or assumed by, or permitted to be created by written document made or accepted by, any Acquired Company or any of the Company Subsidiaries is lessor ofsale-leaseback arrangement pertaining to any real property or to equipment (other than any purchase money agreement, conditional sales contract, capital lease or permits any Person to hold or operate, any other similar Contract evidencing Encumbrances only on tangible personal property owned or controlled by the Company or any of the Company Subsidiariesunder which there exists an aggregate future Liability less than $100,000 per Contract); (vi8) each Contract under which any Acquired Company is obligated to repay or has guaranteed any outstanding Indebtedness for borrowed money or remains obligated to lend to or make any investment in (in the form of a loan, capital contribution or otherwise) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii9) each Contract under which any settlement, conciliation Acquired Company has advanced or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000loaned money to any other Person; (viii10) each outstanding power of attorney with respect to any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000)Acquired Company; (ix11) each lease or sublease (whether as lessor or lessee) for the use or occupancy of real property by any Acquired Company; (12) each Contract requiring any Acquired Company to reimburse any maker of a letter of credit or banker’s acceptance; (13) each partnership, joint venture or similar Contract of any Acquired Company; (14) each Contract, other than any Contract of a nature described in clause (1) or (5) above, with any Affiliate of (A) any contract Acquired Company or agreement that concerns the sale (B) any officer, director, governor or acquisition manager of (or any person holding a similar position with) any Acquired Company; (15) each Contract with any distributor or broker of any product or service offered by any Acquired Company; (16) each Contract containing any form of most-favored pricing provision in favor of any supplier or customer of any Acquired Company; (17) other Contract that is material portion to any Acquired Company; and (18) each other Contract not entered into in the Ordinary Course of Business of any Acquired Company. (b) The Company has made available to Buyer a true, correct and complete copy of each Major Contract and copies of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing standard form of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with offer letter. With respect to the employment or service of any current or former directorseach Major Contract, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv1) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material such Major Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contractbinding, (B) is in full force and effect and enforceable (except to the extent enforceability may be limited by any Enforcement Limitation) in accordance with its terms and (C) will continue to be legalagainst the Applicable Acquired Company and, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any against each other party thereto thereto, (2) the Applicable Acquired Company is in material violation or default under any Material Contract. No benefits under any Material Contract will be increasednot and, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each no other party thereto is in material breach of the or default under such Major Contract and no party thereto has given to any other parties theretoparty thereto written notice alleging that such a breach or default occurred, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and (3) to the Knowledge of the Company, no event has occurred that (with notice or lapse without the passage of time or giving of notice) would constitute a material breach or default of, or permit termination, modification, acceleration or accelerationcancellation of, such Major Contract or of any material right or Liability thereunder, (4) the Company has not waived any material right under such Major Contract, (5) no party to such Major Contract has terminated, modified, accelerated or canceled such Major Contract or any material right or Liability thereunder or communicated in writing such party’s desire or intent to do so, (6) the Material ContractsCompany has not received any prepayment under such Major Contract for any service that has not been fully performed or good that has not been supplied (other than as is fully reflected in the financial records of the Company and will be included within the calculation of the Final Net Book Value Amount) and (7) if the parties to such Major Contract are performing under terms that have expired by the express terms of such Major Contract, then Schedule 3.7 identifies such expiration and describes the material terms under which such parties continue to perform. (c) In the case of each value added reseller agreement and original equipment manufacturer agreement, Schedule 3.7 indicates in each instance any such Contracts which materially deviate from one of the Company’s standard value added reseller agreements and standard original equipment manufacturer agreement. Aside from such descriptions on Schedule 3.7, each value added reseller agreement and original equipment manufacturer agreement does not materially deviate from the Company’s standard value added reseller agreement and standard original equipment manufacturer agreements.

Contracts. The (a) Section 3.14(a) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list, and the Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) made available to Parent prior to the Investor or its representatives true, correct date of this Agreement true and complete copies of each of the following to which the Company (including all material amendments, modifications, extensions, renewals, schedules, exhibits or any Company Subsidiary is a party (eachancillary agreements with respect thereto), a “Material Contract”):of: (i) any contract or agreement relating each Contract that would be required to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured be filed by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is Company as a “material contract” within the meaning of pursuant to Item 601(b)(10) of Regulation S-KK under the Securities Act; (ivii) any lease or agreement under each Contract to which the Company or any of the Company Subsidiaries is lessee ofa party involving expected annual revenues or expected annual expenditures in excess of $250,000 in 2024 or any year thereafter; (iii) each Contract providing for the acquisition or disposition of assets or securities by or from any Person or any business (or any contract providing for an option, right of first refusal or offer or similar rights with respect to any of the foregoing) (A) entered into since December 31, 2018 that involved or would reasonably be expected to involve the payment of consideration in excess of $500,000 in the aggregate with respect to such Contract or series of related Contracts, or holds (B) that contains (or operateswould contain, in the case of an option, right of first refusal or offer or similar rights) ongoing representations, warranties, covenants, indemnities or other obligations (including “earn-out”, contingent value rights or other contingent payment or value obligations) that would involve the receipt or making of payments or the issuance of any property owned by equity securities of the Company or any other Person with annual rent payments of its Subsidiaries, in each case having an expected value in excess of $500,000; (viv) any lease or agreement under each Contract to which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, a party that restricts in any material respect, respect the ability of the Company or any of the Company Subsidiaries (A) to compete or engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or with any Person in any other geographical area, (B) to sell, supply or distribute any material respectthe Company Offering, with use or enforce any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to material Intellectual Property Rights (other than a license granted to the Company for commercially available software owned by or exclusively licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary, (C) to solicit any (potential or actual) customer or supplier, or (D) that otherwise has the effect of materially restricting the Company, the Company Subsidiaries or any of their respective affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of the Company Offerings, in each case, in any geographic area; (xiv) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by each Contract to which the Company or any of the Company Subsidiaries is a party that is material and obligates the Company or any Company Subsidiary without penalty to conduct business with any third party on not more than 90 days’ noticea preferential or exclusive basis, or that contains or expressly purports to contain material exclusivity or “most favored nation” obligations, material rights of first refusal, material rights of first offer, material put or call rights or other similar provisions that are binding on the Company or any Company Subsidiary or that would be so binding on Parent or any of its Affiliates after the Effective Time; (xiivi) any material hedge, collar, option, forward purchasing, swap, derivative or similar (A) each loan and credit agreement, understanding Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, or undertaking; (xiii) other similar agreement pursuant to which any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants Indebtedness of the Company or any of the Company Subsidiaries (or owed to the Company or any of the Company Subsidiaries) in excess of $250,000 is outstanding or may be incurred, other thanthan any such agreement between or among the Company and one or more wholly owned the Company Subsidiaries and (B) each Contract governing or amending, with respect modifying, supplementing or otherwise relating to the Company Indenture (including any hedging obligations entered into in connection therewith); (vii) each partnership, joint venture or similar Contract to which the Company or any of the Company Subsidiaries is a party relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than the wholly owned the Company Subsidiaries; (viii) each Contract to which the Company or any of the Company Subsidiaries is a party that contains covenants, indemnities or other continuing obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the making by the Company or any Company Subsidiary of future payments in excess of $250,000; (ix) each Contract pursuant to which the Company or the Company Subsidiaries receives from any third party a license or similar right to any Intellectual Property Right material to the Company and the Company Subsidiaries taken as a whole, and that are not (A) non-executive exclusive licenses granted in the ordinary course of business; (B) Contracts under which open source technology is licensed; or (C) Contracts with current or former employees and consultants, service providers that were entered into in the ordinary course of business; (xivx) each Contract with a Governmental Entity to which the Company or any Company Subsidiary is a party, and pursuant to which the Company or any Company Subsidiary has any material future obligation other than the provision of the Company Offerings in the ordinary course of business consistent with past practice; (xi) any contract Contract restricting the payment of dividends or agreement containing the making of distributions in respect of any equity securities of the Company or any Company Subsidiaries or the repurchase or redemption of any equity securities of the Company or any Company Subsidiaries; and (xxii) non-competition or exclusive dealing obligations or other obligation which purports each Contract that gives any Person the right to limit or restrict in acquire any respect the ability material assets of the Company or any Company Subsidiary (excluding ordinary course commitments to solicit customers purchase the Company products) after the date hereof. Each agreement, understanding or undertaking of the manner type described in this Section 3.14(a) is referred to herein as a “Company Material Contract”. (b) Except for matters which, individually or in the localities in whichaggregate, all or have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Company Material Contract (including, for purposes of this Section 3.14(b), any portion Contract entered into after the date of this Agreement that would have been a Company Material Contract if such Contract existed on the business date of this Agreement) is a valid, binding and legally enforceable obligation of the Company or one of the Company Subsidiaries is or can Subsidiaries, as the case may be, and, to the Knowledge of the Company, of the other parties thereto, except, in each case, as enforcement may be conductedlimited by bankruptcy, or (y) right of first refusal or right of first offer insolvency, reorganization or similar right or that limits or purports to limit the ability Laws affecting creditors’ rights generally and by general principles of equity; (ii) each such Company Material Contract is in full force and effect; (iii) none of the Company or any of the Company Subsidiaries is (with or without notice or lapse of time, or both) in breach or default under any such Company Material Contract and, to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result the Knowledge of the consummation Company, no other party to any such Company Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder; (iv) to the Knowledge of the transactions contemplated by this Agreement. Each Company, each other party to a Company Material Contract has performed all material obligations required to be performed by it under such Company Material Contract; and (Av) is legal, valid and binding on no party to a Company Material Contract has given the Company and or any of the Company Subsidiaries which are a party notice (whether written or oral) of its intention to such contractcancel, (B) is in full force terminate, change the scope of rights under or fail to renew any Company Material Contract and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither neither the Company nor any of the Company Subsidiaries, nor nor, to the Knowledge of the Company, any other party thereto is in material violation or default under to any Company Material Contract, has repudiated (whether orally or in writing) any material provision thereof. No benefits under any Company Material Contract will can be increased, and no vesting reasonably expected to prevent or materially delay the consummation of any benefits under any Material Contract will be accelerated, by the occurrence of Merger or any of the other transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contractsthis Agreement.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies of each of the following to which the Company or any Company Subsidiary is a party (each, a “Material Contract”): (i) any contract or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000250,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000250,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000250,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000250,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 250,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not or without more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents, except in the cases of (B) and (C) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contracts.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwisea) Section 2.18(a) of the Disclosure Schedule (with paragraph references corresponding to the Investor or its representatives true, correct those set forth below) contains a true and complete copies list of each of the following Contracts or other arrangements (true and complete copies of which, or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement) currently in effect, to which the Company or any Company Subsidiary is a party (each, a “Material Contract”):or by which any of its Assets and Properties is bound: (iA) all Contracts (excluding Benefit Plans) providing for a commitment of employment or consultation services for a specified or unspecified term or otherwise relating to employment or the termination of employment of any Employee, the name, position and rate of compensation of each Employee and the expiration date of each such Contract; and (B) any contract written representations, commitments, promises or agreement relating communications (excluding Benefit Plans and any such Contracts referred to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements in clause (including guarantees in respect of any A)) involving an obligation of the foregoing, but Company to make payments in any event excluding trade payablesyear, securities transactions and brokerage agreements arising other than with respect to salary or incentive compensation payments in the ordinary course of business, intercompany indebtedness and immaterial leases for telephonesto any Employee or former employee; (ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of the Company to engage in any business activity or compete with any Person or prohibiting or limiting the ability of any Person to compete with the Company; (iii) all partnership, copy machinesjoint venture, facsimile machines and shareholders’ or other office equipmentsimilar Contracts with any Person including, without limitation, the partnership agreement of the Company; (iv) all Contracts relating to Indebtedness of the Company (in the aggregate in excess of $500,00010,000); (v) all Contracts with distributors, except for those issued dealers, manufacturer’s representatives, sales agencies or franchisees; (vi) all Contracts relating to (A) the future disposition or acquisition of any Assets and Properties other than dispositions or acquisitions in the ordinary course of business; business consistent with past practice and (iiB) any contract merger or agreement that constitutes a business combination; (vii) all Contracts between the Company, on the one hand, and Sellers or any Affiliate of Sellers, on the other hand; (viii) all collective bargaining or other arrangement with any similar labor union; Contracts; (iiiix) any contract all Contracts that (A) limit or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, contain restrictions on the ability of the Company to declare or make distributions on, in respect of or to issue or purchase, redeem or otherwise acquire its partnership interests, or incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of the Company Subsidiaries business in which it participates or engages or to engage in any line business combination or (B) require the Company to maintain specified financial ratios or levels of business net worth or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; indicia of financial condition; and (viix) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights all other Contracts (other than a license granted Benefit Plans, leases listed in Section 2.15(a) of the Disclosure Schedule and insurance policies listed in Section 2.20 of the Disclosure Schedule) that (A) involve the payment or potential payment, pursuant to the terms of any such Contract, by or to the Company for commercially available software licensed on standard terms with a total replacement cost of less more than $500,000); 10,000 annually and (ixB) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by terminated within thirty (30) days after giving written notice of termination without resulting in any material cost or penalty to the Company or a Company Subsidiary without penalty on not more than 90 days’ notice;Company. (xiib) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiiiEach Contract required to be disclosed in Section 2.18(a) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms and (C) will continue to terms, of each party thereto, except as the same may be legallimited by bankruptcy, validinsolvency, binding, enforceablemoratorium or similar rights whether in a proceeding at law or in equity, and except as disclosed in full force and effect in all material respects following the consummation Section 2.18(b) of the transactions contemplated by the Transaction Documents. Neither Disclosure Schedule, neither the Company nor any of the Company Subsidiariesnor, nor to the Knowledge of the CompanySellers, any other party thereto is to such Contract is, or has received written notice that it is, in material violation or breach of or default under any Material Contract. No benefits under any Material such Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that (or with notice or lapse of time or both, would constitute a material be in violation or breach of or default or permit termination, modification, or acceleration, under the Material Contractsany such Contract) in any material respect.

Contracts. The (a) Section 3.16 of the Company has Previously Disclosed or provided Disclosure Letter lists, as of the date of this Agreement, each Contract (by hard copy, electronic data room or otherwiseother than any Company Plan) to the Investor or its representatives true, correct and complete copies of each of the following types to which the Company or any Company Subsidiary of its Subsidiaries is a party (each, a “Material Contract”):or by which any of their respective properties or assets is bound: (i) any contract or agreement relating Contract that would be required to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured be filed by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is Company as a “material contract” within the meaning of 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; (ivii) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; Contract that (vA) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, limits the ability of the Company or any of the Company its Subsidiaries to engage compete in any line of business or to compete, whether by restricting territories, customers or otherwise, with any Person or in any other material respectgeographic area, with or (B) restricts the right of the Company and its Subsidiaries to sell to or purchase from any Person or to hire any Person, in each case, in a manner that is material to the business of the Company and its Subsidiaries, taken as a whole; (iii) any Contract that grants the other party or any third Person “most favored nation” status or any type of special discount rights, in each case, that is material to the business of the Company and its Subsidiaries, taken as a whole; (iv) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership or other similar agreement or arrangement; (v) any Contract relating to Indebtedness (other than such Contracts solely between or among the Company and its Subsidiaries) and having an outstanding principal amount in excess of $25,000,000; (vi) any Contract 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 $25,000,000 or more (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practice) and under which the Company or its Subsidiaries have a continuing obligation or liability; (vii) any settlementContract pursuant to which the Company or any of its Subsidiaries has continuing indemnification, conciliation guarantee, “earn-out” or similar agreementother contingent payment obligations (other than indemnification or guarantee obligations contained in commercial Contracts entered into by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice), the performance of which will involve payment after the Closing Date of consideration in each case, that could result in payments in excess of $500,00015,000,000; (viii) any contract Contract not entered into in the ordinary course of business between the Company or agreement that relates to Intellectual Property Rights (any of its Subsidiaries, on the one hand, and any Affiliate thereof other than a license granted to any Subsidiary of the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000)Company; (ix) any contract or agreement Government Contract that concerns is material to the sale or acquisition of any material portion of the Company’s business;Company and its Subsidiaries, taken as a whole; or (x) any alliance, cooperation, joint venture, shareholders, partnership Contract with a Top Supplier or similar agreement involving a sharing of profits Top Customer that by its terms calls for aggregate payment or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled receipt by the Company or a Company Subsidiary without penalty on not and its Subsidiaries under such Contract of more than 90 days’ notice; $15,000,000 over the remaining term of such Contract (xii) including for any material hedgecapital commitment, collar, option, forward purchasing, swap, derivative loan or similar agreement, understanding or undertaking; (xiii) any expenditure). Each contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, type described in the ordinary course of business; clauses (xivi) any contract or agreement containing any through (x) non-competition or exclusive dealing obligations or other obligation which purports is referred to limit or restrict in any respect the ability of the herein as a “Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; andMaterial Contract.” (xvb) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. (i) Each Company Material Contract (A) is legal, valid and binding on the Company or its Subsidiaries, as applicable, and, to the knowledge of the Company, each other party thereto, and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue terms, except where the failure to be legal, valid, binding, enforceable, enforceable and in full force and effect effect, individually or in all material respects following the consummation aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company and to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity; (ii) the Company and each of its Subsidiaries, and, to the knowledge of the transactions contemplated Company, each other party thereto, has performed all obligations required to be performed by it under each Company Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Company Material Contract by the Transaction Documents. Neither Company or any of its Subsidiaries or, to the Company nor 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 Subsidiariesor any of its Subsidiaries or, nor to the Knowledge knowledge of the Company, any other party thereto is in material violation or default under any such Company Material Contract. No benefits under , nor has the Company or any Material Contract will be increased, and no vesting of its Subsidiaries received any notice of any benefits under such default, event or condition, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated Adverse Effect on the basis Company; provided, however, that the foregoing is without limitation to the provisions of any subsection (c) of the transactions contemplated by the Transaction Documentsthis Section 3.16. The Company has made available to Parent true and complete copies of all Company Material Contracts, including all amendments thereto. (c) Neither the Company Subsidiaries, and nor any of its Subsidiaries has received any unresolved written notices seeking (i) to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute excuse a material breach or default or permit termination, modificationthird party’s non-performance, or accelerationdelay a third party’s performance, under the existing Company Material ContractsContracts due to interruptions caused by COVID-19 (through invocation of force majeure or similar provisions, or otherwise) or (ii) to modify in any material respect any Company Material Contract due to COVID-19.

Contracts. The Company has Previously Disclosed (a) Section 4.14 of the Disclosure Schedule contains a list of the following written or provided oral contracts that are Acquired Contracts or to which an Acquired Subsidiary is party (by hard copy, electronic data room or otherwisethe “Material Contracts”) to (and each Material Contract is listed under a heading in such Section that corresponds with the Investor or its representatives true, correct and complete copies of each of applicable clause among the following to which the Company or any Company Subsidiary is a party (each, a “such Material Contract”Contract relates): (i) any contract that involves the performance of services or agreement relating delivery of goods or materials by the Business that is reasonably expected to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees result in respect of any of revenue after the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) date hereof in excess of $500,000, except for those issued 100,000 in any twelve month period (other than open purchase orders made in the ordinary course Ordinary Course of businessBusiness); (ii) contract that involves the performance of services for, or delivery of goods or materials to, the Business that is reasonably expected to result in expenditures after the date hereof in excess of $50,000 in any contract or agreement that constitutes a collective bargaining or twelve month period (other arrangement with any labor unionthan open sales orders made in the Ordinary Course of Business); (iii) contract for the employment of Person by the Business on a full-time, part-time, consulting or other basis, including any such contract that (A) provides annual cash or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments compensation in excess of $500,000; 100,000, (vB) any lease or agreement under which provides for the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations cash or other obligation which purports to limit compensation or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of benefits upon the consummation of the transactions contemplated by this Agreement. , or (C) provides for any severance payments; (iv) contract that restricts the ability of Seller or any of its Affiliates to engage in any business, including the Business, or compete with any Person with respect to the Business or any other business; (v) lease of any tangible personal property to or from any other Person and used in the Business with aggregate annual rental payments exceeding $50,000 in the most recently completed calendar year; (vi) contract to pay or receive any royalty or license fee or to license (either as licensor or licensee) any Intellectual Property (other than any non-exclusive license for the use of any commercially available off-the-shelf software which was entered into in the Ordinary Course of Business of Seller); (vii) each mortgage agreement, deed of trust, security agreement, purchase money agreement, conditional sales contract, capital lease or other similar contract created or assumed by, or permitted to be created by written document made or accepted by, Seller or any Acquired Subsidiary or any sale-leaseback arrangement pertaining to any real property or to equipment included in the Acquired Assets; (viii) each contract requiring Seller or any Acquired Subsidiary to reimburse any maker of a letter of credit or banker’s acceptance; (ix) each partnership, joint venture or similar contract relating to the Business; (x) each contract with any distributor or broker of any product or service offered by the Business; and (xi) each contract containing any form of most-favored pricing provision in favor of any supplier or customer of the Business. (b) Each Material Contract (A) is legal, a valid and binding on obligation of Seller or the Company and relevant Acquired Subsidiary, enforceable against Seller or the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable relevant Acquired Subsidiary in accordance with its terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (Cii) will continue to be legal, valid, binding, enforceable, and applicable equitable principles (whether considered in full force and effect a proceeding at law or in all material respects following equity). Seller or the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto relevant Acquired Subsidiary is not in material violation or breach of or default under any Material Contract. No benefits under any Material Contract will be increasedTo Seller’s Knowledge, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge Contract are not in material violation or breach of the Company, no or default thereunder. No event has occurred that (with notice or lapse without the passage of time or giving of notice) would constitute a material breach or default of, or permit termination, modification, acceleration or accelerationcancellation of, such Material Contract or of any material right or liability thereunder. Neither Seller nor the relevant Acquired Subsidiary has waived any material right under such Material Contract. No party to such Material Contract has terminated, modified, accelerated or canceled such Material Contract or any material right or liability thereunder or communicated in writing such party’s desire or intent to do so. Seller or the relevant Acquired Subsidiary has provided to Buyer a true, correct and complete copy of each written Material ContractsContract or, to the extent a Material Contract is oral, an accurate description of the material terms thereof.

Contracts. The (a) Section 3.13(a) of the Company has Previously Disclosed or provided (by hard copyDisclosure Schedule sets forth, electronic data room or otherwise) to as of the Investor or its representatives truedate hereof, correct a true and complete copies list of each of the following Contract to which the Company or any Company Subsidiary is a party (eachor which binds or affects their respective properties or assets, a “Material Contract”):and which falls within any of the following categories: (i) any contract joint venture, partnership, strategic alliance, limited liability or agreement relating other similar Contract related to indebtedness for borrowed moneythe formation, letters of creditcreation, capital lease obligationsoperation, obligations secured by a Lien management or interest rate or currency hedging agreements (including guarantees in respect control of any of partnership, limited liability company or joint venture in which the foregoing, but in Company or any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of businessCompany Subsidiary owns any interest; (ii) any contract or agreement that constitutes a collective bargaining involves future expenditures or other arrangement with receipts by the Company or any labor unionCompany Subsidiary of more than $3,000,000 in any one year period that cannot be terminated on less than 90 days’ notice without material payment or penalty; (iii) any contract or agreement Contract that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) grants any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company, any Company Subsidiary, or any of their respective affiliates (including the Company Subsidiaries Parent and its affiliates after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businesses; (iv) any Contract that limits the freedom of the Company or any Company Subsidiary and/or their respective affiliates, and that would bind the Parent or its affiliates after the Effective Time so as to similarly limit its or their freedom, to engage in any line of business, solicit or hire any Person, compete with any Person or purchase, sell, supply or distribute any product, or service or that otherwise has the effect of restricting the Company, its Subsidiaries and their respective affiliates (including Parent and its affiliates after the Effective Time) from the development, manufacture, marketing or distribution of products and services, in each case, in any geographic area; (v) any (i) Contract that contains any (A) exclusivity rights or (B) “most favored nations” provisions that would reasonably be expected to materially impair the business of the Company or its affiliates after the Closing, including the Parent or its affiliates after the Effective Time, or (ii) supply Contract with respect to air or hotel or payment processing Contract in either case that, to the Knowledge of the Company, contains any minimum use, supply or display requirements, in any such case binding the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the Effective Time); (vi) any Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts, option agreements) with a notional value in excess of $1,000,000; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $2,000,000; (viii) any acquisition Contract that contains “earn-out” provisions or other contingent payment obligations that could reasonably be expected to result in future payments by the Company or a Company Subsidiary in excess of $2,000,000; (ix) any Contract relating to Indebtedness in excess of $1,000,000; (x) (a) with respect to any Person that is one of the top 10 customers of the Company’s Orbitz Partner Network business line as measured by total revenue for the fiscal year ending December 31, 2014, any Contract with such Person related to such business line; (b) with respect to any Person that is one of the top 10 customers of the Company’s Orbitz For Business business line, as measured by total revenue for the fiscal year ending December 31, 2014, any Contract with such Person related to such business line; (c) with respect to any Person that is one of the top 10 vendors of the Company’s air business line, as measured by number of tickets booked in the fiscal year ending December 31, 2014, any Contract with such Person related to such business line; (d) with respect to any Person that is one of the top 10 vendors of the Company’s hotel business line, as measured by net booking amount (net of cancellations) for check-in dates during the fiscal year ending December 31, 2014, any Contract with such Person related to such business line; or (e) with respect to any Person that is one of the top 10 vendors of the Company’s car business line, as measured by gross bookings in the fiscal year ending December 31, 2014, any Contract with such Person related to such business line; (xi) any Contract for the provision of global distribution services; (xii) any lease or sublease with respect to the Leased Real Property; (xiii) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property that is material to the conduct of the Company’s and the Company Subsidiaries’ business as currently conducted except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard form licenses granted to customers by the Company or its Subsidiaries in the ordinary course of business consistent with past practice; and (xiv) any settlement agreement or similar Contract imposing material operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the Effective Time); (xv) any other “material contract or agreement that would require any consent or approval contract” (as such term is defined in Item 601(b)(10) of a counterparty Regulation S-K of the SEC). (b) Each Contract of the type described in this Section 3.13(a) is referred to herein as a result “Company Material Contract.” True and complete copies of each Company Material Contract in effect as of the consummation date hereof has been made available to Merger Sub (including pursuant to agreed-upon procedures to protect competitively sensitive information) or publicly filed with the SEC. (c) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: (i) each Company Material Contract is a legally valid and enforceable obligation of the transactions contemplated by this Agreement. Each Company or the Company Subsidiary party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) each Company Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (Ciii) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, Company none of the Company or any Company Subsidiary or any other party thereto thereto, is in material violation breach or default under any Material Contract. No benefits under any Company Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, to which it is a party or by the occurrence of which it or any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice its properties or lapse of time would constitute a material breach assets is bound or default or permit termination, modification, or acceleration, under the Material Contractsaffected.

Contracts. The (a) Neither the Company nor any of its Subsidiaries is a party to, and none of their respective properties or other assets is subject to, any Contract that is of a nature required to be filed as an exhibit to a report or filing under the Securities Act or the Exchange Act, other than any Contract that is filed as an exhibit to the Company SEC Documents. (b) Except for Contracts filed in unredacted form as exhibits to the Company SEC Documents, and except for Contracts between the Company and its Subsidiaries or among Subsidiaries, Section 3.10(b) of the Company Disclosure Letter sets forth a correct and complete list as of the date of this Agreement, and the Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) made available to the Investor or its representatives true, Parent correct and complete copies (including all amendments, modifications, extensions, renewals, guaranties or other Contracts with respect thereto, but excluding all names, terms and conditions that have been redacted in compliance with applicable Laws governing the sharing of each information), of: (i) all Contracts of the following Company or any of its Subsidiaries having an aggregate value per Contract, or involving payments by or to the Company or any of its Subsidiaries, of more than $1,000,000 on an annual basis; (ii) all Contracts to which the Company or any Company Subsidiary of its Subsidiaries is a party (eachparty, a “Material Contract”): (i) any contract or agreement relating to indebtedness for borrowed moneyby which the Company, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company its Subsidiaries or any of the Company Subsidiaries its Affiliates is lessee ofbound, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, that contain a covenant materially restricting the ability of the Company or any of its Subsidiaries (or which, following the Company Subsidiaries consummation of the Merger, would materially restrict the ability of Parent or any of its Subsidiaries, including the Surviving Entity and its Subsidiaries) to engage compete in any line of business or to compete, whether by restricting territories, customers or otherwise, with any person or in any other geographic area; (iii) all material respect, Contracts of the Company or any of its Subsidiaries with any PersonAffiliate of the Company (other than any of its Subsidiaries); (iv) any (A) Contract to which the Company or any of its Subsidiaries is a party granting any license to Intellectual Property of the Company or any of its Subsidiaries that involves payments by the Company or any of its Subsidiaries with respect to such license of more than $500,000 on an annual basis, and (B) other license (other than real estate) having an aggregate value per license, or involving payments by the Company or any of its Subsidiaries, of more than $500,000 on an annual basis; (v) all confidentiality agreements (other than those entered into in the ordinary course of business), agreements by the Company not to acquire assets or securities of a third party or agreements by a third party not to acquire assets or securities of the Company; (vi) any Contract having an aggregate value per Contract, or involving payments by or to the Company or any of its Subsidiaries, of more than $500,000 on an annual basis that requires consent of or notice to a third party in the event of or with respect to the Merger, including in order to avoid a breach or termination of or loss of benefit under any such Contract; (vii) all material joint venture, partnership or other similar agreements involving co-investment with a third party to which the Company or any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000its Subsidiaries is a party; (viii) any contract Contract with a Governmental Authority which imposes any material obligation or agreement that relates to Intellectual Property Rights (other than a license granted to restriction on the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000)or its Subsidiaries; (ix) all leases, subleases, licenses or other Contracts pursuant to which the Company or any contract of its Subsidiaries use or agreement that concerns the sale or acquisition of hold any material portion property involving payments by or to the Company or any of the Company’s businessits Subsidiaries of more than $500,000 on an annual basis; (x) all material outsourcing Contracts; (xi) all Contracts with investment bankers, financial advisors, attorneys, accountants or other advisors retained by the Company or any alliance, cooperation, joint venture, shareholders, partnership of its Subsidiaries involving payments by or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of its Subsidiaries of more than $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ noticean annual basis; (xii) all Contracts providing for the indemnification by the Company or any of its Subsidiaries of any person, except for any such Contract that (i) is not material hedge, collar, option, forward purchasing, swap, derivative to the Company or similar agreement, understanding or undertaking;any of its Subsidiaries and (ii) was entered into in the ordinary course of business; and (xiii) all Contracts pursuant to which any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred and all guarantees of or by the Company or any of its Subsidiaries of any indebtedness of any other than, with respect to non-executive employees person (other than the Company or any of its Subsidiaries) (except for such indebtedness or guarantees the aggregate principal amount of which does not exceed $1,000,000 on an annual basis and consultants, excluding trade payables arising in the ordinary course of business;). (xivi) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability None of the Company or any of the Company its Subsidiaries (x) is, or has received written notice or has Knowledge that any other party to ownany of its Contracts is, operatein violation or breach of or default (with or without notice or lapse of time or both) under, sellor (y) has waived or failed to enforce any rights or benefits under, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) to which it is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contractor any of its properties or other assets is subject, (B) is in full force and effect and enforceable in accordance with its terms and (Cii) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, there has occurred no event has occurred that giving to others any right of termination, amendment or cancellation of (with or without notice or lapse of time or both) any such Contract except for violations, breaches, defaults, waivers or failures to enforce rights or benefits covered by clauses (i) or (ii) above that individually or in the aggregate have not had and would constitute not reasonably be expected to have a material breach or default or permit termination, modification, or acceleration, under the Company Material ContractsAdverse Effect.

Contracts. The Company has Previously Disclosed or provided (by hard copySet forth in Sections 2.13, electronic data room or otherwise) to the Investor or its representatives true2.14, correct 2.15 and complete copies of each 2.16 of the Company Disclosure Letter are the following contracts to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (eachcollectively, a together with all contracts referred to in Sections 2.16, 2.20(c), 2.25 and 2.28, the (“Company Material ContractContracts”): ) (i) contracts between any contract current officer, director or agreement relating to indebtedness for borrowed money, letters stockholder of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of Affiliate thereof on the Company Subsidiaries is lessee ofone hand, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which and the Company or any of subsidiary thereof on the Company Subsidiaries is lessor of, or permits other hand; (ii) contracts under which any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability employee of the Company or any of its subsidiaries is entitled to receive annual payments (including salary and bonuses) in excess of $100,000; (iii) contracts that restrict the Company Subsidiaries to engage or any of its subsidiaries from competing in any line of business or to compete, whether by restricting territories, customers or otherwise, or with any person in any geographical area; (iv) contracts entitling any person to change in control or other material respectseverance payments; (v) indentures, credit agreements, security agreements, mortgages, guarantees, promissory notes and other contracts relating to the borrowing of money, other than any such document or agreement between the Company and a subsidiary of the Company or among subsidiaries of the Company; (vi) contracts involving the sale or purchase of goods or service in excess of $500,000 in any year or $5,000,000 over the life of such Company Material Contract; joint venture, partnership and similar agreements; (viii) contracts with any Person; (vii) any settlement, conciliation respect to capital expenditures or similar agreement, the performance of which will involve payment after the Closing Date of consideration commitments for such expenditures in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); ; (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual contracts providing for payments in excess of $500,000 that cannot be cancelled by from the United States Government or any prime contractor of the United States Government over the life of such Company Material Contract; and (x) all other agreements, contracts or instruments entered into outside of the ordinary course of business or which are material to the Company and its subsidiaries taken as a whole. The Company has delivered or made available to Purchaser true and correct copies of all such Company Material Contracts. All such Company Material Contracts are the legal, valid and binding obligations of the Company and/or its subsidiaries enforceable against the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedgesuch subsidiary, collarand, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service knowledge of any current or former directorsthe Company, officersagainst the other parties to the Company Material Contracts, employees or consultants of in accordance with their respective terms, subject, in each case, to the Enforceability Exceptions. Neither the Company or any of the Company Subsidiaries other thanits subsidiaries nor, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge knowledge of the Company, any other party thereto thereto, is in material violation of or in material default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documentsin respect of, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiarieshas there occurred an event or condition, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse the passage of time or giving of notice (or both), would constitute a material breach or default under or permit terminationthe termination of, modification, or acceleration, under the any such Company Material ContractsContract.

Contracts. The (a) Except for this Agreement, each Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) Benefit Plan and the contracts filed as exhibits to the Investor or its representatives trueCompany SEC Reports, correct and complete copies Schedule 3.18(a) sets forth a list of each all Material Contracts as of the date of this Agreement. For purposes of this Agreement, “Material Contract” means the following contracts that are currently in effect and to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which the Company or its Subsidiaries is bound (each, a “Material Contract”other than Company Leases): (i) any contract material partnership, joint venture, limited liability company or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements other similar Contract (including guarantees any Contract providing for joint research, development or marketing, and excluding, for avoidance of doubt, reseller agreements and other commercial agreements that do not involve the formation of an entity with any third Person); (ii) any Contract that is material to the Company and its Subsidiaries, taken as a whole (A) that restricts the Company, its Subsidiaries or any of their Affiliates from engaging in respect any line of business or obligates the Company or any of its Subsidiaries not to compete with another Person in any line of business or geographic territory, (B) that contains exclusivity obligations or exclusivity restrictions binding on the Company or any of its Subsidiaries or that by its express terms would be binding on Parent or its Affiliates (including the Surviving Corporation) after the Effective Time, in the case of this clause (B), other than customary restrictions included in the Company’s contracts with customers or vendors in the ordinary course of business or (C) that involves minimum requirements or contains any “most favored nation” provision or grants to any Person a right of first refusal or first offer or an option to purchase, acquire, sell or dispose of any property or assets of the foregoing, but in Company or any event excluding trade payables, securities transactions and brokerage agreements arising of its Subsidiaries (other than inventory in the ordinary course of business); (iii) any settlement, intercompany indebtedness consent order or similar Contract relating to the resolution of any Action pursuant to which the Company or any of its Subsidiaries have material obligations outstanding; (iv) any contract that is material to the Company and immaterial leases for telephonesits Subsidiaries, copy machinestaken as a whole, facsimile machines with any Governmental Entity; (v) any Contract currently in effect and 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 (other office equipmentthan those arrangements described in Item 601(b)(10)(iii) of Regulation S-K) with respect to the Company and its Subsidiaries, taken as a whole, which, to date, has not yet been so reported and that is not required to be disclosed in the Disclosure Schedules under this Section 3.18(a); (vi) any Contract that relates to Indebtedness having an outstanding principal amount in excess of $500,00010,000,000 individually or $50,000,000 in the aggregate, except for those issued other than (a) any Indebtedness between the Company and its Subsidiaries or (b) accounts receivables and payables in the ordinary course of business; (iivii) since January 1, 2017, any Contract that involves the acquisition from another Person or disposition to another Person, directly or indirectly (by merger, license, asset purchase or otherwise), of (a) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning business, business line, division of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any another Person after the date hereof other than in the ordinary course of the Company Subsidiaries is lessee ofbusiness or (b) capital stock or other equity interests of another Person, in each case, for aggregate consideration under such Contract (or holds or operates, any property owned by any other Person with annual rent payments series of related Contracts) in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,00025,000,000; (viii) any contract or agreement that relates to Intellectual Property Rights revenue-generating Contract with any of the twenty (other than a license granted to 20) largest customers of the Company and its Subsidiaries, determined on the basis of annual recurring revenues attributable to such customers that have been received by the Company and its Subsidiaries, taken as a whole, for commercially available software licensed on standard terms with the fiscal year ended December 31, 2018 (each, a total replacement cost of less than $500,000“Significant Customer”); (ix) any contract or agreement that concerns the sale or acquisition of expenditure Contract with any material portion of the Company’s businesstwenty (20) largest vendors to the Company and its Subsidiaries, determined on the basis of expenditures by the Company and its Subsidiaries, taken as a whole, for the fiscal year ended December 31, 2018 (each, a “Significant Vendor”); (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses Contract (A) relating to any debit or credit card used by any Person who has a Health Savings Account or other tax-advantaged account or employee benefit administered by the Company or any of its Subsidiaries, (B) with any bank or investment partner relating to any Health Savings Account or other tax advantaged account or employee benefit administered by the Company Subsidiaryor any of its Subsidiaries or (C) that governs the custody of cash assets in a Health Savings Account or other tax-advantaged account or employee benefit administered by the Company or any of its Subsidiaries; (xi) any contract Contract between the Company or agreement involving annual payments any of its Subsidiaries, on the one hand, and any directors, executive officers (as such term is defined in excess the Exchange Act) or five percent (5%) stockholders of $500,000 that cannot be cancelled by the Company, on the other hand, other than Company Benefit Plans; or (xii) Contracts pursuant to which another Person grants the Company or a Company Subsidiary without penalty on a license, covenant not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative to assert or other similar agreement, understanding immunity or undertaking; (xiii) any contract or agreement authorization with respect to any other Person’s Intellectual Property Rights or Intellectual Property that are material to the employment or service of any current or former directors, officers, employees or consultants business of the Company or any of its Subsidiaries, with the exception of (A) any non-exclusive licenses to commercially available software and cloud services and granted on standard terms with an annual or aggregate fee not in excess of $2,000,000, (B) licenses for Open Source Software, (C) confidentiality agreements and (D) backup licenses from employees and contractors granted in the ordinary course of business in connection with providing services to the Company Subsidiaries or a Subsidiary; and (xiii) Contracts pursuant to which the Company or a Subsidiary grants another Person a license, covenant not to assert or other than, similar immunity or authorization with respect to Company Owned Intellectual Property Rights or Company Owned Intellectual Property where the rights granted are material to the business of the Company or any of its Subsidiaries, with the exception of (A) non-executive employees exclusive licenses granted to customers and consultantspotential customers (but solely, in such case, for evaluation purposes) in the ordinary course of business; , (xivB) any contract or agreement containing any confidentiality agreements, and (xC) non-competition exclusive licenses granted to consultants, contractors or exclusive dealing obligations vendors in the ordinary course of business for the sole purpose of the counterparty’s provision of products or other obligation which purports services to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion its Subsidiaries. (b) As of the business of the Company or the Company Subsidiaries is or can be conducteddate hereof, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each each Material Contract (A) is legal, valid and binding on the Company and its Subsidiaries to the Company Subsidiaries which are extent such Subsidiary is a party thereto, as applicable, and to such contractthe Knowledge of the Company, (B) each other party thereto, and is in full force and effect and enforceable in accordance with its terms and (C) will continue terms, except for such failures to be legal, valid, binding, enforceable, and in full force and effect in all that would not reasonably be expected to be material respects following to the consummation of Company and its Subsidiaries, taken as a whole, subject to the transactions contemplated by Enforceability Limitations. Except as would not reasonably be expected to be material to the Transaction Documents. Neither Company and its Subsidiaries, taken as a whole, neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto its Subsidiaries is in material violation breach of or default under the terms of any Material Contract. No benefits under any Material Contract will Except as would not reasonably be increased, and no vesting of any benefits under any Material Contract will expected to be accelerated, by material to the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company its Subsidiaries, and to the Knowledge of the Companytaken as a whole, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material other party to any Material Contract is in breach or default or permit termination, modification, or acceleration, under the terms of such Material ContractsContract.

Contracts. The (a) Section 3.13(a) of the Company has Previously Disclosed or provided (by hard copyDisclosure Letter sets forth, electronic data room or otherwise) to as of the Investor or its representatives date hereof, a true, correct and complete copies list of each of the following Contract (other than any Company Real Property Lease or Benefit Plan) that is in effect and to which the Company or any Company Subsidiary is a party (eachor which binds their respective properties or assets, a “Material Contract”):and that falls within any of the following categories: (i) any contract joint venture, partnership, or agreement relating strategic alliance Contract with a Third Party member that is material to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any the business of the foregoingCompany and the Company Subsidiaries, but taken as a whole, in which the Company or any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of businessCompany Subsidiary owns an Equity Interest; (ii) any contract or agreement Contract that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which requires aggregate capital expenditures by the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in an amount in excess of four million dollars ($500,0004,000,000) per annum individually, other than (A) any purchase order or Contract for supply, inventory or trading stock acquired in the ordinary course of business, or (B) any ordinary course Contracts with respect to land acquisitions, land development and construction; (viii) any lease settlement, conciliation or agreement under which similar Contract (A) with any Governmental Entity, (B) that requires the Company or any of the Company Subsidiaries is lessor of, to pay any monetary consideration of more than four hundred thousand dollars ($400,000) after the date of this Agreement or permits (C) that would otherwise limit in any Person to hold or operate, any property owned or controlled by material respect the operation of the Company or any Company Subsidiary (or, to the Knowledge of the Company SubsidiariesCompany, Parent or any of its other affiliates from and after the Closing) as currently operated; (viiv) any contract or agreement limiting, Contract that contains any covenant limiting in any material respect, respect the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, compete with any Person, in each case, in any geographic area; (viiv) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; Contract (viiiA) any contract or agreement that relates to Intellectual Property Rights any completed acquisition, divestiture, merger or similar transaction and contains representations, covenants, indemnities or other obligations that remain in effect (excluding any transactions solely among the Company and any wholly owned Company Subsidiary) and that are material to the business of the Company and the Company Subsidiaries, taken as a whole, (B) for any pending acquisition, directly or indirectly (by merger or otherwise) of a portion of the assets (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract goods, products or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, services in the ordinary course of business; ) or Equity Interests of any Person for aggregate consideration in excess of two million dollars (xiv$2,000,000) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation pursuant to which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary has continuing “earn-out” or other similar contingent payment obligations following the date hereof in excess of two million dollars ($2,000,000) or (C) that gives any Person the right to solicit customers or the manner in which, or the localities in which, all or acquire any portion of the business assets of the Company or the Company Subsidiaries (excluding ordinary course commitments to purchase homes, lots, goods, products or services) after the date hereof with a total consideration of more than two million dollars ($2,000,000); (vi) any Contract that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or can be conductedother Contract providing for or securing indebtedness for borrowed money or deferred payment (in each case, whether incurred, assumed, guaranteed or secured by any asset) in an outstanding principal amount in excess of one million dollars (y$1,000,000), other than any such contract between the Company or any Company Subsidiary, on the one hand, and any other Company Subsidiary, on the other hand; (vii) right any Contract for (A) the sale of first refusal any land parcels (whether or right of first offer or similar right or that limits or purports to limit the ability not developed) of the Company or a Company Subsidiary with a purchase price in excess of four million dollars ($4,000,000) (other than individual home sales in the ordinary course of business), (B) the purchase of any land parcels (whether or not developed) of the Company Subsidiaries or a Company Subsidiary or (C) the option to ownpurchase any land parcels (whether or not developed) of the Company or a Company Subsidiary, operatein the case of clauses (B) and (C), sell, transfer, pledge or otherwise dispose with a total purchase price for the land parcels subject thereto in excess of any material assets or eight million dollars ($8,000,000) (other than individual home sales in the ordinary course of business); and (xvviii) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on pursuant to which the Company or any Company Subsidiary receives a license to use any material Intellectual Property that is used in the business (other than licenses for “off-the-shelf” or other software widely available on generally standard terms and the Company Subsidiaries which are a party to such contract, conditions) or (B) pursuant to which the Company or any Company Subsidiary grants to a third party a license to use any material Company Intellectual Property. Each Contract of the type described in this Section 3.13(a) is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract in effect as of the date hereof have been made available to Parent (including pursuant to agreed-upon procedures to protect competitively sensitive information) or publicly filed with the SEC. (b) Except as would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Material Contract is a legal, valid, binding and enforceable obligation of the Company or the Company Subsidiary party thereto and is in full force and effect and enforceable in accordance with its terms (except as may be limited by the Enforceability Exceptions) and (Cii) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation none of the transactions contemplated by the Transaction Documents. Neither the Company, any Company nor any of the Company SubsidiariesSubsidiary or, nor to the Knowledge of the Company, any other party thereto counterparty is in material violation breach or default under any Company Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contracts.

Contracts. (a) The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) Made Available to the Investor or its representatives true, AcquisitionCo a correct and complete copies copy of each of the following written contracts to which the Company or any Company Subsidiary of its Subsidiaries is a party (eachparty, a “Material Contract”):or by which the Company or any of its Subsidiaries is bound, that are in effect as of the date hereof: (i) any contract (or agreement relating group of related contracts) involving the performance of services or the purchase of goods, materials or other assets by or to the Company or any of its Subsidiaries, the performance of which will involve (A) annual payments to or from the Company or any of its Subsidiaries of $50,000 or more, or (B) aggregate payments (including termination penalties) to or from the Company or any of its Subsidiaries of $100,000 or more; (ii) any contract concerning a partnership or joint venture; (iii) any contract (or group of related contracts) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, letters of creditor any capitalized lease obligation, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000100,000; (iv) any contract concerning noncompetition that limits or otherwise restricts the Company or any of its Subsidiaries or that would, except after the Effective Time, limit or restrict Parent, AcquisitionCo, the Surviving Corporation or any of their respective Affiliates, from engaging or competing in any line of business or in any geographic area, including any contract containing any “radius clause” applicable to markets in which the Company or any of its Subsidiaries has operations; (v) any contract relating to collective bargaining or employee association; (vi) any contract for those issued the employment of any individual on a full-time, part-time, consulting, or other basis who is an officer or director of the Company or any of its Subsidiaries that provides for annual compensation in excess of $100,000; (vii) any contract under which the consequences of a default or termination would reasonably be expected to have a Material Adverse Effect; (viii) any contract providing for the sale or exchange of, or option to sell or exchange, any material Company Property, or for the purchase or exchange of, or option to purchase or exchange, any real estate; (ix) any contract for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or Equity Interests of another person for aggregate consideration in excess of $100,000, in each case other than in the ordinary course of business; (iix) any contract or agreement that constitutes a collective bargaining license, royalty or other arrangement with contract concerning Intellectual Property (other than shrink-wrap software and databases licensed to the Company or any labor union;of its Subsidiaries under nonexclusive software licenses granted to end-user customers by third parties in the ordinary course of business of such third parties’ businesses), such Company Disclosure Letter indicating, in the case of any such license, whether the Company or any of its Subsidiaries is the licensee or licensor; and (iiixi) each written amendment, supplement and modification in respect of any contract or agreement that is a “material contract” within of the meaning of Item 601(b)(10foregoing. (b) Except as set forth in Section 4.14(b) of Regulation S-K; (iv) any lease or agreement under the Company Disclosure Letter, with respect to each such contract to which the Company or any of the Company its Subsidiaries is lessee ofa party, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of its Subsidiaries is bound, of a type described in Section 4.14(a) and in effect as of the date hereof: (i) the contract is legal, valid, binding, and enforceable against the Company Subsidiaries is lessor ofand/or certain of its Subsidiaries, or permits any Person as applicable, and, to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any allianceknowledge, cooperationthe other party thereto, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable effect; (ii) except for any such contract that expires in accordance with its terms and (C) terms, the contract will continue to be legal, valid, bindingbinding and enforceable against the Surviving Corporation and/or certain of its Subsidiaries, enforceableas applicable, and, to the Company’s knowledge, the other party thereto, and in full force and effect in all material respects on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither Effective Time; (iii) neither the Company nor any of the Company its Subsidiaries, nor to the Knowledge of the Companyas applicable, any other party thereto is in material violation breach or default under any Material Contract. No benefits under any Material Contract will be increaseddefault, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse the passage of time or giving of notice would constitute a material breach or default by the Company or any of its Subsidiaries, or permit termination, modification, termination or accelerationacceleration by the other party, under the Material Contractscontract; and (iv) to the Company’s knowledge, no other party to the contract is in material breach or default, and no event has occurred that with the passage of time or giving of notice would constitute a material breach or default by such other party, or permit termination or acceleration by the Company or its Subsidiary, under the contract.

Contracts. The Company (a) TSG has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies of each of SJET with the following contracts, agreements, leases, licenses, arrangements, commitments, sales orders, purchase orders or any claim or right or any benefit or obligation arising there under or resulting there from and currently in effect, whether oral or written, to which the Company or any Company Subsidiary TSG is a party (each, a “Material Contract”"Contracts"): (i) any contract Contract (or agreement relating group of related Contracts) for the lease of personal property to or from any person providing for lease payments in excess of $10,000 per annum; (ii) any Contract (or group of related Contracts) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a loss to TSG, or involve consideration in excess of $10,000; (iii) any Contract concerning a partnership or joint venture; (iv) any Contract (or group of related Contracts) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, letters of credit, capital or any capitalized lease obligations, obligations secured by obligation or under which it has imposed a Lien or interest rate or currency hedging agreements (including guarantees in respect of lien on any of its assets, tangible or intangible; (v) any Contract concerning confidentiality or noncompetition; (vi) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other plan or arrangement for the foregoingbenefit of its current or former directors, but in officers, and employees; (vii) any event excluding trade payablesContract under which its has advanced or loaned any amount to any of its directors, securities transactions officers, and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in employees outside the ordinary course of business; (iiviii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement Contract under which the Company or any consent of the Company Subsidiaries other party thereto is lessee of, or holds or operates, any property owned by any other Person required in connection with annual rent payments the assignment of such Contract in excess of $500,000; (v) any lease or agreement under which connection with the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000)transaction contemplated hereby; (ix) any contract Contract under which the consequences of a default or agreement that concerns the sale or acquisition of any termination could have a material portion of the Company’s business;adverse effect on TSG; or (x) any alliance, cooperation, joint venture, shareholders, partnership other Contract (or similar agreement involving a sharing group of profits or losses relating to related Contracts) the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments performance of which involves consideration in excess of $500,000 that cannot be cancelled 10,000. (b) All Contracts have been duly authorized and delivered by TSG and, any third party thereto, are in full force and effect against TSG and constitute the valid and binding obligations of TSG and, the respective parties thereto enforceable in accordance with their respective terms. As to the Contracts, (i) there are no existing breaches or defaults by TSG there under or, by the Company other parties to such Contracts; (ii) no event, act or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedgeomission has occurred or, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract hereby, will occur which (A) is legalwith or without notice, valid and binding on lapse of time or the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation happening or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any other event) would result in a default by TSG there under or give cause for termination thereof, provided that insofar as the foregoing representation involves the actions or omissions of parties other than TSG, it shall be limited to the Best Knowledge of TSG; (iii) none of them will result in any loss TSG upon completion or performance thereof; and (iv) none of the transactions contemplated by parties to the Transaction DocumentsContracts have expressed and indication to TSG of their intention to cancel, nor will the value of renegotiate, or exercise or not exercise any of the benefits option under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material such Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contracts.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwisea) to Schedule 6.11(a) of the Investor or its representatives true, correct and complete copies of each Disclosure Schedules contains a list of the following Contracts to which any of the Company or any Company Subsidiary Entities is a party (each, a “Material Contract”):or by which any of the Company Entities is bound: (i) any contract each Contract with a Significant Customer (as defined herein below), Significant Supplier (as defined herein below) and each other Contract that involves performance of services or agreement relating delivery of goods or materials by or to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course Company Entities of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) an amount or value in excess of $500,000, except for those issued in the ordinary course of business750,000; (ii) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any contract or agreement that constitutes a collective bargaining or other arrangement with any labor unionof the Company Entities in excess of $100,000; (iii) each Contract affecting the ownership of, leasing of, title to, use of or any contract leasehold or agreement that is other interest in any real or personal property (excepting personal property leases and installment and conditional sales agreements having a “material contract” within the meaning value per item or aggregate payments of Item 601(b)(10less than $100,000 and with a term of less than one (1) of Regulation S-Kyear); (iv) each Contract with any lease labor union or agreement under which the Company or any other employee representative of the Company Subsidiaries is lessee ofa group of employees relating to wages, or holds or operates, any property owned by any hours and other Person with annual rent payments in excess conditions of $500,000employment; (v) any lease each partnership, joint venture or agreement under which the Company other Contract involving a sharing of profits, losses, costs or liabilities by any of the Company Subsidiaries is lessor of, or permits Entities with any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiariesother Person; (vi) any contract or agreement limiting, each Contract containing covenants that in any material respect, the ability of the Company or way purport to restrict any of the Company Subsidiaries Entity’s (A) business activity, (B) freedom to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, compete with any Person, including any Contracts requiring such Company Entity to maintain an exclusive relationship or requiring such Company Entity to not to compete or to not to solicit in any manner, (C) ability to increase prices to a customer of the Business, or (D) operation of the Business; (vii) each Contract providing for payments to or by any settlementPerson based on sales, conciliation purchases or similar agreementprofits, other than direct payments for goods in the performance Ordinary Course of which will involve payment after the Closing Date of consideration in excess of $500,000Business; (viii) each power of attorney (or similar grant of authority) of any contract or agreement that relates to Intellectual Property Rights (other than a license granted to of the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000)Entities that is currently effective and outstanding; (ix) each Contract that contains or provides for an express undertaking by any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s businessCompany Entities be responsible for consequential damages or indemnification obligations; (x) each Contract for capital expenditures in excess of $100,000 for any alliance, cooperation, joint venture, shareholders, partnership item or similar agreement involving a sharing of profits or losses relating to $250,000 in the Company or any Company Subsidiaryaggregate; (xi) each executive employment Contract that provides for employment of senior executives or management personnel by any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company Entities on a full-time, part-time or a Company Subsidiary without penalty on not more than 90 days’ noticeother basis; (xii) each Contract for any material hedge, collar, option, forward purchasing, swap, derivative independent contractor or similar agreement, understanding or undertakingconsultant providing services to any of the Company Entities; (xiii) any contract each written warranty, guaranty or agreement other similar undertaking with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or contractual performance executed by any of the Company Subsidiaries Entities other than, with respect to non-executive employees and consultants, than in the ordinary course Ordinary Course of businessBusiness; (xiv) any contract Contract relating to the acquisition or agreement containing disposition, directly or indirectly, of any (x) non-competition or exclusive dealing obligations business, Real Property or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in whichassets, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose Equity Interests of any material assets or business; andother Person; (xv) any material contract Contract relating to Indebtedness, the borrowing of money, or agreement that would the guaranty of another Person’s borrowing of money or other obligation, including, without limitation, all notes, mortgages, indentures and other obligations, guarantees of performance, letters of credit, advances, and agreements and instruments for or relating to any lending or borrowing; (xvi) any Contract under which the execution and delivery of this Agreement or any Ancillary Document may cause a default, give rise to any right of termination, cancellation or acceleration, or require any consent Consent; (xvii) any Contract involving the settlement, release, compromise or approval waiver of a counterparty as a result any material rights, claims, obligations, duties or liabilities; (xviii) any management service, consulting, financial advisory or any other similar type Contract and all Contracts with investment or commercial banks; (xix) any Contract with any Related Parties; (xx) any Contract involving any ownership, right to use, use, infringement or any claim, liability or obligation with respect to any Intellectual Property; (xxi) any other material Contract of any of the consummation Company Entities, whether or not entered into in the Ordinary Course of Business, which shall include, without limitation, any Contract that requires payment by any Company Entity(ies) in excess of $500,000 in any twelve (12) month period that cannot be terminated on less than ninety (90) days’ notice without the payment of any termination fee, premium or penalty; and (xxii) each amendment, supplement and modification (whether oral or written) in respect of any of the transactions contemplated by this Agreement. Each foregoing. (b) Except as set forth in Schedule 6.11(b) of the Disclosure Schedules: (i) each Contract identified or required to be identified in Schedule 6.11(a) of the Disclosure Schedules (the “Company Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (BContracts”) is in full force and effect and is valid and enforceable in accordance with its terms; (ii) each Company Entity is in compliance with all applicable terms and requirements of each Material Contract; (Ciii) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the CompanyCompany Entities, no other party to any Company Material Contract is in default thereunder; (iv) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give any Company Entity or any other party thereto is in the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Company Material Contract; and (v) no Company Entity has waived any material violation or default right under any of the Company Material ContractContracts or modified any material terms thereof. There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any of the Company Entities under current or completed Company Material Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. No benefits under party to any Company Material Contract will be increasedhas exercised any acceleration, cancellation, termination or modification rights with respect thereto, and no vesting of party to any benefits under any Company Material Contract will be accelerated, by the occurrence of or other Person has notified any of the transactions contemplated by the Transaction Documents, nor will the value Company Entities of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and its intention to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contractsdo so.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwisea) SCHEDULE 3.08(A) to the Investor Company Disclosure Schedule and the Company SEC Documents contain a complete and accurate list, and the Company has delivered or its representatives true, correct made available to Veeco true and complete copies (or, in the case of oral Contracts, summaries), of: (i) each Contract that is executory in whole or in part and involves performance of the following to which services or delivery of goods or materials by the Company or any Company Subsidiary is a party (each, a “Material Contract”):other Acquired Corporation of an amount or value in excess of $250,000; (iii) any contract each Contract that is executory in whole or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions part and brokerage agreements arising was not entered into in the ordinary course of business, intercompany indebtedness business and immaterial leases for telephones, copy machines, facsimile machines and that involves expenditures or receipts of the Company or any other office equipment) Acquired Corporation in excess of $500,000250,000; (iii) each lease, rental or occupancy agreement, license agreement, installment and conditional sale agreement, and any other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property of any Acquired Corporation (except for those issued personal property leases and installment and conditional sales agreements having a value per item or annual payments of less than $175,000); (iv) other than licensing agreements entered into in connection with product sales in the ordinary course of the Company's or the other Acquired Corporations' business; (ii) , each material licensing agreement or any contract or agreement that constitutes a collective bargaining other material Contract with respect to patents, trademarks, copyrights or other arrangement Intellectual Property, including material Contracts with any labor union; (iii) any contract current or agreement that is a “material contract” within former employees, consultants or contractors regarding the meaning appropriation or the non-disclosure of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000Intellectual Property; (v) each collective bargaining agreement and any lease other Contract to or agreement under which the Company with any labor union or other employee representative of a group of employees of any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company SubsidiariesAcquired Corporation; (vi) each joint venture, partnership and any contract other material Contract (however named) involving a sharing of profits, losses, costs or agreement limiting, liabilities by an Acquired Corporation with any other Person; (vii) each Contract containing covenants that in any material respect, way purport to restrict the ability business activity of an Acquired Corporation or limit the Company or any freedom of the Company Subsidiaries an Acquired Corporation to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, compete with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) each Contract providing for material payments to or by any contract Person based on sales, purchases or agreement that relates to Intellectual Property Rights (profits, other than a license granted to the Company direct payments for commercially available software licensed on standard terms with a total replacement cost of less than $500,000)goods; (ix) any contract or agreement each power of attorney that concerns the sale or acquisition of any material portion of the Company’s businessis currently effective and outstanding granted by and relating to an Acquired Corporation; (x) any alliance, cooperation, joint venture, shareholders, partnership each Contract that contains or similar agreement involving a sharing of profits or losses relating provides for an express undertaking by an Acquired Corporation to the Company or any Company Subsidiarybe responsible for consequential damages; (xi) any contract each Contract that is executory in whole or agreement involving annual payments in part and involves capital expenditures by an Acquired Corporation in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice250,000; (xii) any material hedgeeach written warranty, collar, option, forward purchasing, swap, derivative or guaranty and/or other similar agreement, understanding or undertaking; (xiii) any contract or agreement undertaking with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries contractual performance extended by an Acquired Corporation other than, with respect to non-executive employees and consultants, than in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xvxiii) each Contract with any material contract employee, director or agreement that would require any consent or approval officer of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contractsan Acquired Corporation.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwisea) to the Investor or its representatives true, correct and complete copies of each Section 6.13 (a) of the Parent Disclosure Letter lists the following Contracts to which the Company Parent or any Company Subsidiary of its Subsidiaries is a party (each, a “Material Contract”):that are in effect as of the date hereof: (i) any contract 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 agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of businessits Subsidiaries is a party to or bound; (ii) each Contract not contemplated by this Agreement that materially limits the ability of Parent or any contract of its Subsidiaries to engage in its business or agreement that constitutes a collective bargaining or other arrangement with compete in any labor unionmanner; (iii) each Contract that creates a partnership, joint venture or any contract strategic alliance with respect to Parent or agreement that is a “material contract” within any of its Subsidiaries, other than the meaning organizational documents of Item 601(b)(10) of Regulation S-KParent or its Subsidiaries; (iv) each employment, consulting, services or similar Contract with any lease employee, consultant or agreement under which the Company independent contractor of Parent or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000its Subsidiaries; (v) any lease each indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or agreement under which the Company other evidence of Indebtedness or any Contract providing for Indebtedness in excess of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries$1,000,000; (vi) any contract each Contract that relates to the acquisition or agreement limitingdisposition, in directly or indirectly, of any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, (whether by restricting territoriesmerger, customers sale of stock, sale of assets or otherwise) or material asset, or in including any vessel, other material respect, with any Personthan this Agreement; (vii) each Contract that relates to the acquisition or disposition, directly or indirectly (whether by merger, sale of stock, sale of assets (including any settlementParent Vessel) or otherwise), conciliation by Parent or similar agreement, the performance any of which will involve payment its Subsidiaries after the Closing Date date of this Agreement of assets or any material business for consideration with a fair market value in excess of $500,0001,000,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted Contract related to the Company for commercially available software licensed on standard terms with a total replacement cost acquisition or disposition, directly or indirectly (by merger, sale of less than $500,000stock, sale of assets or otherwise), by Parent or any of its Subsidiaries prior to the date of this Agreement that includes provisions that are in effect in respect of “earn-outs” or deferred or contingent consideration; (ix) each ship-sales, memorandum of agreement, bareboat charter or other vessel acquisition Contract for Newbuildings and secondhand vessels contracted for by Parent or any contract or agreement that concerns of its Subsidiaries and other Contracts with respect to Newbuildings and the sale or acquisition of any financing thereof, including performance guarantees, counter guarantees, refund guarantees, material portion of the Company’s businesssupervision agreements and material plan verification services agreements; (x) any allianceeach operating agreement, cooperationmanagement agreement, joint venturecrewing agreement, shareholders, partnership Contract of affreightment or financial lease (including sale/leaseback or similar agreement involving a sharing of profits or losses relating arrangements) with respect to the Company or any Company SubsidiaryParent Vessel; (xi) any contract Contract with a Third Party for the charter of any Parent Vessel, other than any (A) voyage charter or agreement involving annual payments in excess (B) time charter with a duration of $500,000 that cannot be cancelled by the Company 12 months or a Company Subsidiary without penalty on not more than 90 days’ noticeless; (xii) each collective bargaining agreement or other Contract with a labor union to which Parent or any material hedge, collar, option, forward purchasing, swap, derivative of its Subsidiaries is a party or similar agreement, understanding or undertakingotherwise bound; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company each Contract that provides for indemnification by Parent or any of the Company its Subsidiaries to any Person other than, with respect to non-executive employees and consultants, than a Contract entered into in the ordinary course of businessbusiness or that is not material to any of Parent or its Subsidiaries; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation each Contract to which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company Parent or any of the Company its Subsidiaries to own, operate, sell, transfer, pledge is a party or otherwise dispose of bound that contains a so-called “most favored nations” provision or similar provisions requiring Parent or its Affiliates to offer to a Person any material assets terms or businessconditions that are at least as favorable as those offered to one or more other Persons; and (xv) each Contract involving a standstill or similar obligation of Parent or any material contract or agreement that would require any consent or approval of a counterparty as a result its Subsidiaries. (b) Parent has heretofore made available to the Oceanbulk Companies true and complete copies of the consummation Parent Material Contracts as in effect as of the transactions contemplated by this Agreementdate hereof. Each Except for breaches, violations or defaults which would have a Parent Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contractAdverse Effect, (Bi) each of the Parent Material Contracts is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, enforceable and in full force and effect in all material respects following with respect to Parent and its Subsidiaries and, to the consummation Knowledge of Parent, the transactions contemplated other parties thereto, except to the extent that the enforceability thereof may be limited by the Transaction Documents. Neither Equitable Exceptions and except for any Parent Material Contracts that have expired or been terminated after the Company nor any date hereof in accordance with its terms, and none of the Company Parent, its Subsidiaries, nor to the Knowledge of the Company, Parent any other party thereto is in material violation to a Parent Material Contract has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a breach or default under under, or give rise to any Material Contract. No benefits under any Material Contract will be increasedright of cancellation or termination of or consent under, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each such Parent Material Contract, and to the Knowledge (ii) none of the CompanyParent or its Subsidiaries has received written notice that it has breached, no event has occurred that with notice violated or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, defaulted under the any Parent Material ContractsContract.

Contracts. (a) The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) made available to the Investor or its representatives Parent true, correct and complete copies copies, as of each the date of this Agreement, of the following Contracts to which the Company or any Company Subsidiary of its Subsidiaries is a party (each, a “Material Contract”):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 the Company or any contract of its Subsidiaries is a party to or agreement relating bound; (ii) each Contract not contemplated by this Agreement that limits the ability of the Company or any of its Subsidiaries or Affiliates to indebtedness 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 the Company 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 borrowed moneyIndebtedness individually in excess of $10,000,000; (vi) each Contract entered into since January 1, letters of credit2024 that relates to the acquisition or disposition, capital lease obligationsdirectly or indirectly, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any business (whether by merger, amalgamation, sale of the foregoingstock, but in sale of assets or otherwise) or any event excluding trade payablesmaterial assets, securities transactions and brokerage agreements arising 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 businessbusiness or that are obsolete, intercompany indebtedness worn out, surplus or no longer used or useful in the conduct of business of the Company 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 immaterial leases secondhand vessels contracted for telephones, copy machines, facsimile machines by the Company or any of its Subsidiaries (other than Company Owned Vessels) and other office equipmentContracts entered into since January 1, 2024 with respect to Newbuildings of the Company or any of its Subsidiaries and the financing thereof, including performance guarantees, counter guarantees, refund guarantees, supervision agreements and plan verification services agreements; (viii) in excess each pool agreement, management agreement, crewing agreement or financial lease (including sale/leaseback or similar arrangements) with respect to any Company Vessel; (ix) any Contract with a Third Party for the charter of $500,000, except any Company Vessel; (x) each collective bargaining agreement or other Contract with a labor union to which the Company or any of its Subsidiaries is a party or otherwise bound; (xi) each Contract that provides for those issued indemnification by the Company or any of its Subsidiaries to any Person other than a Contract entered into in the ordinary course of business; (iixii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under each Contract pursuant to which the Company or any of its Subsidiaries spent or received, in the Company Subsidiaries is lessee ofaggregate, more than $2,500,000 during the twelve (12) months prior to the date hereof or holds could reasonably be expected to spend or operatesreceive, any property owned by any other Person with annual rent payments in excess of the aggregate, more than $500,0002,500,000 during the twelve (12) months immediately after the date hereof; (vxiii) any lease or agreement under each Contract to which the Company or any of the Company its Subsidiaries is lessor of, a party or permits any Person to hold otherwise bound that contains a so-called “most favored nations” provision or operate, any property owned or controlled by similar provisions requiring the Company or its Affiliates to offer to a Person any of the Company Subsidiaries;terms or conditions that are at least as favorable as those offered to one or more other Persons; and (vixiv) any contract each Contract involving a standstill or agreement limiting, in any material respect, the ability similar obligation of the Company or any of its Subsidiaries. (b) Except as set forth on Section 4.15(b) of the Company Subsidiaries Disclosure Letter or would not reasonably be expected to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other be material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with and its Subsidiaries, taken as a total replacement cost of less than $500,000); whole, (ixi) any contract or agreement that concerns the sale or acquisition of any material portion each of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries Material Contracts is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, enforceable and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither with respect to the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company its Subsidiaries, and to the Knowledge of the Company, each of 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 performed expired or been terminated after the date hereof in all material respects all material obligations required to be performed by them under each Material Contractaccordance with its terms, and (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the CompanyCompany any other party to a Material Contract, no event has occurred that violated any provision of, or taken or failed to take any act which, with notice or without notice, lapse of time time, or both, would constitute a material breach or default or permit termination, modificationunder, or accelerationgive rise to any right of cancellation or termination of or consent under, such Material Contract, and neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under the any Material ContractsContract.

Contracts. The (a) Section 3.13(a) of the Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies Disclosure Letter sets forth a list of each of the following Contract, including all amendments, supplements, exhibits and side letters to any such Contract, to which the Company or any Company Subsidiary is a party (eachor by which any of its properties or assets are bound which, a “Material Contract”):as of the date of this Agreement: (i) any contract is required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(2), (4), (9) or agreement relating (10) of Regulation S-K promulgated under the Securities Act or required to indebtedness for borrowed moneybe disclosed under Item 404 of Regulation S-K under the Securities Act (provided, letters that the Company shall only be required to list in clause (i) of creditSection 3.13(a) those Contracts that have not been filed with the SEC on or after January 1, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business2015); (ii) any contract or agreement that constitutes a collective bargaining involves aggregate payments by, or other arrangement with any labor union; (iii) any contract consideration or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which expenditures from, the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments Subsidiary in excess of $500,000; 500,000 over the remaining term of such Contract, and is not cancelable within sixty (v60) any lease days without material payment by or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating penalty to the Company or any Company Subsidiary; (xiiii) contains any contract non-compete or agreement involving annual payments in excess exclusivity provisions with respect to any line of $500,000 that cannot be cancelled by the Company business or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement geographic area with respect to the employment Company or service any Company Subsidiary, or upon consummation of the Transactions, Parent or its Subsidiaries, or which restricts in any material respect the conduct of any current or former directors, officers, employees or consultants line of business of the Company or any Company Subsidiary, or upon consummation of the Company Subsidiaries Transactions, Parent or its Subsidiaries; (iv) establishes a partnership, joint venture or similar arrangement; (v) relates to the borrowing of money or extension of credit, in each case having a principal amount of Indebtedness in excess of $1,000,000 other than, with respect to non-executive employees than accounts receivables and consultants, payables incurred or arising in the ordinary course of businessbusiness consistent with past practice; (xivvi) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of requires the Company or any Company Subsidiary to solicit customers dispose of or acquire assets or properties with a fair market value in excess of $1,000,000, or involves any pending or contemplated merger, consolidation or similar business combination; (vii) is a Company Investment Contract; (viii) requires any delivery of notice or prior consent in connection with the Transactions, where, if such notice or consent were not made or obtained, would give rise to any right of termination, cancellation, acceleration or amendment of, or trigger any payments or the manner in whichcreation of a Lien or other encumbrance, or result in any violation of or breach of or constitute a default under such Contract in connection with the localities in which, all or any portion consummation of the business of Mergers and the Company other Transactions; (ix) is with a Governmental Entity; (x) relates to a Related Party Transaction; or (xi) contains any obligation, contingent or otherwise, on the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability part of the Company or any of its Subsidiaries to indemnify any other Person. (b) Each Contract of the type described above in Section 3.13(a), whether or not set forth in Section 3.13(a) of the Company Subsidiaries Disclosure Letter, is referred to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty herein as a result of “Company Material Contract.” Except as, individually or in the consummation of the transactions contemplated by this Agreement. Each aggregate, would not have or reasonably be expected to have a Company Material Adverse Effect, each Company Material Contract (A) is legal, valid and valid, binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms on the Company and (C) will continue each Company Subsidiary that is a party thereto and, to be legalthe knowledge of the Company, valid, binding, enforceableeach other party thereto, and is in full force and effect effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Except as, individually or in the aggregate, would not have or reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Subsidiary has performed all material respects following obligations required to be performed by it under each Company Material Contract and, to the consummation knowledge of the transactions contemplated Company, each other party thereto has performed all obligations required to be performed by the Transaction Documentsit under such Company Material Contract. Neither the Company nor any None of the Company Subsidiariesor any Company Subsidiary, nor nor, to the Knowledge knowledge of the Company, any other party thereto thereto, is in material breach or violation of, or default under under, any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute a material violation, breach or default under any Company Material Contract, except where in each case such breach, violation or permit terminationdefault, modificationindividually or in the aggregate, would not have or accelerationreasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received written or, to the knowledge of the Company, other notice of any violation or default under any Company Material Contract. (c) The Company has delivered or made available to Parent or provided to Parent for review, prior to the execution of this Agreement, true and complete copies of all of the Company Material Contracts.

Contracts. The (a) Section 3.10 of the Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies of Disclosure Letter lists each of the following Contracts which the Company or any Subsidiary, as of the date of this Agreement, is a party to or bound by: (i) any Contract (other than any Contract solely between the Company and any of its Subsidiaries) relating to outstanding indebtedness for borrowed money pursuant to which the Company or any Subsidiary has an outstanding principal amount in excess of $250,000; (ii) any Contract relating to a security interest imposed on any Vessel or other asset or property of the Company or any of its Subsidiaries, other than Permitted Liens; (iii) with respect to any joint venture, partnership or other similar agreement or arrangement with a third party, any Contract that relates to the formation, creation, operation, management or control of such joint venture, partnership or similar agreement or arrangement; (iv) any Contract that involves or would reasonably be expected to involve aggregate payments by or to the Company or any Subsidiary is a party in excess of $250,000 in any twelve-month period; (eachv) any Contract that (A) would limit the freedom of the Company or any Subsidiary to compete in any line of business or with any person or in any area after the Closing, (B) contains exclusivity obligations or restrictions that would be binding on the Company or any Subsidiary after the Closing or (C) provides for a “Material Contract”):most favored nations” pricing status for any party thereto; (ivi) any contract or agreement Contract relating to indebtedness any material interest rate, derivatives or hedging transaction; (vii) any Contract with any supplier of or for borrowed moneythe furnishing of services to the Company or any of its Subsidiaries involving consideration of more than $250,000 over its remaining term (including any automatic extensions thereto); (viii) any ship management agreement, letters contract of creditaffreightment, capital financial lease (including any sale/leaseback agreement or similar arrangement) or charter (time, bareboat or otherwise) with respect to any Vessel, and Section 3.10(a)(viii) of the Company Disclosure Letter sets forth the classification of each such charter as time, bareboat or other; (ix) any Contract (including any Contract including an option) for or relating to the purchase or sale of any Vessel or other vessel (other than any such Contract under which the Company and the Subsidiaries have no continuing obligations, liabilities, rights or options); (x) any Contract under which the Company or any Subsidiary has directly or indirectly guaranteed liabilities or obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any person (in each case other than endorsements for the purpose of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising collection in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business); (iixi) any contract Contract that prohibits the payment of dividends or agreement that constitutes a collective bargaining distributions in respect of the share capital of the Company or other arrangement with any labor unionSubsidiary, prohibits the pledging of the share capital of the Company or any Subsidiary or prohibits the issuance of any guarantee by the Company or any Subsidiary; (iiixii) any contract effective power of attorney granted by the Company or agreement that is any of its Subsidiaries other than those granted to any existing director of the Company or any existing director of a “material contract” within the meaning of Item 601(b)(10) of Regulation S-KSubsidiary; (ivxiii) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, Subsidiary provided loans or holds or operates, any property owned by advanced money to any other Person with annual rent payments in excess of $500,000;person (other than intercompany indebtedness or arrangements); and (vxiv) any lease or agreement under which Contract between the Company or any of Subsidiary, on the Company Subsidiaries is lessor ofone hand, and any current or permits any Person to hold former director, officer, employee, independent contractor or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability consultant of the Company or any Subsidiary, on the other hand, including any Contract that contains restrictive covenants prohibiting such person from taking certain actions, including non-competition, non-solicitation, no-hire, non-disparagement or non-disclosure restrictions but not including any Company Benefit Plan, in each case under which there continues to be any obligation by any party to the other as of the Company Subsidiaries to engage in any line date of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contracts.

Contracts. The (a) Except as disclosed in SCHEDULE 4.20, neither the Company has Previously Disclosed nor its Subsidiaries is a party or provided (by hard copy, electronic data room or otherwise) subject to the Investor or its representatives true, correct and complete copies of each any of the following to which the Company written or any Company Subsidiary is a party (each, a “Material Contract”): oral contracts and agreements: (i) any contract union or agreement collective bargaining agreements and any employment contracts; (ii) any contracts with agents, consultants, advisors, salespersons, sales representatives, distributors or dealers; (iii) any contracts or commitments for capital expenditures or the acquisition of fixed assets providing for payments of $10,000 in the aggregate; (iv) any contracts relating to the rental or use of equipment, other personal property or fixtures involving payment of fixed or contingent annual rentals or sums in excess of $10,000; (v) any contracts relating in any way to indebtedness for borrowed moneymoney or evidenced by a bond, letters debenture, note or other evidence of indebtedness (whether secured or unsecured) including but not limited to, indebtedness by way of lease or installment purchase arrangement, guarantee, undertaking on which others rely in extending credit, capital lease obligationsor otherwise, obligations secured by a Lien and any conditional sales contracts, chattel and purchase money mortgages and other security arrangements with respect to any equipment, other personal property or interest rate or currency hedging agreements fixtures; (including guarantees in respect of vi) any contracts limiting the freedom of the foregoing, but Company or its Subsidiaries to engage in or to compete in any event excluding trade payablesline of business or with any person or in any area or to use or disclose any information in its possession; (vii) any license or franchise agreements, securities transactions and brokerage agreements arising either as licensor or licensee or as franchisee or franchisor; (viii) any contracts or commitments not made in the ordinary course of business, intercompany indebtedness and immaterial leases ; (ix) any joint venture or partnership contracts; (x) any contracts or agreements for telephones, copy machines, facsimile machines and other office equipment) in excess the purchase of $500,000, except for those issued any materials or supplies or services in the ordinary course of business; business and involving more than $10,000 in consideration in each such case; (iixi) any contract contracts or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement agreements under which either the Company or its Subsidiaries has agreed to indemnify any of the Company Subsidiaries is lessee ofperson or entity with respect to, or holds or operatesto share, any property owned by liability of any person or entity; and (xii) any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any commitment which is material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract its Subsidiaries or agreement involving annual payments in excess of $500,000 that cannot that, if terminated, could reasonably be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect expected to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other thanhave, with respect to non-executive employees the passage of time or otherwise, a Material Adverse Effect. The contracts and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries agreements which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under identified in SCHEDULE 4.20 are each Material Contract, hereinafter referred to individually as a "CONTRACT" and to collectively as the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contracts"CONTRACTS."

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwisea) There have been made available to the Investor or its representatives Parent true, correct and complete copies of each all of the following contracts to which the Company or any Company Subsidiary is a party (each, a “Material Contract”): (i) any contract or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company its Subsidiaries is lessee of, a party or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries them is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any bound as of the Company Subsidiaries; date of this Agreement (vi) any contract or agreement limiting, in any material respectcollectively, the ability "MATERIAL CONTRACTS"): (i) contracts with any director of the Company, material contracts (other than those terminable at will without penalty) with any current officer of the Company or any of its Subsidiaries and employment, severance or termination agreements with any executive officer of the Company or any of its Subsidiaries; (ii) contracts (A) for the sale (other than completed sales) of material assets of the Company or any of its Subsidiaries, other than contracts entered into in the ordinary course of business or (B) for the grant to any person of any preferential rights to purchase any of its assets; (iii) contracts which restrict the Company or any of its Subsidiaries to engage from competing in any line of business or to competewith any person in any geographical area, whether by restricting territoriesother than those the performance or breach of which could not, customers or otherwise, individually or in any the aggregate, be reasonably likely to have a Company Material Adverse Effect; and (iv) indentures, credit agreements, security agreements, mortgages, guarantees, promissory notes and other material respectcontracts relating to the borrowing of money, with any Person; other than (viiA) any settlement, conciliation or similar agreement, of the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) foregoing with respect to indebtedness to any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost Person of less than $500,000); 5.0 million, (ixB) intercompany loans or guarantees between the 22 Company and any contract of its Subsidiaries or agreement that concerns between any such Subsidiaries or for the sale benefit of, or acquisition of any material portion of the Company’s business; (x) any allianceguaranteeing or securing obligations of, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company and (C) security agreements covering personal property that are not individually or any in the aggregate material to the Company and its Subsidiaries, taken as a whole. (b) Except as specified in Section 3.14 of the Company Subsidiaries other thanDisclosure Letter, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability all of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which Contracts are a party to such contract, (B) is in full force and effect and are the legal, valid and binding obligations of the Company and/or its Subsidiaries, enforceable against them in accordance with its terms their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (C) will continue regardless of whether enforcement is sought in a proceeding at law or in equity), except where the failure of such Material Contracts to be in full force and effect or to be legal, valid, bindingbinding or enforceable against the Company and/or its Subsidiaries has not had and could not, enforceableindividually or in the aggregate, and reasonably be expected to have a Company Material Adverse Effect. Except as specified in full force and effect in all material respects following the consummation Section 3.14 of the transactions contemplated by the Transaction Documents. Neither Company Disclosure Letter, neither the Company nor any of the Company Subsidiariesits Subsidiaries is in breach or default in any material respect under any Material Contract nor, nor to the Knowledge of the Company, is any other party thereto is in material violation or default under any Material Contract. No benefits under to any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default thereunder in any material respect, except for such breaches or permit terminationdefaults that have not had and could not, modificationindividually or in the aggregate, or acceleration, under the reasonably be expected to have a Company Material ContractsAdverse Effect.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies of each As of the following to which date of this Agreement, neither the Company or nor any Company Subsidiary of its Subsidiaries is a party (each, a “Material Contract”):to: (i) any contract or agreement relating Contract that would be required to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured be filed by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is Company as a “material contract” within the meaning of pursuant to Item 601(b)(10) of Regulation S-KK under the Securities Act; (ivii) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; Contract that (vA) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, restricts the ability of the Company or any of its Subsidiaries (or, after the Closing, would restrict Parent, TopCo or any of their respective Subsidiaries) in any material respect to compete with any other person or acquire or dispose of the securities of another person and (B) is material to the Company and its Subsidiaries, taken as a whole; (iii) any loan, mortgage, note, debenture, bond, indenture or other similar Contract pursuant to which any Indebtedness of the Company or any of its Subsidiaries, in each case in excess of $500.0 million, is outstanding or may be incurred, other than any such Contract solely between or among any of the Company and any of its Subsidiaries; (iv) any Contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such Contract solely between or among any of the Company and any of its Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to engage declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other equity interests, as the case may be; (vi) any Contract that by its terms calls for aggregate payments by the Company or any of its Subsidiaries of more than $500.0 million in any line fiscal year period or $1.0 billion in the aggregate over the term of business such Contract, except for any such Contract that may be canceled by the Company, without any material penalty or other liability to competethe Company or any of its Subsidiaries, whether by restricting territories, customers upon notice of 180 days or otherwise, or in any other material respect, with any Personless; (vii) any settlementContract that involves, conciliation or similar agreementis reasonably expected in the future to involve, the performance of which will involve payment after the Closing Date of consideration in excess annual revenues of $500,000500.0 million in the aggregate; (viii) any contract or agreement that relates to Intellectual Property Rights (material Contract, other than Contracts for transportation services to be provided for FERC-regulated Natural Gas Act or Interstate Commerce Act transportation services pursuant to an open season, that contains a license granted to “most favored nation” or any similar term for the benefit of a third party that restricts the business of the Company for commercially available software licensed on standard terms with (or would, after the Closing, restrict the business of Parent, TopCo or any of their respective Subsidiaries) in a total replacement cost of less than $500,000)material manner; (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s businesscollective bargaining agreement; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to Contract under which the Company or any Company Subsidiary; (xi) of its Subsidiaries has advanced or loaned any contract or agreement involving annual payments in excess amount of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) money to any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any its current or former directors, officers, employees or consultants consultants, in each case with a principal amount in excess of $100,000; (xi) any material Contract that includes any Affiliate of the Company or any (other than a Subsidiary of the Company Subsidiaries Company) as a counterparty or third party beneficiary; (xii) any Contract to acquire all or a portion of the capital stock, business, property or assets of any other than, with respect to person for an amount of cash (or value of non-cash consideration) in excess of $500.0 million; (xiii) any Contract in favor of directors or executive employees and consultants, in the ordinary course of business;officers relating to employment or compensation or providing rights to indemnification; or (xiv) any contract Contract the loss or agreement containing any breach of which would reasonably be expected to have a Company Material Adverse Effect. Each such Contract described in clauses (xi) non-competition through (xiv) above is referred to herein as a “Company Specified Contract”. The Company has delivered or exclusive dealing obligations or other obligation which purports made available to limit or restrict in any respect the ability Parent true and complete copies of all Company Specified Contracts. Each of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries Specified Contracts is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and or the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any Subsidiary of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increasedand, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties party thereto, have performed and is in all material respects all material obligations required full force and effect, except for such failures to be performed valid and binding or to be in full force and effect that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no default under any Company Specified Contract by them under each Material Contractthe Company or any of its Subsidiaries or, and to the Knowledge of the Company, no event has occurred by any other party thereto, in each case except for such defaults that with notice have not had and would not reasonably be expected to have, individually or lapse of time would constitute in the aggregate, a material breach or default or permit termination, modification, or acceleration, under the Company Material ContractsAdverse Effect.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwisei) to the Investor or its representatives true, correct and complete copies of each Section 3.01(j) of the following Company Disclosure Schedule sets forth each contract, commitment, agreement, lease, instrument, arrangement, understanding, obligation or undertaking to which the Company or any Company Subsidiary of its subsidiaries is a party (eachor by or to which any of their properties are bound or subject that is material to the business of the Company and its subsidiaries, taken as a “Material Contract”):whole, including any such contract, commitment, agreement, lease, instrument, arrangement, understanding, obligation or undertaking: (iA) any contract pursuant to which the Company or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoingits subsidiaries has agreed not to compete with any person, but or to actively engage, in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course line of business; (iiB) pursuant to which the Company or any contract or agreement that constitutes a collective bargaining or other arrangement with any labor unionof its subsidiaries has entered into an exclusive distributorship arrangement; (iiiC) with (1) any contract beneficial owner of more than one percent of the outstanding Company Common Stock or agreement that is a “material contract” within more than one percent of the meaning capital stock of Item 601(b)(10any of the Company's subsidiaries, (2) any affiliate of Regulation S-Kthe Company or any of its subsidiaries or (3) any current or former director, officer, employee or consultant of the Company or any of its subsidiaries or of any affiliate of the Company or any of its subsidiaries (other than pursuant to Benefit Agreements or Benefit Plans); (ivD) any lease or agreement that grants exclusive license rights to material Intellectual Property of the Company; (E) under which the Company or any of the Company Subsidiaries its subsidiaries has (1) incurred any indebtedness for borrowed money that is lessee ofcurrently owing or (2) given any guarantee in respect of indebtedness for repayment of borrowed money, or holds or operates, any property owned by any other Person with annual rent payments in each case having an aggregate principal amount in excess of $500,000100,000; (vF) that contains any lease guarantees as to the Company's or agreement under any of its subsidiaries future revenues or operating income; (G) that is otherwise material and that requires any consent (including any consent to assignment) of or notice to a third party, or any approval, authorization, qualification or order of any Governmental Entity, in connection with this Agreement or the consummation of the transactions contemplated hereby in order to avoid termination of or loss of benefits thereunder; (H) providing for payments of royalties to third parties at a current rate in excess of $100,000 per year; (I) not made in the ordinary course of business granting a third party any license to any material Intellectual Property rights of the Company or any of its subsidiaries, other than "shrink-wrap" licenses or licenses granted in connection with the sale of products; (J) providing confidential treatment by the Company or any of its subsidiaries of third party information, other than (1) nondisclosure agreements entered into by the Company or any of its subsidiaries in the ordinary course of business or (2) the Confidentiality Agreement; (K) granting the other party thereto or a third party "most favored nation" status that, following consummation of the Merger, would in any way apply to Parent or any of its subsidiaries (other than the Company and its subsidiaries and their products); (L) pursuant to which the Company or any of the Company Subsidiaries is lessor of, its subsidiaries receives or permits has a continuing obligation to purchase any Person to hold information technology services or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any information technology products that are material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion conduct of the business of the Company or the Company Subsidiaries is or can be conductedand its subsidiaries, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty taken as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contractswhole.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwisea) to the Investor or its representatives true, correct and complete copies of each Section 3.16(a) of the following Company Disclosure Letter sets forth a list of all Material Contracts as of the date of this Agreement. For purposes of this Agreement, “Material Contract” means any Contract to which the Company or any Company Subsidiary of its Subsidiaries is a party (each, a “Material Contract”):or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound that: (i) any contract is or agreement relating would be required to indebtedness for borrowed moneybe filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) relates to the formation, letters of creditcreation, capital lease obligationsgovernance, obligations secured by a Lien economics or interest rate or currency hedging agreements (including guarantees in respect control of any joint venture, partnership or other similar arrangement, other than (x) with respect to any partnership that is wholly owned by the Company or any of its wholly owned Subsidiaries and (y) for the foregoingavoidance of doubt, but in any event excluding trade payablesmarketing, securities transactions licensing, manufacturing and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued distribution Contracts entered into in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) provides for indebtedness for borrowed money of the Company or any contract of its Subsidiaries having an outstanding or agreement that is a “material contract” within committed amount in excess of $10 million, other than (A) indebtedness solely between or among any of the meaning Company and any of Item 601(b)(10its wholly owned Subsidiaries or (B) letters of Regulation S-Kcredit; (iv) relates to the acquisition or disposition of any lease business, assets or agreement properties (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration under such Contract in excess of $10 million (A) that was entered into after January 1, 2015 or (B) pursuant to which any earn-out, indemnification or deferred or contingent payment obligations remain outstanding that would reasonably be expected to involve payments by or to the Company or any of its Subsidiaries of more than $5 million after the date hereof (in each case, excluding for the avoidance of doubt, acquisitions or dispositions of supplies, inventory, merchandise or products in the ordinary course of business or of supplies, inventory, merchandise, products, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company or its Subsidiaries); (v) is a Contract (other than purchase orders under a master agreement) for the purchase of materials, supplies, goods, services, equipment or other assets pursuant to which the Company or any of the Company its Subsidiaries is lessee of, or holds or operates, would reasonably be expected to make payments of more than $10 million during any property owned by any other Person with annual rent payments in excess of $500,000fiscal year; (vvi) is a Contract (other than purchase orders under a master agreement) with a customer of the Company or any lease or agreement under of its Subsidiaries pursuant to which the Company or any of its Subsidiaries received aggregate net payments of more than $10 million during the Company Subsidiaries is lessor offiscal year ended December 31, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries2016; (vivii) contains any contract or agreement provision (A) limiting, in any material respect, the ability right of the Company or any of the Company its Subsidiaries to engage in any line business, make use of business or to competeany material Intellectual Property, whether by restricting territories, customers or otherwise, or in any other material respect, compete with any Person; , or operate anywhere in the world, or (viiB) granting any exclusivity right to any third party, or containing a “most favored nation” provision in favor of any third party, in each case, other than (x) a Contract that can be terminated on less than 90 days’ notice without resulting in a breach or violation of, or any acceleration of any rights or obligations or the payment of any penalty under, such Contract, (y) distribution or customer Contracts entered into in the ordinary course of business granting exclusive rights to sell or distribute certain of the Company’s and its Subsidiaries’ products or containing “most favored nation” provisions with respect to certain of the Company’s and its Subsidiaries’ products or (z) any settlement, conciliation provision in any license agreements for Intellectual Property limiting the Company’s and its Subsidiaries’ use of such Intellectual Property to specified fields of use or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000;specified territories; or (viii) any contract is a (A) license or agreement that relates similar Contract with respect to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance▇▇▇▇▇-▇▇▇▇▇▇ Act related litigation or (y) any products covered by an NDA and entered into since January 1, cooperation2011, joint ventureor (B) settlement, shareholderscoexistence agreement, partnership covenant not to ▇▇▇ or similar agreement involving Contract with respect to any material Intellectual Property, in each case, to which the Company or any of its Subsidiaries is a sharing of profits party, beneficiary or losses relating otherwise bound (other than generally commercially available, “off the shelf” software programs or non-exclusive licenses granted by or to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments of its Subsidiaries in excess the ordinary course of $500,000 that canbusiness which do not be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) contain any material hedge, collar, option, forward purchasing, swap, derivative restriction or similar agreement, understanding condition on the use or undertaking; (xiii) any contract or agreement with respect to the employment or service exploitation of any current or former directors, officers, employees or consultants of material Intellectual Property by the Company or any of the Company Subsidiaries other than, its Subsidiaries). (b) Except with respect to non-executive employees and consultantsany Contract that has previously expired in accordance with its terms, in the ordinary course of business; been terminated, restated or replaced, (xiva) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each each Material Contract (A) is legal, valid and binding on the Company and and/or any of its Subsidiaries to the Company Subsidiaries which are extent such Person is a party thereto, as applicable, and to such contractthe Knowledge of the Company, (B) each other party thereto, and is in full force and effect and enforceable in accordance with its terms and (C) will continue effect, except where the failure to be legal, valid, binding, enforceable, and binding or in full force and effect would not, individually or in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither aggregate, reasonably be expected to have a Material Adverse Effect, (b) the Company nor any and each of the Company its Subsidiaries, nor and, to the Knowledge of the Company, any other party thereto is thereto, have performed all obligations required to be performed by it under each Material Contract, except where such nonperformance would not, individually or in material violation the aggregate, reasonably be expected to have a Material Adverse Effect, (c) neither the Company nor any of its Subsidiaries have received written notice of the existence of any breach or default on the part of the Company or any of its Subsidiaries under any Material Contract. No benefits under any , except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Contract Adverse Effect, (d) there are no events or conditions which constitute, or, after notice or lapse of time or both, will be increased, and no vesting constitute a default on the part of any benefits under any Material Contract will be accelerated, by the occurrence of Company or any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company its Subsidiaries, and or to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them any counterparty under each such Material Contract, Contract and (e) to the Knowledge of the Company, no event the Company has occurred not received any notice from any Person that with notice or lapse of time would constitute a material breach or default or permit termination, modificationsuch Person intends to terminate, or accelerationnot renew, under any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to have a Material ContractsAdverse Effect.

Contracts. The (a) Neither the Company has Previously Disclosed nor any of its Subsidiaries is a party to or provided (is bound by hard copy, electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies of each any of the following to which Contracts that remain in effect as of the Company or any Company Subsidiary is a party (each, a “Material Contract”):date hereof: (i) any contract employment or agreement relating to indebtedness for borrowed moneyconsulting Contract with any director, officer, employee, other than (A) “at-will” offer letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising delivered in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment(B) in excess those that are terminable by the Company or any of $500,000, except for those issued in its Subsidiaries on no more than thirty (30) days’ notice without liability or financial obligation to the ordinary course of businessCompany; (ii) any contract Contract (including any stock option Contract) or agreement that constitutes a collective bargaining plan (including, without limitation, any stock option plan, stock appreciation right plan or other arrangement with any labor union; (iiistock purchase plan) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance benefits of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no or the vesting of any benefits under any Material Contract of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (including the Transaction Documents, nor will Offer and the Merger) or the value of any of the benefits under any Material Contract of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (iii) any Contract that provides for indemnification of any director, officer, employee or agent, or any guaranty, other than Contracts entered into in the Transaction Documents. The ordinary course of business; (iv) any Contract containing any covenant limiting in any respect the right of the Company or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (v) any Contract relating to the disposition or acquisition by the Company or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which the Company or any of its Subsidiaries has any material ownership interest in any Person other than the Company’s Subsidiaries; (vi) any dealer, distributor or sales representative (in-bound or out-bound), marketing or development Contract, or any Contract pursuant to which the Company or any of its Subsidiaries has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by the Company or any of its Subsidiaries; (vii) any Contract to license any third party to manufacture or reproduce any Company product, service or technology (including, without limitation, any ASIC or ADG agreements), or any Contract to sell or distribute any Company products, service or technology except Contracts with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Parent; (viii) any Contracts to provide source code to any third party for any product or technology that is material to the Company and its Subsidiaries taken as a whole; (ix) any Contracts relating to the borrowing of money or the extension of credit; (x) any settlement Contract under which the Company has ongoing obligations; (xi) any Contract with a customer of the Company involving payments in excess of One Hundred Thousand Dollars ($100,000) in the aggregate; or (xii) any Contract to which Phoenix Technologies or any of its Subsidiaries or other affiliates is a party. (b) Neither the Company nor any of its Subsidiaries, and nor to the Knowledge knowledge of the Company, each any other party to a Company Contract, is in breach, violation or default under, and neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the other parties thereto, have performed in all material respects all material obligations terms or conditions of any of the Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound that are required to be performed by them under each Material disclosed in the Company Disclosure Schedule (any such Contract, a “Company Contract” and together, the “Company Contracts”) in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the Knowledge aggregate). The Company has provided to Parent a complete and accurate copy of any Contracts the Company has with the Company’s top fifty (50) customers, based upon the cumulative revenues of the CompanyCompany and its Subsidiaries for the trailing thirty (30) month period ended March 31, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contracts2002.

Contracts. The Company has Previously Disclosed or provided (by hard copya) Except (i) for this Agreement, electronic data room or otherwise(ii) for the Contracts filed as exhibits to the Investor SEC Reports prior to the date hereof, (iii) for the Company Plans and Company Stock Plans or its representatives true, correct and complete copies of each (iv) as set forth in Section 3.8 of the following to which Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries is party to or bound by any Company Subsidiary is a party (each, a “Material Contract”):Contract that: (i) any contract or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which contains covenants binding upon the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, its Affiliates that materially restrict the ability of the Company or any of the Company Subsidiaries its Affiliates to engage compete in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other geographic area that, in each case, are material respectto the Company and its subsidiaries taken as a whole as of the date of this Agreement, with any Personexcept for leases; (viiii) any settlementis a material partnership, conciliation joint venture or similar agreementContract that, in each case, is material to the performance Company and its subsidiaries taken as a whole as of which will involve payment after the Closing Date date of consideration in excess of $500,000this Agreement; (viiiiii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of under which the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, its subsidiaries is liable for indebtedness in the ordinary course excess of business$50,000,000; (xiviv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that expressly limits or purports to limit otherwise restricts the ability of the Company or any of its subsidiaries to pay dividends or make distributions to its shareholders (excluding restrictions applicable only upon a default or event of default); (v) by its terms calls for aggregate payments by the Company Subsidiaries and its subsidiaries under such Contract of more than $50,000,000 over the remaining term of such Contract (other than this Agreement, Contracts subject to ownclause (iii) above, operate, sell, transfer, pledge purchase orders for the purchase of inventory and/or equipment in the ordinary course of business and leases); (vi) relates to the acquisition or otherwise dispose disposition of any material business (whether by merger, sale of stock, sale of assets or businessotherwise) for consideration in excess of $50,000,000; and (xvvii) any material contract by its terms calls for aggregate payments to the Company and its subsidiaries under such Contract of more than $50,000,000 over the remaining term of such Contract (other than this Agreement or agreement that would require any consent purchase orders for the purchase of inventory and/or equipment in the ordinary course of business). Each Contract (i) set forth (or approval required to be set forth) in Section 3.8 of a counterparty the Company Disclosure Schedule, (ii) filed as an exhibit to the SEC Reports as a result "material contract" pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, or (iii) disclosed by the Company on a Current Report on Form 8-K as a "material contract" (excluding any Company Plan), is referred to herein as a "Company Material Contract". (b) Each of the consummation of the transactions contemplated by this Agreement. Each Company Material Contract (A) Contracts is a legal, valid and binding on obligation of, and enforceable against, the Company and or the Company Subsidiaries which are subsidiary that is a party thereto and, to such contractthe knowledge of the Company, (B) each other party thereto, and is in full force and effect in accordance with its terms, subject to the Bankruptcy and enforceable Equity Exception, except (i) to the extent that any Material Contract expires or terminates in accordance with its terms in the ordinary course of business consistent with past practice, and (Cii) will continue for such failures to be legal, valid, binding, enforceable, valid and binding or to be in full force and effect that do not have and would not reasonably be expected to have, individually or in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiariesaggregate, nor to the Knowledge of a Material Adverse Effect on the Company, any other . (c) The Company or its subsidiary that is a party thereto to a Company Material Contract is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, compliance with all terms and no vesting requirements of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The each Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and no event has occurred that, with notice or the passage of time, or both, would constitute a breach or default by the Company or any of its subsidiaries under any such Company Material Contract, and, to the Knowledge knowledge of the Company, no other party to any Company Material Contract is in breach or default (nor has any event has occurred that which, with notice or lapse the passage of time time, or both, would constitute such a material breach or default) under any Company Material Contract, except in each case where such violation, breach, default or permit terminationevent of default does not have and would not reasonably be expected to have, modificationindividually or in the aggregate, or acceleration, under a Material Adverse Effect on the Material ContractsCompany.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies of each As of the following to which date hereof, neither the Company or nor any Company Subsidiary of its Subsidiaries is a party (each, a “Material to or is bound by any Contract”):: (ia) any contract or agreement relating that would be required to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured be filed by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is Company as a “material contract” within the meaning of pursuant to Item 601(b)(10) of Regulation S-KK under the Securities Act; (ivb) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in Contract that imposes any material respect, restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other Person or in any geographic area, or any other provision that by its express terms materially restricts the conduct of any line of business or activities in connection with any product line by the Company Subsidiaries or any of its Affiliates (or that following the Closing will materially restrict the ability of Parent or any of its Affiliates to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, activities in connection with any product line or in any other material respect, geographic area or compete with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ixc) any contract Contract that (i) obligates the Company or agreement that concerns any of its Subsidiaries (or following the sale Closing, Parent or acquisition any of its Affiliates) to conduct its or their respective businesses with any other Person on a preferential or exclusive basis, (ii) contains “most favored nation” or similar covenants or preferential treatment in favor of any other Person or (iii) is a requirements or “take or pay” Contract or otherwise requires the Company to purchase a minimum amount of a particular product from a supplier, in each case, in a manner that is material portion to the Company and its Subsidiaries, taken as a whole; (d) any Contract requiring or otherwise relating to any future capital expenditures by the Company or any of its Subsidiaries that are $1,000,000 in excess of the Company’s businesscapital expenditure budget that has been made available to Parent; (xe) any alliance, cooperation, joint venture, shareholders, partnership Contract with or similar agreement involving to a sharing of profits labor union or losses relating to the Company or guild (including any Company Subsidiarycollective bargaining agreement); (xif) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect Contract relating to the employment or service of any current or former directors, officers, employees or consultants Indebtedness for borrowed money of the Company or any of its Subsidiaries having an outstanding principal amount in excess of $1,000,000 that is not disclosed in the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of businessSEC Documents; (xivg) any contract or agreement containing Contract that grants any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in whichoption, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or refusal, right of first offer or similar right or any other Lien with respect to any material assets, rights or properties of the Company or its Subsidiaries; (h) any Contract that limits provides for the acquisition or purports disposition of any asset (other than acquisitions or dispositions of inventory in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) and with any outstanding obligations that are material to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or businessits Subsidiaries; and (xvi) any material contract joint venture, partnership or limited liability company agreement that would require or other similar Contract relating to the formation, creation, operation, management, control, dissolution, wind-up, exit from or buyout of any consent joint venture, partnership or approval limited liability company, other than any such Contract solely between the Company and its wholly owned Subsidiaries or solely among the Company’s wholly owned Subsidiaries; and (j) any Contract to which a (i) Top Supplier or (ii) Top Customer is a party. Each of a counterparty the Contracts of the types described in this Section 3.15 is referred to as a result “Material Contract”. Except for this Agreement and any Contract filed as an exhibit to the Company SEC Documents in unredacted form, the Company has made available to Parent or its Representatives a true, correct and complete copy of each Material Contract (including all amendments, modifications thereof) and Section 3.15 of the consummation Company Disclosure Letter sets forth a correct and complete list of the transactions contemplated by this Agreementall Material Contracts. Each Material Contract (A) is legal, valid and binding on the Company and the Company each of its Subsidiaries which are a party to such contractthereto and, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge knowledge of the Company, any other party thereto thereto, except 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, there is in material violation or no default under any Material ContractContract by the Company or any of its Subsidiaries party thereto or, to the knowledge of the Company, 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 of its Subsidiaries party thereto or, to the knowledge of the Company, any other party thereto. No benefits under There are no material disputes pending or, to the knowledge of the Company, threatened with respect to any Material Contract will be increased, and no vesting neither the Company nor any of its Subsidiaries has received any written notice of the intention of any benefits under other party to a Material Contract to terminate for default, convenience or not renew any Material Contract will be acceleratedContract, by nor to the occurrence of any knowledge of the transactions contemplated by Company, is any such party threatening to do so. Except as would not, individually or in the Transaction Documentsaggregate, nor will the value of any of the benefits under any reasonably be expected to have a Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company SubsidiariesAdverse Effect, and to the Knowledge knowledge of the Company, each of the other parties theretorepresentations and warranties set forth in Section 3.9 and Section 3.10 is true and correct with respect to Seven Hills. Except as otherwise set forth in the organizational documents of Seven Hills, have performed neither the Company nor any of its Subsidiaries has entered into any agreement granting any Person the right to make a debt or equity investment in all material respects all material obligations required to be performed by them under each Material Contract, and to Seven Hills or acquire the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material ContractsSeven Hills Interest.

Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to Section 5.12 of the Investor or its representatives true, correct Disclosure Schedule sets forth a complete and complete copies accurate list of each all of the following Contracts to which the any Transferred Company or any Company Subsidiary is a party (each, a “Material Contract”):or by which it is bound: (ia) any contract or agreement relating to indebtedness Contracts for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect the sale of any of the foregoing, but assets of any Transferred Company other than in the ordinary course of business or for the grant to any event excluding trade payables, securities transactions and brokerage agreements arising Person of any preferential rights to purchase any of such assets other than in the ordinary course of business, intercompany indebtedness and immaterial leases in each case for telephonesconsideration in excess of $1,000,000; (b) Contracts for joint ventures, copy machinespartnerships or sharing of profits or proprietary information; (c) Contracts containing covenants not to compete in any line of business or with any Person in any geographical area; (d) Contracts relating to the acquisition (by merger, facsimile machines and purchase of stock or assets or otherwise) of any operating business or material assets or the capital stock of any other office equipmentPerson for consideration in excess of $2,000,000, other than any such acquisitions in the ordinary course of business or reflected in the capital expenditure budget information provided to Parent; (e) outstanding Contracts of Indebtedness or guaranty or surety of material Indebtedness or indemnification of any amount in excess of $500,000, except for those issued other than in the ordinary course of business; (iif) any contract Contract under which any Transferred Company has advanced or agreement that constitutes a collective bargaining or other arrangement with loaned any labor unionamount to any of its directors, officers and employees; (iiig) any contract material Contracts between any of the Transferred Companies, on the one hand, and ED&F or agreement that is a “material contract” within any Affiliate of ED&F, on the meaning of Item 601(b)(10) of Regulation S-Kother hand; (ivh) collective bargaining Contracts; (i) Contracts outside the ordinary course of business for the storage, treatment, disposal, investigation or remediation of Hazardous Substances; (j) Contracts providing for indemnification of any lease officer or agreement under which director of a Transferred Company, other than any existing directors’ and officers’ insurance policy and as provided in organizational documents of any such company, as currently in effect; and (k) other Contracts (other than those listed in clauses (a) through (j) of this Section 5.12 and other than the Company or any of Employment Contracts) (A) with a term longer than 180 days from the Company Subsidiaries is lessee of, or holds or operates, any property owned date hereof that involve payments by any other Person with annual rent payments Transferred Company in excess of $500,000; 1,000,000 per year; or (vB) with a term less than one (1) year from the date hereof that involve payments by any lease or agreement under which the Transferred Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii1,000,000, that are not terminable without premium or penalty on less than 30 days’ notice, in each case, such Contracts that are related primarily to a business included in the Business. Except as set forth in Section 5.12 of the Disclosure Schedule, and assuming due authorization, execution and delivery by the other parties thereto, each Contract listed in Section 5.12 of the Disclosure Schedule, each Employment Contract, each Lease listed in Section 5.9(a) any contract or agreement that relates of the Disclosure Schedule and each material Contract pertaining to Intellectual Property Rights (other than to which a license granted to the Transferred Company for commercially available software licensed on standard terms with is a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries party is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and is binding on the each Transferred Company party thereto and, to ED&F’s Knowledge, each other party thereto and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable effect. Except as set forth in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation Section 5.12 of the transactions contemplated by the Transaction Documents. Neither the Disclosure Schedule, no Transferred Company nor any of the Company Subsidiariesnor, nor to the Knowledge of the CompanyED&F’s Knowledge, any other party thereto is in default or breach in any material violation or default respect under the terms of, nor has any Material Contract. No benefits under Transferred Company received any Material Contract will be increased, and no vesting notice of any benefits under material default or breach under, any Material such Contract will be acceleratedor Lease, by the occurrence of any of the transactions contemplated by the Transaction Documentsand, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the CompanyED&F’s Knowledge, no event or circumstance has occurred that that, with the passage of time or the giving of notice or lapse of time both, would constitute a material breach default thereunder or default or would permit termination, material modification, or acceleration, under or termination of any such Contract or the Material Contractsloss of any material benefit thereunder. ED&F has delivered or made available to Parent copies of all of the written Contracts listed in Section 5.12 of the Disclosure Schedule and of all of the written Employment Contracts that are true, correct and complete in all material respects, together with all material amendments thereto.

Contracts. The Company has Previously Disclosed (a) Except as disclosed in the SEC Reports filed with or provided (by hard copy, electronic data room or otherwise) furnished to the Investor SEC on or its representatives trueafter June 14, correct and complete copies of each 2011 or as set forth in Section 3.16(a) of the following Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by: (i) any agreement which the Company or any Company Subsidiary is a party (each, a “Material Contract”): (i) any contract or agreement relating of its Subsidiaries was required to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of file as an exhibit under Item 601(b)(10) of Regulation S-KK under the Exchange Act or to disclose on a Current Report on Form 8-K that has not been so filed or disclosed; (ii) any agreement or arrangement that limits or otherwise restricts in any material respect the Company or any of its Affiliates or any successor thereto, or that could, after the Effective Time, limit or restrict in any material respect the Surviving Corporation or any of its Affiliates or any successor thereto, from engaging or competing in any line of business or in any geographic area in any manner or restricting the Company or any of its Subsidiaries from freely setting prices for its products (including “most favored customer” pricing provisions); (iii) any other agreement pursuant to which the Company or any of its Subsidiaries is required to pay or is scheduled to receive (assuming full performance pursuant to the terms thereof) $150,000 or more during the 12-month period following the date of this Agreement; (iv) with respect to a joint venture, partnership, limited liability company or other similar agreement or arrangement, any lease agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and its Subsidiaries, taken as a whole; (v) any indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage, trust deed or other written agreement for or with respect to the borrowing of money, a line of credit, any currency exchange, commodities or other hedging arrangement, or a leasing transaction of a type required to be capitalized in accordance with GAAP; (vi) any written agreement under which the Company or any of the Company its Subsidiaries is lessee of, has advanced or holds or operates, any property owned by loaned any other Person with annual rent payments amounts in the aggregate exceeding $25,000; (vii) any agreement or arrangement involving the acquisition from another Person or disposition to another Person, directly or indirectly (by merger, license or otherwise), of assets or capital stock or other equity interests of another Person (A) for aggregate consideration under such contract (or series of related contracts) in excess of $500,000100,000 or (B) that contain representations, warranties, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations), that are still in effect and, individually, would reasonably be expected to result in payments by the Company or any of its Subsidiaries in excess of $100,000 (in the case of each of clause (A) and (B), other than acquisitions or dispositions of inventory in the ordinary course of business); (vviii) any lease contracts (or a series of related contracts) for the purchase of materials, supplies, goods, services, equipment or other assets providing for either (A) annual payments by the Company and its Subsidiaries of $150,000 or more or (B) aggregate payments by the Company and its Subsidiaries of $200,000 or more, in each case other than (I) those that can be terminated by the Company or any of its Subsidiaries on less than thirty-one (31) days’ notice without payment by the Company or any Subsidiary of any material penalty and (II) contracts entered into by the Company and its Subsidiaries in the ordinary course of business consistent with past practice; (ix) any contracts that are sales, distribution or other similar contracts providing for the sale by the Company or any Subsidiary of materials, supplies, goods, services, equipment or other assets that provide for either (a) annual payments to the Company and its Subsidiaries of $150,000 or more or (b) aggregate payments to the Company and its Subsidiaries of $200,000 or more, in each case other than (I) those that can be terminated by the Company or any of its Subsidiaries on less than 61 days’ notice without payment by the Company or any Subsidiary of any material penalty and (II) contracts entered into in the ordinary course of business consistent with past practice; (x) any agreement or arrangement that would prohibit or materially delay or have a Material Adverse Effect on the Merger and the transactions contemplated hereby; (xi) any contract relating to any currency hedging; (xii) any agreement or arrangement prohibiting the payment of dividends or distributions in respect of the capital stock of the Company or any of its wholly owned Subsidiaries, prohibiting the pledging of the capital stock of the Company or any wholly owned Subsidiary of the Company or prohibiting the issuance of any guaranty by the Company or any wholly owned Subsidiary of the Company; (xiii) any license agreements from which the Company and its Subsidiaries, taken as a whole, have received or paid $150,000 or more during the 12-month period ending with the most recent month end preceding the date of this Agreement, pursuant to which the Company or any of its Subsidiaries licenses in Intellectual Property or licenses out Intellectual Property owned by the Company or its Subsidiaries; (xiv) any written agreement that provides for the payment, increase or vesting of any benefits or compensation in connection with the Merger and the transactions contemplated hereby; (xv) any written agreement (A) that provides compensation, severance or other benefits or rights to any individual (including to any officer, director, employee or consultant) who currently receives annual compensation from the Company and/or any of its Subsidiaries of more than $100,000 or (B) pursuant to which the Company is or may become obligated to make any bonus or similar payment (whether in the form of cash or equity securities but excluding payments constituting base salary) to any individual (including to any officer, director, employee or consultant) who currently receives annual compensation from the Company and/or any of its Subsidiaries of more than $100,000; (xvi) Any written agreement that contains a put, call, collar, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person; (xvii) any material settlement agreement or similar written agreement and any settlement agreement or similar written agreement with a Governmental Entity, in each case, under which the Company or any of the Company its Subsidiaries is lessor ofhas continuing obligations, liabilities or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiariesduties; (vixviii) any contract written agreement that grants exclusive rights, rights of refusal, rights of first negotiation or agreement limiting, similar rights to any Person or that limits or purports to limit in any material respect, respect the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract or agreement involving annual payments in excess of $500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty on not more than 90 days’ notice; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries its Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any material assets asset or business; and; (xvxix) any material contract written agreement relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of its capital stock or other securities or any options, warrants or other rights to purchase or otherwise acquire any such shares of capital stock, other securities or options, warrants or other rights therefor, except for those written agreements in substantially the form of the standard agreements evidencing Stock Options or Company Awards provided or made available to Parent; (xx) any written agreement under which the Company has granted any Person any registration rights or under which any Person has granted the Company any registration rights; or (xxi) any other written agreement or group of related written agreements with the same party or group of affiliated parties (other than this Agreement or agreements between the Company and any of its Subsidiaries or between any of the Subsidiaries of the Company) under which any party to such written agreement or group of related written agreements is obligated to make payments (whether fixed, contingent or otherwise) in excess of $150,000 per annum or $250,000 during the life of the written agreement or group of written agreements. (b) Except for guarantees related to the Indebtedness relating to any written agreement set forth in Section 3.16(a)(v) above, neither the Company nor any of its Subsidiaries is a party to any written agreement of guarantee, support, or assumption with respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person. (c) Except as set forth in the Company Financial Statements, neither the Company nor any of its Subsidiaries is a party to any written agreement for or relating to the employment by it of any director, employee or officer or other type of written agreement with any of its directors or officers that would require is not terminable by it without cost or other liability, including any consent written agreement requiring it to make a payment to any director, employee or approval of a counterparty officer as a result of the consummation of the transactions contemplated by Merger, any transaction or any written agreement that is entered into in connection with this Agreement. Each Material Contract . (Ad) is legal, valid and binding on Except as set forth in the Company and Financial Statements, neither the Company nor any of its Subsidiaries which are is a party to such contractany written agreement in which its officers, directors, employees or shareholders or any members of their immediate families is directly or indirectly interested (Bwhether as a party or otherwise), including, without limitation, any written agreements relating to loans to officers, directors, employees or shareholders or any members of their immediate families. (e) is All Company Contracts are in full force and effect and enforceable written form or summarized in accordance with its terms and (CSection 3.16(e) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction DocumentsCompany Disclosure Letter. The Company has delivered or made available to Parent a true, correct and complete written copy of each Company Contract, including all amendments thereto. Neither the Company nor any of its Subsidiaries is in material default under any Company Contract and no event has occurred with respect to the Company or any of its Subsidiaries or, to the Company’s Knowledge, with respect to any other contracting party, that (with or without the lapse of time or the giving of notice, or both) could reasonably be expected to (i) cause a material default under any Company Contract or (ii) give any party (A) the right to accelerate the maturity or performance of any material obligation of the Company or any of its Subsidiaries under any Company Contract, or (B) the right to cancel or terminate any Material Contract. Each of the Company Contracts is, and after the consummation of the transactions will continue to be, in full force and effect and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, nor and, to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed except that (x) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in all material respects all material obligations required effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to be performed by them under each Material Contract, equitable defenses and to the Knowledge discretion of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contractscourt before which any proceeding therefor may be brought.

Contracts. The (a) Except for (i) those Contracts listed in Section 2.22(a) of the Company has Previously Disclosed Disclosure Schedule, indicating for each Contract the applicable sub-section of this Section 2.22(a), or provided (by hard copy, electronic data room or otherwiseii) filed as exhibits to the Investor Company SEC Documents (such Contracts, together with the Contracts listed in Section 2.10(c), Section 2.13(b) and Section 2.21 of the Company Disclosure Schedule, being collectively referred to herein as the “Material Contracts”) neither the Company nor any of its subsidiaries is a party to or bound by: (i) any distributor, sales, agency or manufacturer’s representative, consulting or technology sharing arrangements involving in the case of any such Contract or arrangement payments of more than (or that could reasonably be expected to be more than) $100,000 over any twelve (12) consecutive month period; (ii) any continuing Contract with vendors for the purchase of materials, supplies, equipment or services involving in the case of any such Contract payments of more than $100,000 over any twelve (12) consecutive month period; (iii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money or indebtedness, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP; (iv) any Contract for capital expenditures in excess of $100,000 in the aggregate; (v) any Contract limiting, or purporting to limit, in any material respect, the freedom of the Company or its representatives truesubsidiaries or affiliates at any time to engage in any line of business, correct and complete copies to acquire any product or asset from any other Person outside the ordinary course of each business, to sell any product or asset to, or to perform any service for, any Person outside the ordinary course of business, or to compete with any other Person, including any Contract providing for exclusivity or any similar requirement, granting to the other party “most favored nation” terms, or which could limit in any material respect the freedom of the following Surviving Corporation to continue the development, manufacture, marketing or distribution of the Company’s products and services or operation of the Company’s business after the Effective Time in substantially the same manner as the Company as of the Execution Date; (vi) any confidentiality, secrecy or non-disclosure Contract that, individually, materially affects or could be reasonably anticipated to materially affect the business or operations of the Company or its subsidiaries; (vii) any Contract pursuant to which the Company or any Company Subsidiary of its subsidiaries is a party (eachlessor of real property or any machinery, a “Material equipment, motor vehicles, office furniture, fixtures or other tangible personal property involving in the case of any such tangible personal property contact more than $100,000 over the life of the Contract”):; (iviii) any contract Contract with any Person with whom the Company does not deal at arm’s length, including any affiliate of the Company or agreement relating to indebtedness any of its subsidiaries; (ix) any Contract that provides for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect the indemnification of any officer, director, employee or agent outside of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (iix) any contract agreement of guarantee, support, indemnification, assumption or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee endorsement of, or holds any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or operates, any property owned by otherwise) or indebtedness of any other Person with annual rent payments in excess of $500,000; (v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000; (viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (xi) any contract Contract pursuant to which any bank or agreement involving annual payments in excess of $500,000 that cannot be cancelled by financial institution provides or supplies vault cash to the Company or a Company Subsidiary without penalty on not more than 90 days’ noticeany of its subsidiaries; (xii) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertakingContract with an armored car carrier; (xiii) any contract joint venture, partnership or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees joint research and consultants, in the ordinary course of businessdevelopment Contract; (xiv) any contract Contract the terms of which materially change upon the occurrence of the Merger or agreement containing a change of control or any Contract that impairs or reduces the Company’s rights, accelerates or increases the Company’s obligations, or gives any party thereto other than the Company the right to terminate the Contract upon the occurrence of the Merger or a change of control, which change, impairment, reduction, acceleration, increase or termination would, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect; or (xxv) non-competition any other Contract that is a material Contract to the Company or exclusive dealing obligations or other obligation which purports its subsidiaries. (b) Neither the Company nor its subsidiaries is a party to limit or restrict in any respect the ability Contract with a customer of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, that: (i) incorporates by reference all or any portion of the business of the Company such customer’s request for proposal (i.e. “RFP”) or the Company Subsidiaries is or can be conductedCompany’s response to such RFP, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (Aii) is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated terminable by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor customer upon providing thirty (30) days or less prior notice to the Knowledge of the Company, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the Material Contracts.

Contracts. The (a) Section 3.8(a) of the Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies Disclosure Schedule sets forth a list of each of the following contracts that are in force and effect as of the date of this Agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party (each, a “Material Contract”):party: (i) each contract that would be required to be filed as an exhibit to a Registration Statement on Form S-1 under the Securities Act or an Annual Report on Form 10-K under the Exchange Act (if such registration statement or report was filed by the Company with the SEC on the date of this Agreement); (ii) each contract that restricts 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 to make use of any material IP Rights, develop market or distribute material products or services or compete with any Person; (iii) each contract granting any exclusive rights or otherwise limiting the right of the Company or any of its Subsidiaries to sell, distribute or manufacture any material products or services or to purchase or otherwise obtain any material Software, components, parts, subassemblies or services; (iv) each indemnification, employment, severance or change of control contract with any director or officer of the Company or its Subsidiaries or with any employee or consultant of the Company or its Subsidiaries providing for an annual base salary or annual consulting fee to such employee or consultant of $300,000 or more in fiscal year 2007 (other than offer letters with employees providing for at-will employment); (v) each collective bargaining agreement, memorandum of understanding, settlement or other labor agreement relating with any union or labor organization applicable to the Company or its Subsidiaries; (vi) each loan or credit agreement, mortgage, note or other contract evidencing indebtedness for money borrowed by the Company or any of its Subsidiaries from a third party lender and each contract pursuant to which any such indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured money is guaranteed by a Lien the Company or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event its Subsidiaries; (vii) each customer or supply contract (excluding trade payables, securities transactions and brokerage agreements arising purchase orders given or received in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) under which the Company or any Subsidiary of the Company paid to or received from such customer or supplier in excess of $500,0002,000,000 in fiscal year 2006; (viii) each material contract to license to any third party to manufacture or reproduce any of the products, except services or technology of the Company or any of its Subsidiaries or any material contract to sell or distribute any of the products, services or technology of the Company or any of its Subsidiaries; (ix) each operating system software license or other contract with the top two providers (as measured by fees paid under such contracts) in fiscal 2006 pursuant to which the Company licenses operating system software for those issued use in its end-user products; (x) each contract with the top two providers (as measured by fees paid under such contracts) in fiscal 2006 pursuant to which the Company purchases microprocessors; (xi) each contract with the top five third-party manufacturers (as measured by fees paid under such contracts) in fiscal 2006 pursuant to which such Company products (or subassemblies thereof) are manufactured; (xii) each material contract containing any support, service or maintenance obligation on the part of the Company or any of its Subsidiaries outside of the ordinary course of business consistent with past practice; (xiii) each Real Property Lease; (xiv) 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 is required to make rental payments in excess of $250,000 per year; (xv) each contract relating to a joint venture, partnership or other strategic arrangement involving a sharing of material costs, profits or losses with another Person; (xvi) each contract which would reasonably be expected to prohibit or delay the consummation of any material transaction contemplated in this Agreement; (xvii) each material agreement that includes the grant to the Company or any of its Subsidiaries of a license or cross-license to material IP Rights owned by a third party and that is not a standard license agreement for a commercially available product; (xviii) any material agreement pursuant to which the Company or any of its Subsidiaries have continuing obligations to jointly develop any material item of IP Right; (xix) each material contract to provide source code to any third party for any material product or technology of the Company or its Subsidiaries; (xx) each material contract for indemnification or any guaranty by the Company or any of its Subsidiaries other than any agreement of indemnification entered into in connection with the sale or license of the Company’s or any of its Subsidiaries’ products in the ordinary course of business; (iixxi) each contract relating to the disposition or acquisition by the Company or any contract of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under pursuant to which the Company or any of the Company its Subsidiaries is lessee ofhas any material ownership interest or a right to any ownership interest, or holds or operates, any property owned by in any other Person with annual rent payments in excess of $500,000or other business enterprise other than the Company’s Subsidiaries; (vxxii) any lease each material contract which grant or agreement under benefit a right of first refusal or first offer or similar rights; (xxiii) each agreement, contract or commitment pursuant to which the Company or any of the Company its Subsidiaries is lessor of, or permits obligated to pay in the future in excess of $1,000,000 in any Person to hold or operate, any property owned or controlled one-year period which is not terminable by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company its Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration without penalty in excess of $500,000100,000 upon notice of 30 days or less, other than any agreement, contract or commitment to purchase inventory in the ordinary course of business consistent with past practice; (viiixxiv) any each material “single source” supply contract pursuant to which goods or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating materials are supplied to the Company or any Subsidiary of the Company Subsidiaryfrom an exclusive source; (xixxv) each material contract which following the Offer or the Merger that would by its terms contain a material restriction on sales in any contract jurisdiction or agreement involving annual payments which by its terms would impose any material financial obligation, in excess of $500,000 that cannot be cancelled by each case, on the Parent or its Affiliates (other than the Company or a Company Subsidiary without penalty on not more than 90 days’ noticeand its Subsidiaries); (xiixxvi) each material executory settlement agreement entered into within three years prior to the date of this Agreement; and (xxvii) any contract, or group of contracts with a Person (or group of affiliated Persons), not described in clauses (i) through (xxvi) above the termination or breach of which would be reasonably expected to have a material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; (xiii) adverse effect on any contract or agreement with respect to the employment material product or service of any current or former directors, officers, employees or consultants offerings of the Company or any its Subsidiaries or otherwise have a Company Material Adverse Effect. (b) Each contract listed in Section 3.8(a) of the Company Subsidiaries other than, with respect Disclosure Schedule is referred to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or agreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability as a “Material Contract”. Each of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries Material Contracts is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract (A) is legal, valid and binding on the Company and or the Company Subsidiaries which are a party to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any Subsidiary of the Company Subsidiaries, nor to the Knowledge of the Company, any other that is a party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increasedand, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each other party thereto, and is in full force and effect. (c) There is no existing breach or default on the part of the other parties theretoCompany or any of its Subsidiaries under any Material Contract except for breaches and defaults that do not constitute a Company Material Adverse Effect and, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, there is no existing breach or default on the part of any other Person under any Material Contract except for breaches and defaults that do not constitute a Company Material Adverse Effect. No event has occurred that that, with notice or lapse of time time, would constitute a material breach or default by the Company or any of its Subsidiaries, or permit termination, modification, material modification or acceleration, under the any Material ContractsContract, except for breaches and defaults that do not constitute a Company Material Adverse Effect. (d) The Company has made available to Parent correct and complete copies of each Material Contract, together with all amendments and supplements thereto.

Contracts. The Company has Previously Disclosed or provided Except as otherwise disclosed in Schedules 3.13 (by hard copyReal Property), electronic data room or otherwise3.14(Intellectual Property), 3.20 (Insurance), 3.23 (Employment) to the Investor or its representatives true, correct and complete copies of each 3.27 (Customers and Suppliers) of the following Disclosure Letter, Schedule 3.17 of the Disclosure Letter lists each Contract to which the Company or any Company Subsidiary Acquired Entity is a party (each, a “Material Contract”):which: (ia) is for the lease of personal property to or from any contract or agreement relating to indebtedness Person providing for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business; (ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (iv) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000£100,000 per annum; (vb) any lease is for the purchase or agreement under which the Company or any sale of the Company Subsidiaries is lessor ofraw materials, commodities, supplies, products, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwiseother personal property, or in any other material respect, with any Person; (vii) any settlement, conciliation for the furnishing or similar agreementreceipt of services, the performance of which will extend over a period of more than one year, that is known to result in a loss to Acquired Entity on completion of such Acquired Entities’ obligations, or involve payment after the Closing Date of consideration in excess of $500,000£100,000; (viiic) any contract concerns an investment or agreement that relates to Intellectual Property Rights (other than interest in a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000); (ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (x) any alliancelimited liability company, cooperationpartnership, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiaryarrangement; (xid) any contract Contract under which it has created, incurred, assumed, or agreement involving annual payments guaranteed any Liability for borrowed money or any capitalized lease in excess of $500,000 that cannot be cancelled by the Company £100,000, or a Company Subsidiary without penalty under which it has imposed or suffered to exist an Encumbrance on not more than 90 days’ noticeany of its assets; (xiie) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertakingContract concerning non-competition; (xiiif) any contract or agreement with respect to the employment or service of any current or former directors, officers, employees or consultants of the Company Seller or any of their Affiliates (other than the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of businessAcquired Entities) is also a party; (xivg) is a collective bargaining Contract; (h) advances or loans or guarantees any loan in any amount to any of its directors or officers or any Seller or, outside the Ordinary Course of Business, to its employees that are not Sellers; (i) any contract or agreement containing Contract for the employment of any (x) nonindividual on a full-competition or exclusive dealing obligations time, part-time, consulting, independent contractor or other obligation basis providing annual compensation in excess of £50,000 or providing severance benefits; (j) the performance of which purports to limit or restrict involves consideration payable by any Acquired Entity in any respect the ability excess of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business£100,000; and (xvk) any material contract or agreement that would require any consent or approval is outside the Ordinary Course of Business. Management Sellers have delivered to Buyer a counterparty correct and complete copy of each written Contract (as a result amended to date) required to be listed in Schedule 3.17 of the consummation Disclosure Letter and a written summary setting forth the terms and conditions of each oral Contract required to be referred to in Schedule 3.17 of the transactions contemplated by this AgreementDisclosure Letter. Each Material Contract With respect to each such Contract: (A) the Contract is legal, valid and legally binding on the Company and the Company Subsidiaries which are a party parties to such contract, (B) is in full force and effect and enforceable in accordance with its terms and (C) will continue to be legal, valid, binding, enforceable, and it in full force and effect in all material respects accordance with its respective terms; (B) to the Management Sellers’ Knowledge, the Contract will continue in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor Transactions; (C) to the Knowledge of the CompanyManagement Sellers’ Knowledge, any other no party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increasedbreach, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that which, with notice or lapse of time time, would constitute a material breach or default or permit termination, modification, or accelerationbreach, under the Material ContractsContract; (D) no party to the Contract has repudiated, or advised the Acquired Entities or the Management Sellers in writing that it intends to repudiate, any provision of the Contract; and (E) no party to the Contract has notified the Acquired Entities or any of the Management Sellers in writing that they intend to terminate the Contract or that they do not intend to renew the Contract when it comes to the end of its current term.