Common use of Contracts Clause in Contracts

Contracts. (a) Schedule 4.6 sets forth all Contracts to which the Seller is a party or otherwise bound that are of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions): (i) any Contract for the purchase of services, equipment, materials, products, or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000; (ii) any Contract relating to or evidencing Indebtedness; (iii) any Contract with any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business. (b) The Seller is not in material breach of, or material default under, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contract.

Contracts. Section 5.16 of the Company Disclosure Schedule and Section 5.20 of the Company Disclosure Schedule with respect to Company Government Contracts or Company Government Subcontracts list as of the date of this Agreement all written or oral contracts, agreements, guarantees, leases and executory commitments other than Plans (each a “Contract”) to which the Company or any of its subsidiaries is a party and which fall within any of the following categories and which are not disclosed as “material contracts” in the Company SEC Documents: (a) Schedule 4.6 sets forth all Contracts to which joint venture, partnership and like agreements, other than those that are, individually or in the Seller is a party or otherwise bound that are of the following nature (excludingaggregate, for clarity, Contracts that have expired or been terminated with no surviving provisions): (i) any Contract for the purchase of services, equipment, materials, products, or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or immaterial; (b) Contracts containing covenants purporting to limit the freedom of the Company or any of its subsidiaries (or that, following the consummation of the Transactions, would materially restrict the ability of the Surviving Corporation or its affiliates) to compete in any line of business in any geographic area or to hire any individual or group of individuals; (c) any Company Government Contract or Company Government Subcontract (as such terms are defined in Section 5.20), excluding Bids; (d) Contracts which has contain minimum purchase conditions in excess of $100,000 or requirements or other terms that restrict or limit the purchasing relationships of the Company or any of its subsidiaries, or any customer, licensee or lessee thereof; (e) Contracts relating to any outstanding commitment for capital expenditures in excess of $250,000; (f) Contracts relating to the lease or sublease of or sale or purchase of real or personal property involving any annual expense or price in excess of $50,000 and not been fully performed and which expressly requires payment cancelable by the Seller of more than $50,000; Company or its subsidiaries (iiwithout premium or penalty) within one month; (g) Contracts with any labor organization or union; (h) any Contract relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed or evidencing Indebtedness; (iiisecured by any asset) or under which the Company or any Contract with any Governmental Authority; (iv) any Contract with any Affiliate of subsidiary of the Seller; Company has, directly or indirectly, made a loan, capital contribution to, or other investment in, any person (vother than in the Company or any Company subsidiary and other than (A) any employment, independent contractor or consulting Contract extensions of credit in the ordinary course of business and (excluding offer letters on B) investments in marketable securities in the Seller’s standard forms provided ordinary course of business); (i) Contracts involving annual revenues to the Buyer); business of the Company in excess of 2.5% of the Company’s annual revenues; (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (viij) any Contract pursuant to which the Seller are Company or any of its subsidiaries is subject to continuing indemnification or “earn-out” obligations involving more than $75,000 per year; (k) Contracts with or for the lessee benefit of any shareholder or lessor of, affiliate of the Company and/or immediate family member thereof; (l) Contracts involving payments by the Company or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property andits subsidiaries, in the case aggregate, of clause more than $100,000 per year; (b), m) any Contract that involves an aggregate amount contains restrictions with respect to payment of dividends or any other distribution in respect of the Company Common Stock or any of the equity of the Company subsidiaries; (n) any other Contract involving in excess of $20,000; (viii) any Contract for 100,000 or that is otherwise material to the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, Company and or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial its subsidiaries; and (o) Contracts containing standard indemnification provisions not entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract Company’s business other than those that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or are not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial business of the Company or otherwise) any of its subsidiaries. All such Contracts and all other contracts that are individually material to the business or results of operations of the Business. (b) The Seller Company or any of its subsidiaries are valid and binding obligations of the Company or any of its subsidiaries and, to the knowledge of the Company, the valid and binding obligation of each other party thereto, except such Contracts which if not so valid and binding would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company or any of its subsidiaries nor, to the knowledge of the Company, any other party thereto is not in material breach violation of or in default in respect of, nor has there occurred an event or material condition which with the passage of time or giving of notice (or both) would constitute a default underunder or permit the termination of, any Assigned Contract, except such violations or defaults under or terminations which, individually or in the aggregate, would not have a Material Adverse Effect. To Set forth in Section 5.16 of the Seller’s Knowledge, each other Person that has or had any obligation or Company Disclosure Schedule is the amount of the annual premium currently paid by the Company for its directors’ and officers’ liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contractinsurance.

Contracts. (a) Schedule 4.6 sets forth all As of the date of this Agreement, there are no Contracts that are material contracts (as defined in Item 601(b)(10) of Regulation S-K) with respect to which Public Company, other than those Contracts identified or described in the Seller Public Company SEC Reports filed prior to the date hereof. (b) Public Company has not entered into any transaction that would be subject to proxy statement disclosure pursuant to Item 404 of Regulation S-K other than as disclosed in an SEC Report filed prior to the date hereof. (c) Neither Public Company nor any of its Subsidiaries is a party to any agreement under which a third party would be entitled to receive a license or otherwise bound that are any other right to Public Company Intellectual Property as a result of the transactions contemplated by this Agreement. (d) Section 4.11(d) of the Public Company Disclosure Schedule lists the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):of Public Company and its Subsidiaries in effect as of the date of this Agreement: (i) any Contract (or group of related Contracts) for the purchase or sale of servicesproducts or for the furnishing or receipt of services (A) which calls for performance over a period of more than 180 days from the date of this Agreement, equipment, materials, products, or supplies that (aB) which involves payments by the Seller an aggregate of more than $50,000 individually on an annual basis 150,000 or (bC) in which Public Company or any of its Subsidiaries has not been fully performed and which expressly requires payment by the Seller granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of more than $50,000goods or services or has agreed to purchase goods or services exclusively from a particular party; (ii) any Contract relating under which the consequences of a default or termination would reasonably be likely to or evidencing Indebtednesshave a Public Company Material Adverse Effect; (iii) any Contract with that could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of Otic Pharma or any Governmental Authorityof its Subsidiaries or Public Company or any of its Subsidiaries as currently conducted and as currently proposed to be conducted; (iv) any Contract with under which Public Company or any Affiliate of its Subsidiaries is restricted from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the Sellermarket or line of business; (v) any employmentdealer, independent contractor distribution, joint marketing, joint venture, joint development, partnership, strategic alliance, collaboration, development agreement or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer)outsourcing arrangement; (vi) any Contract with a noncompetitionfor the conduct of research studies, nonsolicitationpre-clinical or clinical studies, “mostmanufacturing, distribution, supply, marketing or co-favored-nation” pricing promotion of any products in development by or exclusivity agreement which has been or other arrangement that would preventwhich is being marketed, restrict distributed, supported, sold or limit licensed out, in each case by or on behalf of Public Company or any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on of its business in any manner or in any geographic location;Subsidiaries; and (vii) any Contract pursuant that would entitle any third party to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any receive a license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, other right to intellectual property of Otic Pharma or any of Otic Pharma’s Affiliates following the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the BusinessClosing. (be) The Seller Public Company has made available to Otic Pharma a complete and accurate copy of each Contract listed in Sections 4.10(b)(i), 4.10(b)(ii) and 4.11(d) of the Public Company Disclosure Schedule. With respect to each Contract so listed and those Contracts identified or described in the Public Company SEC Reports filed prior to the date hereof: (i) the Contract is legal, valid, binding and enforceable and in full force and effect against Public Company and/or its Subsidiaries, as applicable, and, to the knowledge of Public Company, against each other party thereto, as applicable, subject to the Bankruptcy and Equity Exception; (ii) the Contract will continue to be legal, valid, binding and enforceable and in full force and effect against Public Company and/or its Subsidiaries, as applicable, and, to the knowledge of Public Company, against each other party thereto, immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing (other than any such Contracts that expire or terminate before such time in accordance with their terms and not as a result of a breach or default by Public Company or any of its Subsidiaries), in material breach ofeach case subject to the Bankruptcy and Equity Exception; and (iii) none of Public Company, or material default underits Subsidiaries nor, to the knowledge of Public Company, any Assigned Contract. To the Seller’s Knowledgeother party, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred breach or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned such Contract, and no event has occurred, is pending or, to the knowledge of Public Company, is threatened, which, with or without notice or lapse of time, or both, would constitute a breach or default by Public Company, its Subsidiaries or, to the knowledge of Public Company, any other party under such Contract, except for such breaches, violations or defaults that, individually or in the aggregate, have not had, and are not reasonably likely to have, a Public Company Material Adverse Effect.

Contracts. (a) Schedule 4.6 Section 4.7 of the Company Disclosure Letter sets forth all Contracts of the following Contractual Obligations to which the Seller Company or any of the Retained Subsidiaries is a party or otherwise by which any of them is bound that are (collectively with each of the following nature (excludingFiled Contracts, for clarity, Contracts that have expired or been terminated with no surviving provisions):the “Material Contracts”); (i) Contractual Obligations (including any Contract purchase order) with any undelivered balance providing for the purchase sale of services, equipment, materials, products, products or supplies that (a) involves provision of services pursuant to which the Company and the Retained Subsidiaries are entitled to receive payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,0001,000,000; (ii) Contractual Obligations (including any Contract relating to or evidencing Indebtednesspurchase order) with any undelivered balance providing for an expenditure by the Company and the Retained Subsidiaries in excess of $1,000,000; (iii) Contractual Obligations that relate to the sale of any Contract with any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the SellerCompany’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect toof the Retained Subsidiaries’ assets, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into than in the ordinary course of business; (xiiiiv) Contractual Obligations that relate to the acquisition of any confidentialitybusiness, secrecya material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or non-disclosure agreement entered into outside otherwise); (v) Except for Contractual Obligations relating to trade receivables, Contractual Obligations relating to Indebtedness, in each case having an outstanding principal amount in excess of $1,000,000; (vi) Contractual Obligations for joint ventures, strategic alliances or partnerships; (vii) Contractual Obligations that grant to any Person other than the Company or the Retained Subsidiaries any (A) exclusive license, supply, distribution or other rights (it being understood that any requirement to conform to customer specifications will not be considered an exclusive right for purposes of this clause (A)), (B) “most favored nation” rights, (C) rights of first refusal, rights of first negotiation or similar rights or (D) exclusive rights to purchase any of the Company’s or the Retained Subsidiaries’ products or services; (viii) Distributor, sales representative, marketing or advertising Contractual Obligations; (ix) Contractual Obligations with any employee, officer or consultant of the Company or the Retained Subsidiaries, including any severance, retention, change of control or other similar Contractual Obligation pursuant to which the Company or any of the Retained Subsidiaries is or may become obligated to make any severance, bonus or other payment; (x) Contractual Obligations under which the Company or any of its Subsidiaries has made advances or loans to any other Person, except for advances of business expenses of up to $10,000 in the ordinary course of business; (xivxi) Contractual Obligations providing for any Contract that results in minimum or guaranteed payments by the Company or any of the Retained Subsidiaries to any Person holding a power in excess of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities$1,000,000 annually; (xvxii) Contractual Obligations with any customer or distributor that give any guarantee or warranty or make any representation in respect of any Company products or services, in each case valued in excess of $1,000,000, other than (A) any Contract guarantee or warranty implied by law or (B) any standard guarantee or warranty on the form that has heretofore been made available to Parent; (xiii) Contractual Obligations containing covenants that purport to (A) restrict or limit in any respect the ability of the Company, the Retained Subsidiaries or any of the Company’s future Subsidiaries or Affiliates to compete in any geographical area, market or line of business, (B) restrict or limit the Company, the Retained Subsidiaries or any of the Company’s future Subsidiaries or Affiliates from selling products or delivering services to any Person, (C) other than confidentiality agreements with a Key Customer customers entered into in the Ordinary Course of Business, restrict the Company, the Retained Subsidiaries or Key Vendorany of the Company’s future Subsidiaries or Affiliates from hiring any Person or (D) otherwise restrict the Company, the Retained Subsidiaries or any of the Company’s future Subsidiaries or Affiliates from engaging in any aspect of its business; and (xvixiv) Contractual Obligations with any labor organization, union, works council, workers’ association or other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Businessemployee representative body. (b) The Seller is not in Company has heretofore made available to Parent correct and complete copies of each Material Contract, together with any and all amendments and supplements thereto and material breach of, or material default under, any Assigned Contract“side letters” and similar documentation relating thereto. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Each Material Contract is in full compliance force and effect and is valid and binding obligation of the Company or its Subsidiaries and, to the knowledge of the Company, each other party thereto. The Company and the Retained Subsidiaries have performed and complied in all material respects with all applicable terms and requirements of such Assigned obligations required to be performed or complied with by it under each Material Contract. To There is no default under any Material Contract by the Seller’s KnowledgeCompany or the Retained Subsidiaries or, to the knowledge of the Company, by any other party, and no event has occurred that with the lapse of time or circumstance exists that may contravenethe giving of notice or both would constitute a default thereunder by the Company or the Retained Subsidiaries, conflict withor, or result in a violation or breach ofto the knowledge of the Company, or give the Seller’s or by any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contractparty.

Contracts. (a) Schedule 4.6 sets Except as disclosed as an exhibit to the Filed Company SEC Documents or as set forth all Contracts to which in Section 3.15 of the Seller Company Disclosure Letter, the Company is not a party to or bound by or otherwise bound that are subject to any Contracts of the following nature (excludingcollectively, for clarity, Contracts that have expired or been terminated with no surviving provisions): the "Material Contracts"): (i) any Contract for which restricts the purchase Company or any of services, equipment, materials, products, its affiliates from competing in any line of business or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000; with any person in any geographical area; (ii) any Contract relating involving (A) the acquisition, merger or purchase of all or substantially all the assets or business of a third party involving aggregate consideration of $10.0 million, (B) the purchase or sale of assets, or a series of purchases and sales of assets, involving aggregate consideration of $10.0 million or more or (C) the grant to any person of any preferential right to purchase any material asset or evidencing Indebtedness; assets of the Company; (iii) any Contract with which contains a "change in control" or similar provision pursuant to which the execution and delivery of this Agreement, the commencement of the Offer or the consummation of the Offer, the Merger or any Governmental Authority; of the other Transactions would give rise to any right (including any right of termination, cancellation, acceleration or vesting) or benefit that could reasonably be expected to have a Company Material Adverse Effect; (iv) any Contract with Contract, including any Affiliate mortgage or other grant of the Seller; (v) any employmentsecurity interests, independent contractor guarantee or consulting Contract (excluding offer letters on the Seller’s standard forms provided note, relating to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case borrowing of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property money in an amount in excess of $20,000 individually, or for 10.0 million in the sale or purchase aggregate; (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xiiv) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, indemnify for any Environmental Claim or any substantially similar commitment other liability or cost with respect to, the obligations, Liabilities or Indebtedness of to any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; Environmental Law; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xivvi) any Contract that results in which would prohibit or materially delay the consummation of the Merger or any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets other Transactions; or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvivii) any other Contract, whether or not made in the ordinary course of business Contract that is material to the business, assets, liabilities, condition (financial or otherwise) ), prospects or results of operations of the Business. (b) The Seller Company. Except as, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect, the Company is not in material breach of, or material default under, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Material Contract nor, to the knowledge of the Company, is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right party to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or Material Contract in breach of, or default under, any Assigned Contractthereunder.

Contracts. (a) Schedule 4.6 sets forth all Contracts to which As of the Seller date of this Agreement, neither Parent nor any of its Subsidiaries is a party to or otherwise bound that are of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):by any Contract: (i) any Contract for that would be required to be filed by Parent as an exhibit to the purchase of servicesForm F-4 pursuant to Item 601(b)(2), equipment(4), materials, products, or supplies that (a9) involves payments by the Seller of more than $50,000 individually on an annual basis or (b10) which has not been fully performed and which expressly requires payment by of Regulation S-K under the Seller of more Securities Act, other than $50,000any Parent Plans; (ii) any Contract constituting or relating to the formation, operation, management or evidencing Indebtednesscontrol of any material partnership, joint venture, collaboration or limited liability company agreement (other than any such agreement solely between or among Parent and any of its wholly owned Subsidiaries); (iii) relating to Indebtedness, whether incurred, assumed, guaranteed or secured by any Contract asset, with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $30,000,000; (iv) with any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; (v) (A) relating to the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of any employment, independent contractor Person for aggregate consideration in excess of $30,000,000 or consulting Contract pursuant to which Parent or any of its Subsidiaries has continuing “earn out” or other similar contingent payment obligations after the date hereof in excess of $30,000,000; or (B) that gives any Person the right to acquire any assets of Parent or its Subsidiaries (excluding offer letters on ordinary course commitments to purchase goods, products and off-the- shelf Intellectual Property) after the Seller’s standard forms provided to the Buyer)date hereof with a total consideration of more than $30,000,000; (vi) any Contract with that is a noncompetitionstockholders, nonsolicitationinvestors rights, “most-favored-nation” pricing registration rights, or exclusivity relationship agreement or other similar arrangement that would prevent, restrict or limit in agreement with any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on stockholder of Parent or any of its business in any manner or in any geographic locationSubsidiaries; (vii) that is a Contract not of a type (disregarding any dollar thresholds, materiality or other qualifiers, restrictions or other limitations applied to such Contract type) described in the foregoing clauses (i)through (vi) and that has or would reasonably be expected to, either pursuant to which its own terms or together with the Seller are the lessee terms of any related Contracts, involve net payments or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount receipts in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results 20,000,000 in any Person holding a power of attorney that relates to year; (the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations Contracts of the Businesstype described in clauses (i) through (vii) above being referred to herein as “Parent Material Contracts”). (b) The Seller Parent has made available a complete and correct copy of each Parent Material Contract, as amended as of the date of this Agreement. Except with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated or replaced, (i) each Parent Material Contract (and each Contract entered into after the date of this Agreement that would have been a Parent Material Contract if such Contract had been in effect as of the date of this Agreement) is not in material breach ofvalid and binding on Parent and any of its Subsidiaries to the extent such Person is a party thereto, or material default underas applicable, any Assigned Contract. To and to the Seller’s KnowledgeKnowledge of Parent, each other Person that has or had any obligation or liability under any Assigned Contract party thereto, and is in full compliance with force and effect, except where the failure to be valid, binding or in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, (ii) Parent and each of its Subsidiaries, and, to the Knowledge of Parent, any other party thereto, has performed all applicable terms obligations required to be performed by it under each Parent Material Contract (and requirements each Contract entered into after the date of this Agreement that would have been a Parent Material Contract if such Assigned Contract. To Contract had been in effect as of the Seller’s Knowledgedate of this Agreement), no event except where such nonperformance would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, (iii) neither Parent nor any of its Subsidiaries has occurred received written notice of the existence of any breach or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give default on the Seller’s part of Parent or any other Personof its Subsidiaries under any Parent Material Contract (and each Contract entered into after the date of this Agreement that would have been a Parent Material Contract if such Contract had been in effect as of the date of this Agreement), except where such default would not, individually or in the right aggregate, reasonably be expected to declare have a Parent Material Adverse Effect and (iv) to the Knowledge of Parent, there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of any counterparty under any Parent Material Contract (and each Contract entered into after the date of this Agreement that would have been a Parent Material Contract if such Contract had been in effect as of the date of this Agreement), except as would not, individually or exercise any remedy underin the aggregate, or reasonably be expected to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contracthave a Parent Material Adverse Effect.

Contracts. (a) Schedule 4.6 sets forth all Contracts to which the Seller is a party or otherwise bound that are For purposes of this Agreement, each of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):shall be deemed to constitute a “Significant Contract”: (i) any Contract for the purchase of services, equipment, materials, products, or supplies that (a) involves payments would be required to be filed by the Seller Company as an exhibit to any Company SEC Document pursuant to Item 601(b)(4) or 601(b)(10) of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by Regulation S-K under the Seller of more than $50,000Securities Act; (ii) any Contract (other than Company Employment Agreements) relating to or evidencing Indebtednessthe provision of services to the Acquired Corporations, which services are material to the operations of the Acquired Corporations, taken as a whole; (iii) any material Contract with relating to the lease or sublease by any Governmental Authorityof the Acquired Corporations of any real property; (iv) any Contract with any Affiliate of the SellerAcquired Corporations’ top 20 customers; (v) any employment, independent contractor or consulting Contract (excluding offer letters that would reasonably be expected to have a material effect on the Seller’s standard forms provided ability of the Company to perform any of its obligations under this Agreement, or to consummate the Buyer)Merger or any of the other Contemplated Transactions; (vi) any Contract with a noncompetitionContract: (A) pursuant to which any Acquired Corporation will acquire any real property; or (B) for the acquisition or disposition of any business containing any profit sharing arrangements or “earn-out” arrangements, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement indemnification obligations of any Acquired Corporation or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic locationcontingent payment obligations; (vii) any Contract pursuant that is material to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000Acquired Corporations taken as a whole; (viii) any other Contract for identified in Part 2.10 of the sale Company Disclosure Schedule (which shall include each Contract imposing any restriction on the right or purchase ability of any tangible personal property in an amount in excess of $20,000 individuallyAcquired Corporation: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; (C) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (D) to perform services for any other Person; or (E) to transact business with any other Person, in each case, which is material to the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real propertyAcquired Corporations taken as a whole); (ix) any Contract that evidences or commitment for capital expenditures is the primary document under which there arises indebtedness of more the Company or any Company Subsidiary (other than [agreements with or among direct or indirect wholly owned Company Subsidiaries) in excess of $20,000] individually;20,000,000; and (x) any license agreement providing for Contract listed in Part 2.9(a)(ii) of the payment or receipt Company Disclosure Schedule. The Company has Made Available to Parent an accurate and complete copy of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any each Company Contract that results in any Person holding constitutes a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Significant Contract, whether or not made other than those specified in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the BusinessSection 2.10(a)(x). (b) The Seller Each Company Contract that constitutes a Significant Contract is: (i) valid and in full force and effect; and (ii) is enforceable in accordance with its terms, subject to: (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies, except, in the case of clauses “(i)” and “(ii)” of this sentence, as would not have and would not reasonably be expected to have or result, individually or in material breach ofthe aggregate, in a Company Material Adverse Effect. (c) Except as set forth in Part 2.10(c) of the Company Disclosure Schedule: (i) none of the Acquired Corporations has violated or breached, or material committed any default under, any Assigned Company Contract. To ; (ii) to the Seller’s KnowledgeKnowledge of the Company, each no other Person that has violated or had breached, or committed any obligation or liability under default under, any Assigned Contract is in full compliance with all applicable terms and requirements Significant Contract; (iii) to the Knowledge of such Assigned Contract. To the Seller’s KnowledgeCompany, no event has occurred occurred, and no circumstance or circumstance exists condition exists, that may contravene, conflict with, (with or without notice or lapse of time) could reasonably be expected to: (A) result in a violation or breach of, or of any of the provisions of any Significant Contract; (B) give the Seller’s or any other Person, Person the right to declare a default under any Significant Contract; (C) give any Person the right to receive or exercise require a rebate, chargeback, penalty or change in delivery schedule under any remedy under, or Significant Contract; (D) give any Person the right to accelerate the maturity or performance of, of any Significant Contract; or (E) give any Person the right to cancel, terminateterminate or modify any Significant Contract, or modifyand (iv) since January 1, 2010, none of the Acquired Corporations has received any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any written notice or other communication (whether oral or written) regarding any actual, alleged, possible, actual or potential possible violation or breach of, or default under, any Assigned ContractSignificant Contract except, in the case of clauses “(i)” through “(iv)” of this sentence, as would not have and would not reasonably be expected to have or result, individually or in the aggregate, in a Company Material Adverse Effect.

Contracts. (a) Schedule 4.6 sets Except as set forth all Contracts to which the Seller is a party or otherwise bound that are on Section 3.19(a) of the following nature (excludingDisclosure Schedule and the Transaction Documents, for claritythe Redemption Notice, Contracts that have expired or been terminated with no surviving provisions):Founder Repurchase Agreement, Founder Loan Note and the Chaview Documents, neither any Group Company nor any Subsidiary is bound by: (i) any material Contract (x) providing for or relating to employment or the purchase termination of servicesany Key Employee of the Company; and (y) providing for any obligation of any Group Company to make payments, equipmentother than (i) in the ordinary course of business, materials, products(ii) any grant pursuant to the ESOP, or supplies that (aiii) involves payments by any payment under the Seller Company’s bonus schemes described under Section 3.24 of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000Disclosure Schedule to any Key Employee; (ii) any material Contract relating (other than the Transaction Documents) with any Person containing any provision or covenant prohibiting or limiting the ability of the Company or any Subsidiary to engage in any business activity or evidencing Indebtednesscompete with any Person; (iii) any Contract material partnership, joint venture, shareholders or other similar Contracts with any Governmental AuthorityPerson (excluding any Contract entered into by any Group Company in connection with the advertising business cooperation with Dragon TV and Tianjin Satellite TV); (iv) any Contract with relating to Indebtedness of any Affiliate Group Company or to any preferred shares issued by any Group Company, other than the incurrence of accounts payable in the ordinary course of business of the SellerGroup Companies; (v) any employment, independent contractor material Contract relating to (x) the future disposition or consulting Contract acquisition of any Assets and Properties and (excluding offer letters on the Seller’s standard forms provided to the Buyer)y) any merger or other business combination; (vi) any material Contract with a noncompetitionbetween or among any Group Company, nonsolicitationon the one hand, “most-favored-nation” pricing or exclusivity agreement or and the Founder, on the other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic locationhand; (vii) any Contract pursuant to which (other than the Seller are the lessee or lessor ofTransaction Documents) that in any material respect, (x) limits, or holdscontains restrictions on, usesthe ability of any Group Company to declare or pay dividends on, to make any other distribution in respect of or makes available for use to issue or purchase, redeem or otherwise acquire its Equity Securities, to incur Indebtedness, to incur or suffer to exist any PersonEncumbrance, (a) to purchase or sell any real property Assets and Properties, to change the lines of business in which it participates or engages or to engage in any business combination or (by) require any tangible personal property Group Company to maintain specified financial ratios or levels of net worth or other indicia of financial condition; and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any other Contract for that requires the sale payment by or purchase of to any tangible personal property in an amount in excess of $20,000 individually, Group Company or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures Subsidiary of more than [$20,000] individually; One Million Renminbi (RMB1,000,000) annually, except (x) any license agreement providing for the payment Contract (to which any Group Company is a party or receipt of royalties or other compensation by the Seller, or the license of which any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xiGroup Company is bound) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that of the Group Companies; and (y) any Contract to which any Group Company is material a party or by which any Group Company is bound made in relation to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the BusinessInitial Public Offering. (b) The Seller Each Contract required to be disclosed in Section 3.19(a) of the Disclosure Schedule constitutes a legal, valid and binding agreement of the Group Companies who are parties to such Contract, enforceable against them in accordance with its terms; and except as disclosed in Section 3.19(b) of the Disclosure Schedule, none of the Group Companies is not in material breach aware of, or material default underhas received any notice that it is, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, of or give the Seller’s default under any such Contract (or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any with notice or other communication (whether oral lapse of time or written) regarding any actualboth, alleged, possible, or potential would be in violation or breach of, of or default under, under any Assigned such Contract).

Contracts. (a) Section 3.10 of the Company Disclosure Schedule 4.6 sets forth all Contracts a complete and correct list (except for this Agreement), as of the date of this Agreement, of each Contract, arrangement, commitment or understanding to which any of the Seller Acquired Companies is a party or otherwise bound that are to which any asset or property of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):any Acquired Company is bound: (i) any Contract for that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the purchase of services, equipment, materials, products, or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000Exchange Act); (ii) any Contract relating pursuant to which (A) the Acquired Companies collectively received revenues for the 2021 fiscal year in excess of $2,000,000 or evidencing Indebtedness(B) the Acquired Companies are collectively reasonably expected to receive revenues in excess of such $2,000,000 in the 2022 fiscal year; (iii) evidencing a commitment or requirement of the Acquired Companies (collectively) to make any Contract capital expenditure (or receive a loan from a third Person in connection therewith) in excess of $1,000,000 (except with any Governmental Authorityrespect to equipment lease financing in the ordinary course of business consistent with past practice); (iv) that is a non-competition or non-solicitation Contract or any other Contract with any Affiliate of the Seller; (v) any employmentlimiting, independent contractor restricting or consulting Contract (excluding offer letters on the Seller’s standard forms provided prohibiting, or purporting to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would preventlimit, restrict or limit prohibit the manner or ability of any Acquired Company to compete or engage in any way the Seller or, line or type of business or to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business engage in any manner line or type of business or compete with any Person in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor ofarea, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more other than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions customer agreements entered into in the ordinary course of business, so long as such customer agreements do not purport to and would not bind Parent or any of its Affiliates (other than the Company and its Subsidiaries) following the consummation of the Transactions; (v) relating to or evidencing Indebtedness (whether outstanding or as may be incurred) of any of the Acquired Companies or any guarantee of Indebtedness by any of the Acquired Companies in excess of $2,000,000, other than any such Contract solely between or among the Company and any of its wholly owned Subsidiaries; (vi) relating to or evidencing Indebtedness (whether outstanding or as may be incurred) of any Third Party to any of the Acquired Companies in excess of $1,000,000; (vii) other than with respect to any Entity that is wholly owned by the Company or any Subsidiary of the Company, that is a partnership, joint venture, alliance, shareholder, or similar Contract (including but not limited to Contracts relating to the formation, creation, operation, management or control of the same, and Contracts pursuant to which an Acquired Company has an obligation (contingent or otherwise) to make an investment in or extension of credit to any Person); (viii) that is an agency, sales, marketing, commission, distribution, international or domestic sales representative or similar Contract; (ix) other than in respect of Indebtedness and Taxes, that creates future payment obligations by any of the Acquired Companies (including settlement agreements) outside the ordinary course of business and in excess of $3,000,000; (x) under which any Acquired Company has granted any Person registration rights (including demand and piggy-back registration rights); (xi) that obligates any Acquired Company to conduct any business on an exclusive basis with any third Person, or upon consummation of the Merger, will or purports to obligate Parent or any of its Affiliates to conduct business with any third Person on an exclusive basis; (xii) that is a Government Contract and involves payments to the Acquired Companies (or any of them) in excess of $3,000,000 per year; (xiii) that relates to the acquisition or disposition of any confidentialityPerson, secrecybusiness or operations or assets constituting a business (whether by merger, sale of stock, sale of assets, consolidation or non-disclosure agreement otherwise) entered into outside within the ordinary course past five (5) years (including any such Contract under which contemplated transactions were consummated but under which one or more of businessthe parties thereto has executory indemnification, earn-out or other liabilities); (xiv) any that is a Contract under which an Intellectual Property Asset that results in any Person holding a power of attorney that relates is material to the Sellerconduct of the Acquired Companies’ businesses as currently conducted is licensed, whether an Acquired Company is a licensor or licensee, exclusive of Contracts for the Businesslicense to an Acquired Company of any software, the Purchased Assets hardware, or the Assumed Liabilitiesinformation technology systems that are generally commercially available (e.g., so-called “off-the-shelf software and technology”); (xv) that is a hedging, derivative or similar Contract (including interest rate, currency or commodity swap agreements, cap agreements, collar agreements and any similar Contract with designed to protect a Key Customer Person against fluctuations in interest rates, currency exchange rates or Key Vendor; andcommodity prices); (xvi) addressing the employment of any individual with any Acquired Company with base compensation or payments in excess of $250,000 per annum that is not terminable upon notice of thirty (30) days or less; (xvii) providing for the retention, engagement or termination of any temporary agency employee, individual consultant or other Contractindividual independent contractor of any Acquired Companies, whether in each case that provides for compensation in excess of $250,000 per annum; (xviii) that is a labor, collective bargaining, works council or not made similar agreement; (xix) that provides for a loan or advance of any amount in excess of $10,000 to any employee of any of the Acquired Companies or any temporary agency employee, consultant or other independent contractor of the Acquired Companies, in each case, other than in the ordinary course of business consistent with past practice; or (xx) that is not covered by the foregoing clauses of this Section 3.10(a) and that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations business of the BusinessAcquired Companies, taken as a whole, and provides for termination, acceleration of payment or any other material rights or obligations upon the occurrence of a change of control in the Company or any of its Subsidiaries. (b) The Seller Each Contract, arrangement, commitment or understanding of the type described and required to be disclosed in Section 3.10(a) above (together with all amendment, supplements and modifications in each case thereto) is not referred to herein as a “Material Contract.” A complete and correct copy of each Material Contract has been made available to Parent. Except Material Contracts that have expired by their terms or are terminated in accordance with their terms in compliance with Section 5.1, all of the Material Contracts are valid and binding on the Acquired Companies, as the case may be, and, to the Knowledge of the Company, each other party thereto, as applicable, and in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. No Acquired Company is in material breach ofof or default under, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a material default under, or result in the termination of, or acceleration under, the provisions of any Assigned Material Contract, and as of the date hereof, no Acquired Company has received written notice of any of the foregoing. To As of the Seller’s Knowledgedate of this Agreement, each to the Knowledge of the Company, no other Person that has or had any obligation or liability under any Assigned party to a Material Contract is in full compliance with all applicable terms material breach of or default under, or committed or failed to perform any act, and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravenecondition exists, conflict withwhich with or without notice, lapse of time or both would constitute a material default under, or result in a violation or breach the termination of, or give the Seller’s or any other Personacceleration under, the right to declare a default or exercise provisions of any remedy underMaterial Contract, or to accelerate and as of the maturity or performance ofdate hereof, or to cancel, terminate, or modify, no Acquired Company has received written notice of any Assigned Contract. Within of the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contractforegoing.

Contracts. (a) Section 3.11(a) of the Osmotica Disclosure Schedule 4.6 sets forth all Contracts to which forth, as of the Seller is a party or otherwise bound that are date hereof, each of the following nature unexpired leases, subleases, licenses, bonds, debentures, notes, mortgages, indentures, guarantees, other agreements or contracts or other legally binding instruments (excludingeach, for clarity, Contracts that have expired or been terminated with no surviving provisions):a “Contract”) to which any Osmotica Company is a party: any Contract, (i) any Contract for the purchase performance of services, equipment, materials, products, or supplies that (a) involves which is reasonably expected to involve annual payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000; (ii) any Contract relating to or evidencing Indebtedness; (iii) any Contract with any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) part of any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount Osmotica Company in excess of $20,000; 1,000,000 and is not terminable by such Osmotica Company on 90 days’ notice or less without premium or penalty (viii) any Contract for the sale or excluding sales orders and purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into orders issued in the ordinary course of business); (xiiiii) with respect to a joint venture, partnership, distributor, reseller or other similar agreement; (iii) which limits or purports to limit the ability of any confidentiality, secrecy, of the Osmotica Companies to compete in any line of business or non-disclosure agreement entered into with any person or in any geographic area or during any period of time or requires that any of the Osmotica Companies provide “most favored status,” “favored pricing” (or similar terms) to any customer or other person; (iv) that grants a Lien (other than an Osmotica Permitted Lien or a Lien that will be released as of the Closing) on any material asset of any of the Osmotica Companies; (v) that is a lease of real property; (vi) that provides for the acquisition of any person or any business unit thereof or the sale of any material asset (excluding inventory) of any of the Osmotica Companies outside the ordinary course of business; (xivvii) under which (A) any Contract that results person directly or indirectly guarantees any liabilities or obligations of any of the Osmotica Companies, (B) any of the Osmotica Companies guarantees any liabilities or obligations of any other person or (C) any of the Osmotica Companies incurs indebtedness having an outstanding principal amount (or aggregate commitments) in any Person holding a power excess of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities$1,000,000; (xvviii) that provides for the manufacture of Osmotica Products (or any Contract with a Key Customer or Key Vendor; andpart thereof) for any of the Osmotica Companies; (xviix) any other Contract, whether or not made in the ordinary course of business that is material an employment Contract for any current employee and is reasonably expected to involve payments of more than $150,000 in total compensation in 2015; (x) that is a consulting Contract for any current Contractor and is reasonably expected to involve payments of more than $150,000 in total compensation per year; (xi) under which the businessOsmotica Companies are providing products or services to customers (other than distributors and resellers) and for which the purchase of products or services from the Osmotica Companies for the twelve month period following the date hereof is reasonably expected to exceed $500,000; (xii) under which any of the Osmotica Companies is (A) a lessee or sublessee of tangible personal property, assetsor (B) a lessor of any tangible personal property owned by the Osmotica Companies, liabilities, condition in any single lease under (financial or otherwiseA) or results (B) having an original value in excess of operations $500,000; or (xiii) for capital expenditures or the acquisition or construction of the Businessfixed assets in excess of $500,000. (b) The Seller All Contracts required to be set forth in Sections 3.11(a) and 3.10(b) of the Osmotica Disclosure Schedule (such Contracts, the “Osmotica Business Contracts”) are valid, binding and in full force and effect with respect to the applicable Osmotica Company and, to the Knowledge of Osmotica, the other party thereto, subject, as to enforcement, to the Enforceability Exceptions. None of the Osmotica Companies is not in material breach of, or material default under, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Osmotica Business Contract, and, to the Knowledge of Osmotica, no other party to any Osmotica Business Contract is in full compliance with all applicable terms and requirements material breach or material default thereunder. As of such Assigned the date of this Agreement, none of the Osmotica Companies has received any claim or notice of any material breach of or material default under any Osmotica Business Contract. To As of the Seller’s Knowledgedate hereof, there are no event material disputes under any Osmotica Business Contract and none of the Osmotica Companies has occurred or circumstance exists received any notice that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, party to any of the right Osmotica Business Contracts intends to declare a default cancel or exercise terminate any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Osmotica Business Contract. Within Prior to the two (2) year period immediately preceding the Closing Datedate hereof, the Seller has not given complete and correct copies of all Osmotica Business Contracts have been made available to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned ContractVertical/Trigen.

Contracts. (a) Schedule 4.6 sets forth all Contracts to which Neither the Seller Company nor any of its Subsidiaries is a party to or otherwise bound by any contract, arrangement, commitment or understanding (whether written or oral) that are is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the following nature SEC) to be performed in whole or in part after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Reports filed prior to the date hereof. As used herein, “Company Contract” shall mean each contract, arrangement, commitment or understanding (excluding, for clarity, Contracts whether written or oral) referred to in the preceding sentence and each written agreement that have expired or been terminated with no surviving provisions): (i) (A) contains a non-compete or client or customer non-solicit requirement or any Contract for other provision that materially restricts the purchase of services, equipment, materials, productsconduct of, or supplies that the manner of conducting, any line of business of the Company or any of its affiliates (aor, following the consummation of the transactions contemplated hereby, Parent or any of its Subsidiaries), (B) involves payments obligates the Company or any of its affiliates (or, following the consummation of the transactions contemplated hereby, Parent or any of its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, (C) limits or restricts the Company’s or its affiliates’ rights to use the name “Wilmington Trust” or any variant thereof, or (D) requires referrals of business or requires the Company or any of its affiliates to make available investment opportunities to any person on a priority or exclusive basis, (ii) relates to the incurrence of indebtedness by the Seller Company or any of its Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing transactions, (iii) grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or any of its Subsidiaries, (iv) limits the payment of dividends by the Company or any of its Subsidiaries, (v) relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties, (vi) relates to an acquisition, divestiture, merger or similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect, (vii) provides for material payments to be made by the Company or any of its Subsidiaries upon a change in control thereof, (viii) is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $50,000 individually 250,000 per annum (other than any such contracts which are terminable by the Company or its applicable Subsidiary on an annual basis 60 days or less notice without any required payment or other conditions (other than the condition of notice)), (ix) relates to Company Intellectual Property (as defined in Section 3.15(b)) (including permitting the use of the name “Wilmington Trust” or any variant thereof), or (bx) which has is not been fully performed of the type described in clauses (i) through (ix) above and which expressly requires payment by involved payments by, or to, the Seller Company or any of its Subsidiaries in fiscal year ended December 31, 2009, or which could reasonably be expected to involve such payments during fiscal year ending December 31, 2010, of more than $50,000; 500,000 (ii) any Contract relating to or evidencing Indebtedness; (iii) any Contract with any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract than pursuant to which the Seller are the lessee Loans (as defined in Section 3.19(a)) originated or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation purchased by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made Company and its Subsidiaries in the ordinary course of business that is material consistent with past practice). The Company has Previously Disclosed or made available to Parent prior to the businessdate hereof, assetstrue, liabilitiescorrect and complete copies of each Company Contract that (A) provides for payments to be made by the Company or any of its Subsidiaries upon a change in control thereof or termination of such Company Contract in excess of $1,000,000 or (B) which involved payments by the Company or any of its Subsidiaries in fiscal year ended December 31, condition (financial or otherwise) or results of operations of the Business. (b) The Seller is not in material breach of2009, or material default underwhich could reasonably be expected to involve such payments during fiscal year ending December 31, any Assigned Contract. To the Seller’s Knowledge2010, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contractmore than $1,000,000.

Contracts. Except for (ai) agreements relating to mortgage --------- financing to be repaid on the Closing Date, (ii) the leases referred to in Section 2.14 below, or (iii) the ground and air space leases referred to in Section 2.15 below, Schedule 4.6 sets forth 2.13 attached hereto lists all Contracts contracts or other ------------- understandings, written or oral, to which the Seller any Grantor is a party or otherwise by which any Grantor is bound that are relate to the Properties or that will otherwise become binding on the Operating Partnership, the REIT or the Services Company following consummation of the following nature Transactions (excludingcollectively, for claritythe "Contracts" and each, Contracts that have expired or been terminated with no surviving provisions): (i) any Contract for the purchase a "Contract"). For purposes of servicesthis Section 2.13, equipment, materials, products, or supplies that "Contracts" means (a) involves payments by contracts which are required to be filed as exhibits to a registration statement or report under Item 601 of Regulation S-K promulgated under the Seller of more than $50,000 individually on an annual basis or Securities Act and (b) contracts or other understandings which has not been fully performed and which expressly requires payment by the Seller of more than $50,000; (ii) any Contract relating to or evidencing Indebtedness; (iii) any Contract with any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided are known to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing Indemnitors and involve performance of services or exclusivity agreement delivery of goods or other arrangement that would prevent, restrict materials of an amount or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount value in excess of $20,000; (viii) any Contract for the sale 50,000 or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions were entered into by a Grantor other than in the ordinary course of business; . A true, complete and correct copy of each Contract (xiiiincluding all amendments, modifications and supplements thereto) any confidentialityhas been delivered to the REIT or the Operating Partnership. To the knowledge of the Indemnitors, secrecyeach of the Contracts is valid and binding and is in full force and effect. To the knowledge of the Indemnitors, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) no Grantor and no other party to any Contract that results in has breached or defaulted under the terms of such Contract or given or received any Person holding a power notice of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) default of any Contract with a Key Customer or Key Vendor; and (xvi) any other provision of such Contract, whether except for such breaches or not made defaults that would not, singly or in the ordinary course of business that is aggregate, have a material to adverse effect on the business, assets, liabilities, condition (financial or otherwise) ), earnings, assets, business affairs or results business prospects of operations any Real Property, the ▇▇▇▇▇▇ Group's Business or, following the consummation of the Business. (b) The Seller is not in material breach ofTransactions, the REIT or material default under, any Assigned Contractthe Operating Partnership or on the Transactions. To the Seller’s Knowledgeknowledge of the Indemnitors, each other Person that has or had any obligation or liability under any Assigned Contract of the Contracts will continue to be binding in accordance with its terms following the consummation of the Transactions and is in full compliance with all applicable terms and requirements of such Assigned Contract. To freely assignable to the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned ContractOperating Partnership.

Contracts. (a) Schedule 4.6 Section 3.15(a) of the Company Disclosure Letter sets forth all forth, as of the date hereof, a true, correct and complete list of each of the following Contracts to which the Seller Company or any of its Subsidiaries is a party or otherwise bound that are of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):party: (i) any Contract for “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the purchase of services, equipment, materials, products, or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000SEC); (ii) any Contract relating to Indebtedness of the Company or evidencing any of its Subsidiaries (other than intercompany Indebtedness) and having an outstanding principal amount in excess of $500,000 in the aggregate (collectively, “Instruments of Indebtedness”); (iii) any Contract with or obligation that (A) is a non-competition or exclusive dealing Contract or that otherwise purports to limit or restrict the ability of the Company or any Governmental Authorityof its Affiliates (including, after the Closing, Parent and its Affiliates) to solicit customers or to conduct business in any market or geographic area or (B) grants or purports to grant any right of first refusal, right of first offer or similar right or (C) contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party, the termination or breach of which would reasonably be expected to have a material and adverse impact on the Company and its Subsidiaries, taken as a whole; (iv) any Contract providing for indemnification that could reasonably be expected to result in payments in excess of $500,000 by the Company or any of its Subsidiaries, other than indemnity provisions in Contracts with any Affiliate customers or suppliers of the SellerCompany or any of its Subsidiaries entered into in the Ordinary Course of Business; (v) any employment, independent contractor joint venture or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer)partnership Contract; (vi) any Contract with a noncompetitionproviding for any payments that are conditioned, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner whole or in part, on a change of control of the Company or any geographic locationof its Subsidiaries; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000collective bargaining agreement; (viii) any Contract material to the Company and its Subsidiaries, taken as a whole, providing for the sale outsourcing, contract manufacturing, testing, assembly or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase fabrication (including any option to purchase or right of first refusal or right of first negotiationas applicable) of any real propertyproducts, technology or services of the Company or any of its Subsidiaries; (ix) any Contract material to the Company and its Subsidiaries, taken as a whole, relating to the supply of any item used by the Company or commitment for capital expenditures of more than [$20,000] individuallya Subsidiary that is the sole source available to supply such item; (x) any license agreement providing for Contract material to the payment Company and its Subsidiaries, taken as a whole, granting the Company or receipt any of royalties its Subsidiaries a license, or other compensation by the Sellerright to use, or the license any Intellectual Property of any material Intellectual Property Assets which will extend over a period of at least one yearthird party (excluding commercially-available, or involve consideration in excess of $20,000 individuallyoff-the-shelf software); (xi) any joint venture or partnership, merger, asset or stock purchase Contract entered into in the last five years providing for the acquisition or divestiture Contractof a business; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption with any Top Supplier or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business;Top Customer; or (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any other Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course Ordinary Course of business Business that is material would reasonably be expected to materially delay or prevent the business, assets, liabilities, condition (financial or otherwise) or results of operations consummation of the BusinessMerger or any of the transactions contemplated by this Agreement (the Contracts described in clauses (i) through (xiii), together with the Real Property Leases, being referred to herein as “Material Contracts”). (b) The Seller True, correct and complete copies of each Material Contract have been made available to Parent. Each Material Contract is not in material breach ofvalid and binding on the Company and each of its Subsidiaries party thereto and, or material default underto the knowledge of the Company, any Assigned Contractother party thereto, except for such failures to be valid and binding that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. To Except as would not, individually or in the Seller’s Knowledgeaggregate, each other Person that has reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, there is no breach or had any obligation or liability default under any Assigned Material Contract is in full compliance with all applicable terms by the Company or any of its Subsidiaries party thereto or, to the knowledge of the Company, any other party thereto, and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred that, with the lapse of time or circumstance exists the giving of notice or both, would constitute a breach or default thereunder by the Company or any of its Subsidiaries party thereto or, to the knowledge of the Company, any other party thereto. (c) There are no provisions in any Instrument of Indebtedness that may contravene, conflict withprovide any restrictions on the repayment of the outstanding Indebtedness thereunder, or result that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in a violation the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. “Indebtedness” means, with respect to any Person, all obligations (including all obligations in respect of principal, accrued interest, penalties, prepayment penalties, fees and premiums) of such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or breach ofsimilar instruments, (iii) for the deferred purchase price of property, goods or give services (other than trade payables or accruals incurred in the Seller’s Ordinary Course of Business), (iv) under capital leases (in accordance with GAAP), (v) in respect of letters of credit, (vi) under interest rate or currency swap or other derivative or hedging instruments and transactions (valued at the termination value thereof), (vii) secured by any Lien on property or assets owned by such Person, whether or not the obligations secured thereby have been assumed, (viii) under any sale and lease back transaction, Contract to repurchase securities sold or other similar financing transaction and (ix) in the nature of guarantees of the obligations described in clauses (i) through (viii) above of any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contract.

Contracts. (a) Schedule 4.6 sets forth all Contracts Except for this Agreement and except as filed with the SEC as an exhibit to which any Company SEC Document, as of the Seller date hereof, neither the Company nor any of its Subsidiaries is a party to or otherwise is bound that are by any of the following nature categories of Contracts, excluding any Company Plans (excludingeach such Contract required to be filed as an exhibit to any Company SEC Document or required to be listed in Section 3.16(a) of the Company Disclosure Letter, for clarity, Contracts that have expired or been terminated with no surviving provisionsa “Company Material Contract” ): (i) any Contract for the purchase of services, equipment, materials, products, or supplies that (a) involves payments would be required to be filed by the Seller Company as a “material contract” pursuant to Item 601(b)(10) of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by Regulation S-K under the Seller of more than $50,000Securities Act; (ii) any Contract relating to which the Company or evidencing Indebtednessany of its Subsidiaries is a party that (A) restricts the ability of the Company or any of its Subsidiaries to (x) engage in or compete in any business or with any Person or in any geographical area, market or field, (y) transact with any Person or (z) solicit any client or customer, in each case in any manner that is material to the Company or its Subsidiaries, or that would restrict in any material respect Parent or its Subsidiaries following the Closing, (B) requires the Company or any of its Subsidiaries 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 any of its Subsidiaries, (C) provides for “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 any of its Subsidiaries, or (D) would require disclosure under Item 404 of Regulation S-K under the Securities Act; (iii) any Contract with any Governmental Authoritywhich creates or purports to create a dealer, distribution, joint marketing, joint venture, joint development, partnership, strategic alliance, collaboration, development agreement or outsourcing arrangement; (iv) any Contract with any Affiliate creating, guaranteeing or securing Indebtedness, in each case in excess of the Seller$200,000; (v) any employmentContract involving the acquisition or disposition, independent contractor directly or consulting 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 (excluding offer letters on the Seller’s standard forms provided to the Buyer)of $250,000 or more; (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing that calls for aggregate payment or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way receipt by the Seller or, to the extent that Company and its Subsidiaries under such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic locationof more than $250,000 annually; (vii) any Contract pursuant to which the Seller are the lessee Company or lessor ofany of its Subsidiaries has continuing indemnification, guarantee, “earn-out” or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000other contingent payment obligations; (viii) any Contract that is a license agreement, covenant not to sue agreement or coexistence agreement or similar agreement that is material to the business of the Company and its Subsidiaries, taken as a whole, to which the Company or any of its Subsidiaries is a party and licenses in Intellectual Property owned by a third party or licenses out Intellectual Property owned by the Company or its Subsidiaries or agrees not to assert or enforce Intellectual Property owned by the Company or such Subsidiary, other than license agreements for software that is generally commercially available; (ix) any Contract that by its terms calls for or otherwise may require royalties, milestone payments or similar contingent payments; (x) any Contract that contains any “standstill” or similar agreement to which the sale Company or purchase any of its Subsidiaries has agreed not to acquire assets or securities of another Person (not in connection with any tangible personal property strategic alternatives process of the Company); (xi) any Contract that obligates the Company or any of its Subsidiaries to make any capital commitment, loan or expenditure in an amount in excess of $20,000 individually200,000; (xii) any Contract with any Governmental Entity; (xiii) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (xiv) any Contract relating to the employment of, or for the sale performance of services by, any employee or purchase contractor pursuant to which (A) the Company or any of its Subsidiaries is or may become obligated to make any severance, termination, or similar payment to any current or former employee or director; or (B) the Company or any of its Subsidiaries is or may become obligated to make any change in control or similar transaction payments; (xv) any Contract that is material to the Company’s and its Subsidiaries’ business (A) that relates to the research, testing, clinical trial, development, commercialization, manufacture, marketing, importation, exportation, sale, distribution, supply or license of any Company Product (as defined below) including Contracts with contract manufacturing organizations or contract research organizations, or (B) under which clinical, pre-clinical or non-clinical data relating to any option Company Product is or may be generated; (xvi) any Contract pursuant to purchase which Company or its Subsidiaries exclusively licenses from or to another Person rights to material intellectual property; (xvii) each Contract that grants any right of first refusal or right of first negotiation) offer or similar right with respect to any material assets, rights or properties of any real propertythe Company or its Subsidiaries; (ixxviii) each collective bargaining or other labor or works council agreement covering employees of the Company; (xix) each Contract (other than the Company’s and any of its Subsidiaries’ certificates of incorporation and bylaws (or comparable organizational documents)) 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 which the Company or commitment any of its Subsidiaries has an obligation to indemnify such director, officer, Affiliate or “associate” or “immediate family” member, but excluding any Company Plan; (xx) each Contract expressly limiting or restricting the ability of the Company or its Subsidiaries (A) 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, (B) to pledge their capital stock or other equity interests, (C) to issue any guaranty, (D) to make loans to the Company or its Subsidiaries, or (E) to grant liens on the property of the Company or its Subsidiaries; and (xxi) each Contract that obligates the Company or its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any Person, except for (i) loans or advances for indemnification, attorneys’ fees, or travel and other business expenses in the Ordinary Course of Business, or (ii) loans, advances or capital expenditures contributions to, or investments in, any Person that is not an Affiliate or an employee of more than [the Company not in excess of $20,000] 500,000 individually; (xi) Each Company Material Contract is valid and binding on the Company and any license agreement providing for of its Subsidiaries to the payment extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or receipt in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; (ii) the Company and each of royalties its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Company Material Contract, except where any noncompliance, individually or other compensation in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect; and (iii) there is no default under any Company Material Contract by the SellerCompany or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Company Material Contract, nor has the Company or any of its Subsidiaries received any notice of any such default, event or condition, 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 Company Material Adverse Effect; provided, however, that the foregoing is without limitation to the provisions of Section 3.16(c). The Company has made available to the Company true and complete copies of all Company Material Contracts, including all amendments thereto. (c) Neither the Company nor any of its Subsidiaries has received any notices seeking (i) to excuse a third party’s nonperformance, or the license delay a third party’s performance, under existing Company Material Contracts due to interruptions caused by COVID-19 (through invocation of any material Intellectual Property Assets which will extend over a period of at least one yearforce majeure or similar provisions, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business(ii) to modify any existing contractual relationships due to COVID-19. (b) The Seller is not in material breach of, or material default under, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contract.

Contracts. (a) Schedule 4.6 sets forth all 3.11(a) is a correct and complete list (by reference to the applicable subsection hereof) of each of the following Contracts to which the Seller Company is a party or otherwise bound that are following completion of the following nature Restructuring (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions): the “Material Contracts”): (i) any each continuing Contract for the purchase of services, equipment, materials, productsgoods or the supply of services that requires the Company, or supplies is reasonably likely to result in the Company being obligated, to pay an annual amount of $50,000 or more in the aggregate after the Agreement Date (excluding Contracts with publishers), or that (a) involves payments entitles the Company to receive an annual amount of $50,000 or more in the aggregate after the Agreement Date, excluding insertion orders entered into by the Seller of more than $50,000 individually on an annual basis Company with advertisers or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000; (ii) any Contract relating to or evidencing Indebtedness; (iii) any Contract with any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into marketers in the ordinary course of business; , (ii) all Contracts that restrict the Company or any of its Affiliates from competing with or engaging in any business activity anywhere in the world or soliciting for employment, hiring or employing any Person, (iii) all Contracts pursuant to which the Company has acquired or disposed of, or is obligated to acquire or dispose of, a business or an entity, or a material portion of the assets of a business or entity, whether by way of merger, consolidation, purchase or sale of stock, purchase or sale of assets, license or otherwise, and as to which the Company has continuing material obligations or material rights, (iv) all Contracts concerning joint venture or partnership agreements, or the sharing of profits, (v) all Contracts whereby the Company leases, subleases, licenses, or otherwise holds any rights to use or occupy any interest in real property (the “Real Property Leases”), (vi) all Contracts with respect to Indebtedness, (vii) all Contracts with any Governmental Authority, (viii) all Contracts listed on Schedule 3.10(b)(i), (ix) all Contracts listed on Schedule 3.10(b)(ii), (x) all Contracts that contain any “most-favored nation” pricing or similar pricing terms or provisions regarding minimum volumes, or rebates, excluding any Contracts with such provisions that are for the benefit of Company, (xi) any collective bargaining agreements, (xii) all Contracts with respect to the employment of any individual on a full-time, part-time, consulting, or other basis involving annual payments of more than $100,000 and that, in each case, is not immediately terminable by the Company without cost or Liability, (xiii) each Contract with any confidentialitypublisher that resulted in the payment by the Company to such publisher of an amount of $50,000 or more in the aggregate during the twelve month period ended December 31, secrecy2013, or non-disclosure agreement entered into outside the ordinary course of business; and (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or all Contracts not made in the ordinary course of business the Business consistent with past practice and that is are material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business. (b) The Seller Except as set forth on Schedule 3.11(b), correct and complete copies of the Material Contracts listed on Schedule 3.11(a), together with all modifications and amendments thereto, have previously been delivered or made available to Buyer. Except as set forth on Schedule 3.11(b), each of the Material Contracts is in full force and effect, is valid and enforceable in accordance with its terms, and is not subject to any claims, charges, set-offs or defenses in connection with the enforcement by the Company of any rights thereunder. Except as set forth on Schedule 3.11(b), the Company is not in material breach of, or material default under, nor has any Assigned Contract. To event occurred which with the Seller’s Knowledgegiving of notice or the passage of time or both would constitute a material default by the Company under, each or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from any material obligation under, any Material Contract and, to the knowledge of the Company, no other Person that has or had any obligation or liability under any Assigned Contract party is in full compliance with all applicable terms material default, and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred which with the giving of notice or circumstance exists that may contravene, conflict withthe passage of time or both would constitute a material default by any other party, or result in a violation which would give rise to any right of notice, modification, acceleration, payment, cancellation or breach of, termination of or give by the Seller’s or any other Person, the right to declare a default or exercise any remedy Company under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, in any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received manner release any party thereto from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default obligation under, any Assigned such Material Contract. Except as set forth on Schedule 3.11(b), neither Seller nor the Company has been notified in writing by any counterparty to any Material Contract that such counterparty is terminating or intends to terminate such Contract.

Contracts. (a) Schedule 4.6 Except for this Agreement, Section 3.12(a) of the Company Disclosure Letter sets forth a correct and complete list, and the Company has made available to Parent correct and complete copies, of all Contracts (including all material amendments, modifications, extensions or renewals with respect thereto, but excluding all names, terms and conditions that have been redacted in compliance with the terms of each such Contract or with applicable Laws governing the sharing of information) to which the Seller Company or any of its Subsidiaries is a party or otherwise bound that are as of the following nature date of this Agreement (excludingcollectively, for clarity, Contracts that have expired or been terminated with no surviving provisionsthe “Company Contracts”): (i) that are required to be filed as an exhibit to any Contract for report of the purchase Company filed pursuant to the Exchange Act of services, equipment, materials, products, or supplies that (athe type described in Item 601(b)(10) involves payments of Regulation S-K promulgated by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000SEC; (ii) that contain a covenant restricting the ability of the Company or any Contract relating of its Subsidiaries (x) to compete in any business or with any Person or in any geographic area, (y) to sell to or evidencing Indebtednesspurchase from any other Person or (z) to hire or solicit for employment any individuals or groups of individuals; (iii) that contain change-of-control provisions relating to the Company or any Contract with any Governmental Authorityof its Subsidiaries; (iv) with respect to the employment of any Contract directors, executive officers or other senior officers of the Company; (v) with any Affiliate of the Seller; Company (v) other than any employment, independent contractor of its Subsidiaries and other than employment or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyercompensation-related Contracts); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way which substantially relates to (A) the Seller or, granting to the extent that such Contract is an Assigned ContractCompany or any of its Subsidiaries of any IP License in or to any material Company Intellectual Property owned by a third party, or (B) the Buyergranting by the Company or any of its Subsidiaries of any IP License to a third party in or to any material Company Intellectual Property, from carrying on its business in each of clause (A) and (B) above, excluding “click-wrap” or “shrink-wrap” agreements, agreements contained in or pertaining to “off-the-shelf” Software, or the terms of use or service for any manner or in any geographic locationweb site; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use relating to any Personjoint venture, (a) any real property partnership or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000other similar arrangement involving co-investment with a third party; (viii) with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which impose any Contract for material obligation or restriction on the sale Company or purchase any of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real propertyits Subsidiaries; (ix) relating to any Contract indebtedness for borrowed money of the Company or commitment any of its Subsidiaries is outstanding or may be incurred or pursuant to which the Company or any of its Subsidiaries has guaranteed any indebtedness for borrowed money of any other Person (other than the Company or any of its Subsidiaries and excluding trade payables arising in the ordinary course of business) or that is a mortgage, security agreement, capital expenditures lease or similar agreements that creates a lien on any material asset of the Company or any of its Subsidiaries, in each case involving annual payments of more than [$20,000] individually75,000; (x) any license agreement providing for the payment that is a service contract, equipment lease or receipt of royalties or arrangement (other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock than purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions orders entered into in the ordinary course of business) with respect to the receipt of goods and services involving payments by the Company or any of its Subsidiaries of more than $75,000 in the aggregate over the term of such contract; (xiiixi) pursuant to which the Company, any confidentialityof its Subsidiaries or any other party thereto has material continuing obligations, secrecyrights or interests relating to the research, development, clinical trial, distribution, supply, manufacture, testing, design, marketing or co-promotion of, or noncollaboration with respect to, any products or product candidates of the Company or any of its Subsidiaries, including material manufacture or supply services or material Contracts with contract research organizations for clinical trials-disclosure agreement entered into outside related services; and (xii) relating to the future disposition or acquisition of any material assets or properties, other than dispositions or acquisitions in the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business. (b) The Seller Each Company Contract is not in material breach ofvalid and binding on the Company and each of its Subsidiaries which is party thereto and, or material default under, any Assigned Contract. To to the Seller’s KnowledgeKnowledge of the Company, each other Person that has or had any obligation or liability under any Assigned Contract party thereto, and is in full force and effect, and the Company and each of its Subsidiaries has performed all obligations required to be performed by them prior to the date of this Agreement under each Company Contract and, to the Knowledge of the Company, each other party to each Company Contract has performed all obligations required to be performed by it prior to the date of this Agreement under such Company Contract, except for such failures to be in compliance with all applicable terms and requirements of such Assigned Contract. To by the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modifyCompany, any Assigned Contract. Within of its Subsidiaries or such other party as would not, individually or in the two (2) year period immediately preceding the Closing Dateaggregate, the Seller has not given reasonably be expected to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contracthave a Company Material Adverse Effect.

Contracts. (a) Schedule 4.6 sets forth all Contracts to which Except for this Agreement, neither the Seller Company nor any of its Subsidiaries is a party to or otherwise bound that are of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions): by any Contract (i) any Contract for which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the purchase SEC) to be performed after the date of services, equipment, materials, products, or supplies this Agreement that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment filed or incorporated by reference in the Seller of more than $50,000; Company SEC Documents; (ii) any which constitutes a Contract or commitment relating to indebtedness for borrowed money or evidencing Indebtedness; the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iii) which contains any Contract with any Governmental Authority; (iv) any Contract with provision that would restrict or affect the conduct of business of any Affiliate of the Seller; Company (or any Affiliate of any such Affiliate of the Company); (iv) that (A) contains most favored customer pricing provisions or (B) grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any person, in each case under this clause (B) in a manner which is material to the business of the Company and its Subsidiaries, taken as a whole; (v) any employmentwhich was entered into after September 27, independent contractor 2008 or consulting Contract not yet consummated for the acquisition or disposition, directly or indirectly (excluding offer letters on the Seller’s standard forms provided to the Buyerby merger or otherwise); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing of assets or exclusivity agreement capital stock or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available equity interests of another person for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; 250,000 (xi) any joint venture other than acquisitions or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness dispositions of any other Person, except commercial Contracts containing standard indemnification provisions entered into assets in the ordinary course of business; ); (xiiivi) which by its terms calls for aggregate payments by the Company or its Subsidiaries of more than $250,000 over the remaining term; (vii) which the Company or any confidentialityof its Subsidiaries has continuing indemnification, secrecy“earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $250,000; or non(viii) which grants any rights to any material Company Intellectual Property (other than commercially available, off-disclosure agreement entered into outside the-shelf software). Each Contract, arrangement, commitment, agreement, license, permit, bond, mortgage, indenture or understanding of the ordinary course type described in clauses (i) through (vii) of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contractthis Section 4.11, whether or not made set forth in the ordinary course Company Disclosure Letter or in the Company SEC Documents, is referred to herein as a “Company Contract” (for purposes of business that clarification, each “material contract” (as such term is material to the business, assets, liabilities, condition (financial or otherwisedefined in Item 601(b)(10) or results of operations Regulation S-K of the BusinessSEC) to be performed after the date of this Agreement, whether or not filed with the SEC, is a Company Contract). A true and complete list of the Company Contracts is set forth in Section 4.11(a) of the Company Disclosure Letter. (b) The Seller (i) Each Company Contract is not valid and binding on the Company and any of its Subsidiaries that is a party thereto, as applicable, and in material breach offull force and effect and (ii) the Company, or material default undereach of its Subsidiaries and each other party to each Company Contract, any Assigned has performed all obligations required to be performed by it under each Company Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements Knowledge of such Assigned Contract. To the Seller’s KnowledgeCompany, no event has occurred or circumstance condition exists that may contravenewhich constitutes, conflict withor, after notice or result in lapse of time or both, will constitute, a violation or breach ofdefault under any such Company Contract on the part of the Company, or give the Seller’s any of its Subsidiaries or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contractparty thereto.

Contracts. (ai) Section 3.15(a) of the Radiancy Disclosure Schedule 4.6 sets forth all an accurate list of the following Contracts to which any member of the Seller Radiancy Group engaged in the Radiancy Business is a party Party or by which any member of the Radiancy Group is bound that is primarily used in, or otherwise bound that are necessary for, the operation of the following nature Radiancy Business (excludingcollectively, for clarity, Contracts that have expired or been terminated with no surviving provisionsthe “Radiancy Business Contracts”): (i) each Contract (other than purchase orders for Inventory) that involves performance of services or delivery of goods or materials by any Contract for member of the purchase Radiancy Group engaged in the Radiancy Business of services, equipment, materials, products, an amount or supplies that (a) involves payments by the Seller value in excess of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,00025,000; (ii) each Contract (other than purchase orders for Inventory) that involves performance of services or delivery of goods or materials to any Contract relating to member of the Radiancy Group engaged in the Radiancy Business of an amount or evidencing Indebtednessvalue in excess of $25,000; (iii) each Lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any Contract with leasehold or other interest in, any Governmental Authoritypersonal property (except personal property leases and installment and conditional sales agreements having aggregate payments of less than $50,000); (iv) any each Contract with any Affiliate in respect of Intellectual Property (other than licenses for shrinkwrap, clickwrap or other similar commercially available off-the-shelf software that has not been modified or customized by a third Party for the SellerRadiancy Business); (v) each collective bargaining agreement and other Contract to or with any employment, independent contractor labor union or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer)other employee representative of a group of employees; (vi) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Contract member of the Radiancy Group with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or any other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic locationPerson; (vii) any Contract pursuant agreement relating to which the Seller are the lessee indebtedness for borrowed money or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case extensions of clause (b), that involves an aggregate amount in excess of $20,000credit; (viii) any each Contract for containing covenants that restrict the sale or purchase business activity of any tangible personal property in an amount in excess member of $20,000 individuallythe Radiancy Group, including, but not limited to, any exclusivity covenants, or for limit the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) freedom of any real propertymember of the Radiancy Group to engage in any line of business or to compete with any Person; (ix) any Contract agreement providing for indemnification by any member of the Radiancy Group, other than indemnification provided to customers or commitment for capital expenditures vendors in the Ordinary Course of more than [$20,000] individuallyBusiness; (x) any license agreement providing for the payment employment or receipt of royalties or other compensation by the Sellerconsulting Contract with any Business Employee, or any consultant or contractor of the license Radiancy Business, other than at-will arrangements that do not include severance or “change of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually;control” provisions; and (xi) any joint venture each amendment, supplement, and modification (whether oral or partnership, merger, asset or stock purchase or divestiture Contract; (xiiwritten) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with in respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Businessforegoing. (bii) The Seller Except as set forth in Section 3.15(b) of the Radiancy Disclosure Schedule, as of the date hereof, all of the Radiancy Business Contracts are in full force and effect and are enforceable in accordance with their terms except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, and (ii) is not subject to general principles of equity. (iii) Except as set forth in material breach ofSection 3.15(c) of the Radiancy Disclosure Schedule, or material default underas of the date hereof, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract no Radiancy Group member is in full compliance with all applicable terms breach in any material respect of or default under (and requirements of such Assigned Contract. To the Sellerto PHMD’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any which with notice or other communication (whether oral the passage of time or written) regarding both would constitute a breach in any actual, alleged, possible, or potential violation or breach of, material respect of or default under) any Business Contract nor, to PHMD’s Knowledge, is any Assigned other Party to any such Business Contract in breach in any material respect of or default under such Business Contract.

Contracts. (a) Schedule 4.6 Section 3.13(a) of the Seller Disclosure Schedules sets forth all Contracts the following Contracts, as of the date hereof, to which the Purchased Entities (or any Subsidiary thereof) or any Seller Entity is a party to or otherwise bound by that are relate primarily to the operation of the following nature Business (excludingother than sales or purchase orders, for claritystatements of work, standard terms and conditions and similar instruments entered into or used in the ordinary course of business, intercompany agreements, or Seller Benefit Plans) (all such Contracts required to be set forth on Section 3.13(a) of the Seller Disclosure Schedules, as well as statements of work to which the Purchased Entities (or any Subsidiary thereof) or any Seller Entity is a party to or bound by that have expired or been terminated with no surviving provisionsrelate primarily to the operation of the Business, the “Material Contracts”): (i) any Contract for the purchase of services, equipment, materials, products, or supplies that twenty (a20) involves payments largest customer Contracts (measured by dollar amounts received by the Seller of more than $50,000 individually on an annual basis or Business in the fiscal year ended December 29, 2023) (b) which has not been fully performed and which expressly requires payment by such counterparties, the Seller of more than $50,000;“Significant Customers”); (ii) any Contract relating to or evidencing Indebtednessthe ten (10) largest supplier Contracts (measured by dollar amounts spent by the Business in the fiscal year ended December 29, 2023) (such counterparties, the “Significant Suppliers”); (iii) other than Contracts with Significant Customers and Significant Suppliers, each Contract that by its express terms provides for “exclusivity” in respect of any Contract with products (including Products) or services or contains a “most favored nations” provision or any Governmental Authority; (iv) any Contract with any Affiliate similar requirements in favor of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property that would, individually or (b) any tangible personal property and, in the case of clause (b)aggregate, that involves an aggregate amount be material to the Business, taken as a whole, after the Closing, and in excess of $20,000; (viii) any Contract each case, other than customary distribution agreements for the sale Products or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions services entered into in the ordinary course of business; (xiiiiv) each Contract providing for the acquisition or disposition by the Business of any confidentialitybusiness or assets (whether by merger, secrecysale of stock (or other equity interests), sale of assets or otherwise), excluding ordinary course commercial Contracts, for an aggregate purchase price in excess of five million Dollars ($5,000,000) and pursuant to which a Purchased Entity or any of its Subsidiaries has continuing earn-out, deferred consideration or contingent payment obligations, or indemnification or similar obligations, following the date of this Agreement; (v) each Contract providing for a material joint venture, strategic alliance or similar partnership agreement or arrangement with a third party; (vi) each Contract requiring future capital expenditure obligations of the Business in excess of two million five hundred thousand Dollars ($2,500,000); (vii) each license or other grant of rights with respect to Intellectual Property Rights that are material to the Business and are granted (A) by any of the Purchased Entities (or Subsidiary thereof) or Seller Entities to any third party under any Transferred Intellectual Property (except non-disclosure agreement entered into outside exclusive licenses granted to customers, service providers or vendors in the ordinary course of business) or (B) to any of the Purchased Entities (or Subsidiary thereof) or Seller Entities with respect to Intellectual Property Rights of third parties for use in the Business (except for “shrink wrap,” “commercially available off the shelf software” or “click through” licenses, other than Contracts exclusively related to the Business for such licenses that involved aggregate payments of more than fifty thousand Dollars ($50,000) in the fiscal year ended December 29, 2023); (xivviii) each Contract providing for any Contract that results in any Person holding a power of attorney that relates to the royalty, milestone, contingent payments, similar deferred payments or similar deferred Liabilities payable by Seller, the Business, the a Seller Entity or a Purchased Assets Entity (or the Assumed Liabilitiestheir Subsidiaries) in excess of two million five hundred thousand Dollars ($2,500,000); (xvix) any each Contract with a Key Customer or Key Vendor; andGovernmental Entity, including grants and similar funding arrangements, but other than Contracts relating to government-sponsored healthcare; (xvix) each Contract under which any other ContractPerson is engaged by a Purchased Entity or Seller Entity (with respect to the Business) to provide contract research services, whether contract manufacturing services or not made contract sales services for the Product, in the ordinary course of business each case, that is material to the Business, taken as a whole; (xi) each Contract under which any Person is engaged or granted rights to distribute a Product in any jurisdiction, that is material to the Business, taken as a whole; (xii) each material Transferred Lease; (xiii) each Contract evidencing Indebtedness of the type described in clause (a) of the definition of Indebtedness (including such Indebtedness of the type described in clause (a) of the definition of Indebtedness that would otherwise be excluded pursuant to clause (iii) of the proviso to the definition of Indebtedness) (other than intercompany indebtedness among the Seller, the Purchased Entities and their respective Subsidiaries) in an individual principal amount in excess of two and one-half million Dollars ($2,500,000) (A) that constitutes an Assumed Liability, (B) with respect to which any Purchased Entity or any Subsidiary of a Purchased Entity is the primary obligor or a guarantor in respect thereof, or (C) that is secured by a Lien on any Purchased Entity Shares or Purchased Assets; and (xiv) each Contract that by its express terms (A) materially limits or materially impairs the ability of the Seller Entities (with respect to the Business) or the Purchased Entities (or Subsidiaries thereof) to compete in any line of business or with any Person, or engage in any line of business or conduct business, assets, liabilities, condition in any geographic area (financial including through non-compete or otherwiseexclusivity provisions) or results (B) requires the Seller Entities to purchase a minimum quantity of operations good, supplies or services from any Person or in any geographic area and which is material to the Business, or (C) requires the Seller Entities to purchase its total requirements of goods, supplies or services from any other Person or in any geographic area or contains a “take or pay” provision and which is material to the Business. (bi) The Except as would not reasonably be expected to be material to the Business, taken as a whole, each Material Contract is valid and binding on the Seller Entity or Purchased Entity (or Subsidiary thereof) that is not a party thereto and, to the Knowledge of Seller, each other party thereto, and is in full force and effect, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a Proceeding in equity or law), and (ii) no Seller Entity or Purchased Entity (or Subsidiary thereof) or, to the Knowledge of Seller, any other party thereto, is in material breach of, or material default under, any Assigned such Material Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actualmade available in the Data Room true, alleged, possible, or potential violation or breach of, or default under, any Assigned Contractcorrect and complete copies of each Material Contract existing as of the date hereof.

Contracts. (ai) Schedule 4.6 sets Section 2R(i) of the Disclosure Letter (with paragraph references corresponding to those set forth all below) contains a true and complete list of each of the following Contracts (A) which are not terminable on less than 90 days’ notice without penalty and (B) to which the Seller Company or any Subsidiary is a party or otherwise by which any of their respective Assets and Properties is bound that are (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 made available to Purchaser prior to the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisionsexecution of this Agreement): (i) any Contract for the purchase of services, equipment, materials, products, or supplies that (a) involves payments by the Seller all Contracts (excluding Benefit Plans) providing for a commitment of more than $50,000 individually on an annual basis employment or consultation services for a specified or unspecified term; (b) which has not been fully performed all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of the Company or any Subsidiary 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 or any Subsidiary; (c) all partnership, joint venture, equityholders’ or other similar Contracts with any Person; (d) all Contracts relating to Indebtedness of the Company or any Subsidiary; (e) all material Contracts with independent contractors, distributors, dealers, franchisers, manufacturers’ representatives, sales agencies or franchisees; (f) all guarantees of any Indebtedness or other obligations of the Company or any Subsidiary and which expressly requires payment all guarantees by the Seller Company or a Subsidiary of more than any Indebtedness or other obligation of any third Person; (g) all material Contracts relating to the licensing of Intellectual Property by the Company or any Subsidiary to a third party or the licensing by any Person to the Company or any Subsidiary of the Intellectual Property set forth on Section 2Q(i) of the Disclosure Letter, and all other Contracts affecting in any material respect the Company’s ability to use, transfer, or disclose such Intellectual Property; and (h) all Contracts, including, without limitation, Contracts with customers or suppliers, that reasonably could be expected to involve the expenditure by the Company or its Subsidiaries of amounts in excess of $50,000;5,000,000, or to result in revenues to the Company and its Subsidiaries of $5,000,000, in each case during any twelve-month period. (ii) Each Contract required to be disclosed in Section 2R(i) of the Disclosure Letter is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company or a Subsidiary, as appropriate; and except as disclosed in Section 2R(ii) of the Disclosure Letter, neither the Company nor any Subsidiary nor, to the knowledge of the Company and each Subsidiary, any other party thereto is, or has received notice that it is, in violation or breach of or default under any such Contract relating (or with notice or lapse of time or both, would be in violation or breach of or default under any such Contract). Section 2R(i) of the Disclosure Letter indicates for each Contract listed therein if such Contract is to be (a) terminated or rejected (whether pursuant to Section 365 of the Bankruptcy Code or otherwise) prior to or evidencing Indebtedness;as of the Closing Date, (b) assumed (whether pursuant to Section 365 of the Bankruptcy Code or otherwise), and the scheduled estimated cure amount thereof or (c) either terminated, rejected or assumed and the scheduled estimated cure amount thereof. (iii) any Contract with any Governmental Authority; (ivExcept as disclosed in Section 2R(iii) any Contract with any Affiliate of the Seller; (v) Disclosure Letter, neither the Company nor any employment, independent contractor Subsidiary is a party to or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation bound by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results has resulted in, or could be reasonably expected to cause, individually or in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract aggregate with a Key Customer or Key Vendor; and (xvi) any other Contractsuch Contracts, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Businessa Material Adverse Change. (b) The Seller is not in material breach of, or material default under, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contract.

Contracts. (a) Set forth on Section 3.13(a) of the Company Disclosure Schedule 4.6 sets forth all Contracts to which the Seller is a party or otherwise bound that are list of each Company Agreement that, as of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):date hereof: (i) any Contract for is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the purchase of services, equipment, materials, products, or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000SEC); (ii) any Contract relating to involves aggregate revenues or evidencing Indebtednessexpenditures in excess of $500,000 per year; (iii) any Contract with any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor involves revenues or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount expenditures in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions 250,000 per year and was not entered into in the ordinary course of business consistent with past practice; (iv) grants any so-called “most favored nation” or similar rights; (v) contains any non-compete or exclusivity provisions with respect to any line of business, any type of product or service, any channel of distribution, any field of commercial endeavor or geographic area with respect to the Company or any Company Subsidiary, or which restricts the conduct of any line of business, any type of product or service, any channel of distribution, any field of commercial endeavor by the Company or any Company Subsidiary, or any geographic area in which the Company or any Company Subsidiary may conduct any of the foregoing, in each case in any material respect; (vi) would or would reasonably be likely to prohibit or materially delay the consummation of the Transactions or that would accelerate payment obligations, performance deadlines, or modify or accelerate any other material obligation due to the Transactions; (vii) is with any labor union or association representing any employee of the Company or any of the Company Subsidiaries and any collective bargaining agreement; (viii) is a partnership, joint-venture, strategic alliance or similar agreement; (ix) relates to Indebtedness in excess of $250,000; (x) relates to an acquisition, divestiture, merger, or similar transaction and contains representations, warranties, covenants, indemnities or other obligations (including “earn-out” or other contingent obligations) that are still in effect and could result in payments by the Company or any Company Subsidiary; (xi) is a material license or sublicense (whether as a licensor or a licensee) of any Intellectual Property or other intangible asset (excluding commercial off-the-shelf or shrink wrap software that has not been modified or customized); (xii) relates to the sale of any of the Common Stock or other Equity Securities of the Company or any of the Company Subsidiaries, to the sale of any material assets or properties of the Company or any of the Company Subsidiaries or for the grant to any Person of any options, rights of first refusal, or preferential or similar rights to purchase any of such Common Stock, Equity Securities, assets or properties; (xiii) relates to the acquisition by the Company or any confidentialityof the Company Subsidiaries, secrecydirectly or indirectly (by merger, license or non-disclosure agreement entered into outside the ordinary course otherwise), of businessmaterial assets or capital stock or other ownership interests of any other Person; (xiv) is a Company Benefit Plan where any Contract that results in any Person holding a power of attorney that relates to the Sellerbenefits would be increased, the Business, the Purchased Assets or the Assumed Liabilitiesvesting of the benefits would be accelerated, by the occurrence of any of the Transactions, or the value of any benefits would be calculated on the basis of any of the Transactions; (xv) is an insurance policy providing for indemnification of any Contract with a Key Customer officer or Key Vendor; anddirector of the Company or any of the Company Subsidiaries, other than the Company Governing Documents; (xvi) prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any Company Subsidiary, prohibits the pledging of the capital stock of the Company or any Company Subsidiary or prohibits the issuance of guarantees by any Company Subsidiary; (xvii) restricts the ability of the Company or any Company Subsidiary to assert any Legal Proceeding against any Person other Contractthan immaterial release agreements relating to claims against customers, whether landlords, or not made former employees entered into in the ordinary course of business consistent with past practice; (xviii) the Company or any Company Subsidiary has entered into with any Governmental Authority that is imposes restrictions on the Company or any Company Subsidiary that would have more than a de minimis economic impact on the Company or any Company Subsidiary; or (xix) relates to any settlement involving future payments in excess of $1,000,000 or providing behavioral remedies in any material to the business, assets, liabilities, condition respect or admission of criminal conduct. Each Company Agreement described in clauses (financial i) through (xix) (whether or otherwisenot set forth on Section 3.13(a) or results of operations of the BusinessCompany Disclosure Schedule) is referred to herein as a “Company Material Contract”; provided, however, that the foregoing definition of Company Material Contract shall not include any leases, subleases and other occupancy or use agreements concerning the real property leased by the Company or any of the Company Subsidiaries other than the Company Material Leases. (b) The Seller Each Company Material Contract is, and immediately after the consummation of the Transactions will be, valid and binding on the Company and each Company Subsidiary party thereto and, to the Knowledge of the Company, each other party thereto, as applicable, enforceable against them in accordance with its terms and is not in full force and effect, and the Company and each Company Subsidiary has performed in all material breach respects the obligations required to be performed by it under each Company Material Contract and, to the Knowledge of the Company each other party to each Company Material Contract has performed in all material respects the obligations required to be performed by it under such Company Material Contract. As of the date hereof, none of the Company or any Company Subsidiary knows of, or has received notice of, any material 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, and, neither the Company nor any Assigned Contract. To Company Subsidiary has received notice (either written or, to the Seller’s KnowledgeKnowledge of the Company, each verbal) from the other Person that has or had party to any obligation or liability under Company Material Contract of any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or intention to cancel, terminate, change the scope of rights and obligations under or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned renew such Company Material Contract. (c) The Company has delivered or made available to Parent for review true and complete copies of all of the Company Material Contracts required to be disclosed on Section 3.13(a) of the Company Disclosure Schedule that are not filed as exhibits to the Company SEC Documents, and the Company Material Contracts required to be disclosed on Section 3.13(a) of the Company Disclosure Schedule filed as exhibits to the Company SEC Documents are true and complete copies of such contracts. (d) To the Knowledge of the Company, each Company Agreement that the Company or any Company Subsidiary entered into with its customers complied with applicable Laws in all material respects at the time such agreement was entered into.

Contracts. (a) Section 3.19(a) of the Company Disclosure Schedule 4.6 sets forth a list of all Material Contracts as of the date of this Agreement, and the Company has made available to Parent true and correct copies of all Material Contracts. For purposes of this Agreement, “Material Contract” means all Contracts to which the Seller Company or any Company Subsidiary is a party or otherwise by which the Company, any Company Subsidiary or any of their respective properties or assets is bound that are of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):that: (i) any Contract for the purchase of services, equipment, materials, products, or supplies that (a) involves payments are required to be filed by the Seller Company as a “material contract” pursuant to Item 601(b)(10) of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by Regulation S-K of the Seller of more than $50,000SEC; (ii) with respect to a joint venture, partnership, limited liability company or other similar agreement or arrangement, or relate to the formation, creation, operation, management or control of any Contract relating partnership or joint venture, in each case, that is material to or evidencing Indebtednessthe business of the Company and the Company Subsidiaries, taken as a whole; (iii) relate to indebtedness for borrowed money having an outstanding amount in excess of $2,000,000, other than any Contract with indebtedness between or among any Governmental Authorityof the Company and any Company Subsidiary; (iv) any constitutes a lease, sublease, license agreement, occupancy agreement, land grant contract or other Contract with respect to any Affiliate of Leased Real Property that is material to the SellerCompany and the Company Subsidiaries taken as a whole (“Lease Agreements”); (v) any employmentinvolve the acquisition from another person or disposition to another person, independent contractor directly or consulting 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 (excluding offer letters on or series of related Contracts) in excess of $250,000 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, could reasonably be expected to result in payments by the Seller’s standard forms provided to Company or any Company Subsidiary in excess of $250,000 (in the Buyercase of each of clauses (A) and (B), other than acquisitions or dispositions of inventory, properties and other assets in the ordinary course of business); (vi) prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any Contract with a noncompetitionof its wholly owned Company Subsidiaries, nonsolicitation, “most-favored-nation” pricing prohibits the pledging of the capital stock of the Company or exclusivity agreement any wholly owned Company Subsidiary or other arrangement that would prevent, restrict prohibits the issuance of any guaranty by the Company or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic locationwholly owned Company Subsidiary; (vii) any Contract are license agreements that are material to the business of the Company and the Company Subsidiaries, taken as a whole, pursuant to which the Seller are Company or any of the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real Company Subsidiaries licenses in intellectual property or licenses out intellectual property owned by the Company or the Company Subsidiaries (b) any tangible personal property and, in the case of clause (bother than license agreements for commercially available software on standard terms), that involves an aggregate amount in excess of $20,000;; or (viii) contain provisions that prohibit the Company or any Contract for the sale Company Subsidiary or purchase of any tangible personal property in an amount in excess of $20,000 individuallyperson that controls, or for is under common control with, the sale Company from competing in any material line of business or purchase (including any option to purchase or grant a right of first refusal exclusivity to any person which prevents the Company or right of first negotiation) of a Company Subsidiary from entering any real property; (ix) any Contract territory, market or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into field anywhere in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Businessworld. (b) The Seller Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) each Material Contract is not valid and binding on the Company or a Company Subsidiary and in material breach offull force and effect (except to the extent that any Material Contract expires in accordance with its terms), (ii) the Company and each of the Company Subsidiaries have performed all obligations required to be performed by them to date under each Material Contract, (iii) no event or condition exists which constitutes, or material after notice or lapse of time or both would constitute, a default underon the part of the Company or any Company Subsidiary under any Material Contract, (iv) no other party to such Material Contract is, to the knowledge of the Company, in default in any respect thereunder, and (v) to the knowledge of the Company, the Company has not received, as of the date of this Agreement, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is notice in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received writing from any other Person person that such person intends to terminate any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Material Contract.

Contracts. (a) Schedule 4.6 sets forth all Except for this Agreement, as of the date of this Agreement, no Company Entity is a party to any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (a “Filed Company Contract”) that has not been so filed. (b) Section 4.14(b) of the Company Disclosure Letter lists each of the following types of Contracts to which the Seller Company or any Company Subsidiary is a party or otherwise bound that are as of the following nature date of this Agreement (excludingsuch Contracts, for claritytogether with the Filed Company Contracts, Contracts that have expired or been terminated with no surviving provisionsthe “Material Company Contracts”): (i) any Contract Contract, other than purchase orders in the ordinary course of business, for the purchase of services, equipment, materials, products, or supplies that (a) involves raw materials for which payments by the Seller Company and any Company Subsidiaries of $2,000,000 or more than $50,000 individually on an annual basis or were made during the twelve (b12) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000month period ended August 31, 2017; (ii) any Contract relating to or evidencing IndebtednessContract, other than purchase orders in the ordinary course of business, with the ten largest customers (by revenue) for each of the Company’s segments; (iii) any Contract with any Governmental Authorityall Contracts relating to Indebtedness of $1,000,000 or more, other than (A) accounts receivable and accounts payable in the ordinary course of business and (B) loans to direct or indirect wholly owned Company Subsidiaries; (iv) any Contract with any Affiliate respect to a joint venture, partnership or other similar arrangement of the SellerCompany or any Company Subsidiary that is material for the operation of the Company and its Subsidiaries, taken as a whole, any material Contract that relates to the formation, creation, governance or control of, or the economic rights or obligations of the Company or any of the Company Subsidiaries in, any such joint venture, partnership or other similar arrangement; (v) any employmentlicense, independent contractor consent to use, non-assertion, coexistence or consulting similar Contract concerning Intellectual Property or software used by the Company or any of its Subsidiaries (excluding offer letters on the Seller’s standard forms provided other than Contracts with respect to commercially available software) that are material to the Buyer)business of the Company and any of its Subsidiaries, taken as a whole; (vi) all material Contracts with any “single source” supplier that is the only supplier capable of providing the product or material under such Contract to the businesses of the Company and its Subsidiaries during the twelve (12) months prior to the date of this Agreement; (vii) all material Contracts and material Leases concerning the use, occupancy, management or operation of any Company Real Property leased by the Company, at which the Company operates material production facilities; (viii) except as would not be material to the Company and its Subsidiaries, taken as a whole, any Contract with a noncompetition(A) containing any covenant materially limiting the right of the Company, nonsolicitation, “most-favored-nation” pricing any Company Subsidiary or exclusivity agreement or other arrangement that would prevent, restrict or limit any Affiliate of the Company to engage in any way the Seller or, line of business or to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business compete with any person in any manner line of business or in any geographic locationregion and (B) granting “most favored nation” status or containing “exclusivity” requirements obligations or similar provisions that apply to the Company and its Subsidiaries or any Affiliate of the Company; (viiix) any Contract pursuant to which the Seller are the lessee Company or lessor ofany of its Subsidiaries is bound that includes a continuing indemnification, “earn out” or holds, uses, other deferred or makes available for use to any Person, (a) any real property or (b) any tangible personal property andcontingent payment obligation, in the case of clause (b)each case, that involves an aggregate amount the Company reasonably believes would result in payments in excess of $20,000; (viii) any Contract for the sale 2,000,000 other than ordinary course agreements with customers or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individuallysuppliers; (x) any license agreement providing for Contract between or among the payment Company or receipt any of royalties its Subsidiaries, on the one hand, and any of their respective Affiliates (other than the Company or any of its Subsidiaries), on the other compensation by the Sellerhand, or the license that involves payments of more than $500,000 in any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture Contract granting a right of first refusal or partnership, merger, asset first negotiation to any third party over any material assets of the Company or stock purchase or divestiture Contract;any of its Subsidiaries; and (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any material Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the BusinessGovernmental Authority. (bc) The Seller Except as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, (i) each Material Company Contract is not a valid, binding and legally enforceable obligation of each Company Entity party thereto and, to the Knowledge of the Company, of the other parties thereto, subject in material breach ofall respects to the Bankruptcy and Equity Exceptions, or material default under, any Assigned Contract. To the Seller’s Knowledge, (ii) each other Person that has or had any obligation or liability under any Assigned such Material Company Contract is in full compliance force and effect, (iii) as of the date of this Agreement, none of any Company Entity is (with all applicable terms or without notice or lapse of time, or both) in breach or default under any such Material Company Contract and, to the Knowledge of the Company, no other party to any such Material Company Contract is (with or without notice or lapse of time, or both) in breach or default thereunder and requirements (iv) since August 31, 2016, the Company and its Subsidiaries have not received any written claim or written notice of default, termination or cancellation under any such Assigned Material Company Contract. To the Seller’s KnowledgeThe Company has furnished or made available to Parent complete and correct copies of each Material Company Contract, no event has occurred including any material amendments, waivers or circumstance exists changes thereto that may contravene, conflict with, or result are currently in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contracteffect.

Contracts. (a) Schedule 4.6 As of the date hereof, neither the Company nor any of its Subsidiaries is a party 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 (i) this Agreement and (ii) any Contract that is filed as an exhibit to the Filed Company SEC Documents. (b) Except for Contracts filed in unredacted form as exhibits to the Filed Company SEC Documents, Section 3.10(b) of the Company Disclosure Letter sets forth a correct and complete list as of the date of this Agreement and, except as otherwise noted in Section 3.10(b) of the Company Disclosure Letter, the Company has made available to Parent correct and complete copies (including all material amendments, exhibits, attachments, appendices, annexes, modifications, extensions, renewals, guarantees 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 information), of: (i) all Contracts (other than Contracts otherwise required to be disclosed in this Section 3.10(b)) of the 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 $500,000 on an annual basis; (ii) all Contracts to which the Seller Company or any of its Subsidiaries is a party party, or otherwise bound by which the Company or any of its Subsidiaries is bound, that are contain a covenant restricting the ability of the Company or any of its Subsidiaries (or that, following nature the consummation of the Merger, would restrict the ability of Parent or any of its Subsidiaries, including the Surviving Entity and its Subsidiaries) to compete in any business or with any person or in any geographic area (excludingincluding any Contracts containing exclusivity provisions or provisions prohibiting the solicitation of employees, for claritycustomers, Contracts that have expired Health Care Providers, vendors or been terminated with no surviving provisions): (i) any Contract for the purchase of services, equipment, materials, products, or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000; (ii) any Contract relating to or evidencing Indebtednessother business); (iii) all Contracts of the Company or any Contract of its Subsidiaries with any Governmental AuthorityAffiliate of the Company (other than any of its Subsidiaries); (iv) any (A) Contract with to which the Company or any Affiliate of its Subsidiaries is a party granting any license to Intellectual Property, and (B) other license (other than real estate) having an aggregate value per license, or involving payments by the SellerCompany or any of its Subsidiaries, of more than $500,000 on an annual basis; (v) any employment, independent contractor agreements by the Company not to acquire assets or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer)securities of a third party; (vi) any Contract with a noncompetitionhaving an aggregate value per Contract, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement involving payments by or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent Company or any of its Subsidiaries, of more than $500,000 on an annual basis that such Contract is an Assigned 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 Contract, the Buyer, from carrying on its business in any manner or in any geographic location); (vii) any Contract pursuant all joint venture, partnership or other similar agreements involving co-investment with a third party to which the Seller are the lessee Company or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000its Subsidiaries is a party; (viii) any Contract for with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer or provider of health care) that imposes any material obligation or restriction on the sale Company or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real propertyits Subsidiaries; (ix) all leases, subleases, licenses or other Contracts pursuant to which the Company or any Contract of its Subsidiaries use or commitment for capital expenditures hold any material property involving payments by or to the Company or any of its Subsidiaries of more than [$20,000] individually500,000 on an annual basis; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Sellerall material outsourcing Contracts (including all material claim, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individuallycall center and information technology development outsourcing Contracts); (xi) all Contracts with investment bankers, financial advisors, attorneys, accountants or other advisors retained by the Company or any joint venture of its Subsidiaries involving payments by or partnership, merger, asset to the Company or stock purchase or divestiture Contractany of its Subsidiaries after the date of this Agreement of more than $500,000 on an annual basis; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, all Contracts providing for the indemnification by the Company or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of its Subsidiaries of any other Personperson, except commercial Contracts containing standard indemnification provisions for any such Contract that (A) is not material to the Company or any of its Subsidiaries or (B) was entered into in the ordinary course of business; (xiii) all Contracts pursuant to which any confidentiality, secrecy, indebtedness for borrowed money of the Company or non-disclosure agreement entered into outside 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 for borrowed money of any other 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 $500,000 on an annual basis and excluding trade payables arising in the ordinary course of business); (xivA) all Contracts with hospitals involving payments by or to the Company or any of its Subsidiaries of more than $250,000 on an annual basis; (B) all Contracts with SMA; (C) all exclusive or preferred (within a market) specialty provider Contracts; (D) all Contracts (by total payments by the Company and its Subsidiaries) of more than $500,000 by the Company and its Subsidiaries to Health Care Providers during the period from January 1, 2006 through December 31, 2006 or estimated to be payable in 2007, other than claims or capitation payments paid to Subsidiaries of the Company; and (E) any Contract that results in any Person holding for access to or use of a power third party’s network of attorney that relates to the Sellercontracted Health Care Providers (i.e., the Business, the Purchased Assets or the Assumed Liabilitiesnetwork rental agreements); (xv) (A) the Contracts with the 50 largest customers (by membership), including fully insured revenue and administrative or network rental fee revenue, in 2006 and/or projected for 2007 (excluding Contracts that have been terminated or have expired as of the date of this Agreement and Contracts with any Contract with Governmental Authority); and (B) the 10 largest Contracts for access to or use by a Key Customer third party of the Company’s or Key Vendor; andits Subsidiaries’ network of contracted Health Care Providers (i.e., leased network agreements) (by revenue in 2006 and/or projected for 2007), to the extent not included in clause (A) above; (xvi) any other Contract, whether Contract involving payments by or not made to the Company or any of its Subsidiaries of more than $500,000 on an annual basis that provides a fee and/or rate guarantee to a customer extending more than one year from the date hereof (including any rate letters that are in effect or will or may go into effect in the ordinary course of business future); (xvii) any material Contract with respect to any risk sharing or risk transfer arrangement or that is provides for a retroactive premium or similar adjustment or withholding arrangement (including any Contract with a customer where premiums or fees are placed at risk); (xviii) any material Contract for reinsurance or stop-loss coverage obtained or sold by the Company (other than in connection with the Company’s workers compensation business); (xix) any Contract with a federal Governmental Authority (including (A) customer Contracts with any Governmental Authority involving payments by or to the businessCompany or any of its Subsidiaries, assetsof more than $250,000 on an annual basis, liabilities(B) Contracts with the Centers for Medicare and Medicaid Services or any successor thereto, condition (financial C) Contracts with the Office of Personnel Management, and (D) Contracts with any state Medicaid agency); (xx) the Contracts with the ten largest external sales agents, brokers or otherwiseproducers by compensation paid in 2006 and any Contract pursuant to which the Company pays such ten largest external sales agents, brokers or producers any bonuses, overrides or other similar contingent compensation; and (xxi) any retail pharmacy, mail pharmacy and specialty pharmacy Contracts pursuant to which the Company or results any of operations its Subsidiaries receive rebates of the Businessmore than $500,000 on an annual basis. (bc) The Seller is not in material breach ofExcept as set forth on Section 3.10(c) of the Company Disclosure Letter, (i) none of the Company or any of its Subsidiaries (x) is, or material has received written notice or has Knowledge that any other party to any of its Contracts is, in violation or breach of or default (with or without notice or lapse of time or both) under, or (y) has waived or failed to enforce any rights or benefits under, any Assigned Contract. To Contract to which it is a party or any of its properties or other assets is subject, and (ii) to the Seller’s KnowledgeKnowledge of the Company, each other Person that there has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, occurred no event has occurred giving to others any right of termination, amendment or circumstance exists that may contravene, conflict withcancellation of (with or without notice or lapse of time or both), or result in a violation or breach of, or give increasing the Seller’s Companies’ or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default of its Subsidiaries’ liabilities under, any Assigned Contractsuch 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 not reasonably be expected to have a Material Adverse Effect. None of the Company or any of its Subsidiaries has received written notice from any party to any of the customer Contracts (including customer Contracts with any Governmental Authority) or Health Care Provider Contracts required to be disclosed in Section 3.10(a) that such party intends to terminate or fail to renew any such Contract with the Company or any of its Subsidiaries.

Contracts. (a) Schedule 4.6 sets Set forth on SCHEDULE 3.20 hereto is a list of all Contracts Customer Contracts, and all other material contracts, agreements, commitments and other instruments, oral or written, relating to the Purchased Assets, the Assumed Liabilities or the Medical Business or by which Seller or any of its properties, rights or assets relating to the Medical Business are bound or materially affected, other than Leases (collectively, the "CONTRACTS"). Except as set forth on such SCHEDULE 3.20, Seller is not a party to any oral or otherwise bound that are of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions): written (i) any Contract contract for the employment of any officer, employee, consultant or independent contractor to be employed by Purchaser following the Closing Date or providing for severance payments to any such officer, employee, consultant or independent contractor; (ii) license agreement or distributor, dealer, manufacturer's representative, sales agency, advertising, property management or brokerage contract relating to the Medical Business; (iii) contract for the future purchase or sale of services, equipmentmedical products, materials, productssupplies, services, merchandise or supplies that (a) involves equipment relating to the Medical Business involving payments by the Seller of more than $50,000 individually on an annual basis or 5,000 over its remaining term (b) which has not been fully performed and which expressly requires payment including periods covered by the Seller of more than $50,000; (ii) any Contract relating option to or evidencing Indebtedness; (iii) any Contract with any Governmental Authority; renew by either party); (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract contract for the purchase or sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets other than Inventory sold or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made to be sold in the ordinary course of business that is material to and consistent with past practice; (v) agreement or arrangement for the business, assets, liabilities, condition (financial or otherwise) or results sale of operations any of the BusinessPurchased Assets or the grant of any preferential rights to purchase any of the Purchased Assets other than Inventory sold in the ordinary course of business and consistent with past practice; (vi) contract or other arrangement which contains any provisions requiring Seller to indemnify any other party thereto; or (vii) mortgage, indenture, note, guarantee or obligation for or relating to borrowed money and secured by any of the Purchased Assets other than the Deed of Trust. (b) The Seller is not Except as set forth on SCHEDULE 3.20 hereto, all of the Contracts have been entered into in material breach ofthe ordinary and usual course. Except as set forth on SCHEDULE 3.20 hereto, or material default underall of the Contracts that are to be assigned to Purchaser hereunder are evidenced in writing, any Assigned Contract. To are duly and validly executed by Seller, and have been executed by the Seller’s Knowledgeother parties thereto, each other Person that has or had any obligation or liability under any Assigned Contract is and are in full compliance force and effect as written in accordance with all applicable terms and requirements their terms. Except as set forth on such SCHEDULE 3.20, to the best knowledge of such Assigned Contract. To the Seller’s Knowledge, Seller no event has occurred which, with or circumstance exists without notice or the passage of time or both, constitutes or would constitute a material breach or default by Seller under any Contract that may contraveneis to be assigned to Purchaser hereunder, conflict withand no event has occurred, to the best knowledge of Seller and the Partners, which (with or result in without notice or the passage of time or both) constitutes or would constitute a violation material breach or breach of, or give the Seller’s or default under any such Contract by any other Personparty. Except as set forth on SCHEDULE 3.20 hereto, the right there have been no threatened cancellations by any third party of any material Contract to declare a default or exercise any remedy under, or be assigned to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned ContractPurchaser hereunder.

Contracts. (a) Disclosure Schedule 4.6 Section 3.05(a) sets forth all of the following Contracts (other than Contracts which are Excluded Assets) to which the Seller is a party or otherwise bound that are related to the Business as of the following nature date hereof or to which Parent or one of its Subsidiaries (excluding, for clarity, Contracts other than Operating Company) is a party that have expired or been terminated is used primarily with no surviving provisionsrespect to the Stations as of the date hereof (each a “Material Assumed Contract”): (i) any Contract for the purchase sale of services, equipment, materials, products, broadcast time for advertising or supplies other purposes for cash that (a) involves payments by was not made in the Seller ordinary course of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000business consistent with past practices; (ii) any Contract relating to or evidencing IndebtednessProgram Rights; (iii) any Contract with any Governmental Authorityinvolving the purchase or sale of Real Property that has not closed as of the date hereof; (iv) any Contract with entered into after January 1, 2009 relating to the acquisition or disposition of any Affiliate material portion of the SellerBusiness (whether by merger, sale of stock, sale of assets or otherwise); (v) any employmentContract involving construction, independent contractor architecture, engineering or consulting Contract (excluding offer letters on the Seller’s standard forms provided other agreements relating to the Buyer)uncompleted construction projects, in each case that involve payments in excess of $100,000; (vi) any Contract with a noncompetitionmortgage, nonsolicitationpledge or security agreement, “most-favored-nation” pricing or exclusivity agreement deed of trust or other arrangement instrument granting a Lien (other than Permitted Liens) upon any Purchased Asset, other than those that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic locationwill be paid off at Closing; (vii) any Contract pursuant to which the Seller are the lessee involving a partnership, joint venture or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000similar agreement with another party; (viii) any Contract for the sale involving compensation to any employee, independent contractor, or purchase of any tangible personal property in an amount consultant in excess of $20,000 individually50,000 per year (provided, or however, that for purposes of this Section 3.05(a)(viii), the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real propertyterm Contract shall not include at-will Contracts); (ix) any Contract involving any labor agreement or commitment for capital expenditures collective bargaining agreement of more than [$20,000] individuallySeller; (x) any license agreement providing Contract that contains a covenant restricting the ability of Seller to compete in any business or with any Person or in any geographic area in which the Stations operate (provided, however, that for purposes of this Section 3.05(a)(x), the payment or receipt of royalties or other compensation by the Sellerterm Contract shall, or the license of any material Intellectual with respect to Real Property, only mean Real Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individuallyLeases); (xi) any joint venture Contract with any Subsidiary of Parent (other than among Seller and other than employment or partnership, merger, asset or stock purchase or divestiture Contractcompensation-related Contracts); (xii) any Contract to provide that is a guarantylocal marketing agreement, indemnification, reimbursement, contribution, assumption joint sales agreement or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of businessagreement; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the Contract with a Governmental Authority (other than ordinary course of businessContracts with Governmental Authorities as a customer) which imposes any material obligation or restriction on Seller; (xiv) any Contract that results pursuant to which any Indebtedness for borrowed money of Seller is outstanding or may be incurred or pursuant to which Seller has guaranteed any Indebtedness for borrowed money of any other Person (other than a member of Seller and excluding trade payables arising in any Person holding a power the ordinary course of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilitiesbusiness); (xv) any Contract with a Key Customer or Key Vendorrelating to the non-broadcast use of the Station’s digital bit stream; and (xvi) all other Contracts (including all programming contracts) that involve the cash payment or potential cash payment, pursuant to the terms of any other such Contract, whether by or to Seller of more than $100,000 per year that cannot made be terminated within one hundred and eighty (180) days after giving notice of termination without resulting in the ordinary course of business that is any material cost or penalty to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the BusinessSeller. (b) The No Seller and, to the Knowledge of Seller, no other party, is not in material breach of, or material default under, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Material Assumed Contract. (c) Each Material Assumed Contract is in full compliance with all force and effect and constitutes a legal, valid and binding obligation of Seller and, to the Knowledge of Seller, of each other party thereto (except to the extent that the enforceability thereof may be limited by applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledgebankruptcy, no event has occurred or circumstance exists that may contraveneinsolvency, conflict withreorganization, or result in a violation or breach ofmoratorium, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice fraudulent conveyance or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned ContractLaws from time to time in effect relating to creditors’ rights and remedies generally and general principles of equity).

Contracts. (a) Section 4.11(a) of the Company Disclosure Schedule 4.6 sets forth all Contracts to which as of the Seller is date hereof a party or otherwise bound that are complete and accurate list of each of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions): contracts: (i) any Contract for agreement relating to the purchase incurring of services, equipment, materials, products, or supplies that (a) involves payments Indebtedness by the Seller Company or any of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000; (ii) any Contract relating to or evidencing Indebtedness; (iii) any Contract with any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property Subsidiaries in an amount in excess of $20,000 individually250,000 in the aggregate, including any such agreement which contains provisions that restrict, or for may restrict, the sale conduct of business of the issuer thereof (collectively, “Instruments of Indebtedness”); (ii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (iii) any agreement or purchase obligation (including A) that is a non-competition or exclusive dealing agreement or that otherwise purports to materially limit or restrict the ability of the Company or any option of its Affiliates (including, after the Closing, the Parent and its Affiliates) to purchase solicit customers or to conduct their business as currently conducted in any markets or territories or (B) that grants or purports to grant any right of first refusal or right of first negotiationoffer or similar right with respect to, or that limits or purports to limit the ability of the Company or any of its Affiliates (including, after the Closing, the Parent and its Affiliates) of to own, operate, source, manufacture, sell, transfer, pledge or otherwise dispose of, any real property; material assets or business; (ixiv) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Sellerindemnification, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; 250,000, by the Company or a Subsidiary of the Company of any person other than standard form indemnity provisions in agreements with customers of the Company or any of its Subsidiaries entered into in the Ordinary Course of Business; (xiv) any joint venture or partnershippartnership agreement; (vi) any contract or agreement providing for any payments that are conditioned, mergerin whole or in part, asset on a change of control of the Company or stock purchase any of its Subsidiaries; (vii) any collective bargaining agreement; (viii) any employment or divestiture consulting agreement providing for annual compensation in excess of $150,000 or any severance, retention or change in control agreement or arrangement; (ix) any Government Contract; ; (x) any contract or agreement material to the Company and its Subsidiaries, taken as a whole, providing for the outsourcing, contract manufacturing, testing, assembly or fabrication (as applicable) of any products, technology or services of the Company or any of its Subsidiaries; (xi) any contract relating to the supply of any item used by the Company or a Subsidiary that is a sole source of supply of any raw material, component or service with a supplier (A) to which the Company and its Subsidiaries paid, in the aggregate, at least $50,000 during the year ended December 31, 2013 or (B) the loss of which would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole (such sole source suppliers described in the foregoing clauses (A) and (B), “Material Sole Source Suppliers”); (xii) any Contract contract or other agreement with respect to provide a guaranty, indemnification, reimbursement, contribution, assumption the acquisition or endorsement of, divestiture of all or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness portion of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of a business; ; (xiii) any confidentiality, secrecy, contract or non-disclosure other agreement entered into outside that requires (A) engineering or development work by the ordinary course Company or any of business; its Subsidiaries after the date of this Agreement or (B) ongoing support or other service obligations by the Company or any of its Subsidiaries after the date of this Agreement (which contract and obligations cannot be terminated on notice of ninety (90) days or less without penalty); (xiv) the top twenty (20) contracts (as measured by aggregate dollar amount (x) paid or received by the Company or any Contract that results in of its Subsidiaries under any Person holding a power such contract during the year ended December 31, 2013 and (y) projected to be paid or received by the Company or any of attorney that relates its Subsidiaries under any such contract during the year ending December 31, 2014, to the Sellerextent that such future amount can be reasonably estimated) in each of the following categories: (A) end-user or customer contracts, the Business(B) value added reseller contracts, the Purchased Assets (C) distributor contracts, (D) supplier contracts, (E) OEM (original equipment manufacturer) contracts, and (F) development contracts; or the Assumed Liabilities; (xv) any Contract with a Key Customer other contract or Key Vendor; and (xvi) any other Contract, whether or agreement not made in the ordinary course Ordinary Course of business Business that (A) is material to the business, assets, liabilities, condition Company and its Subsidiaries taken as a whole or (financial B) would reasonably be expected to materially delay or otherwise) or results prevent the consummation of operations any of the BusinessTransactions (the agreements, contracts and obligations described in clauses (i) through (xv), together with the Real Property Leases and those agreements, contracts and obligations described in Sections 4.10(g) and 4.10(h), being referred to herein as “Company Material Contracts”). None of the Company Material Contracts contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party. Complete and accurate copies of each Company Material Contract have been made available to the Parent. (b) The Seller Each Company Material Contract is not in material breach ofvalid and binding on the Company (or, or material default underto the extent a Subsidiary of the Company is a party, such Subsidiary) and, to the knowledge of the Company, any Assigned Contract. To the Seller’s Knowledgeother party thereto, and each other Person that has or had any obligation or liability under any Assigned Company Material Contract is in full compliance force and effect, subject, in all cases, to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles. Neither the Company nor any of its Subsidiaries is in breach or default under any Company Material Contract or is aware of any condition that with all applicable terms the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults, individually or in the aggregate, are not and requirements would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any Subsidiary of the Company knows of, or has received written notice of, any breach or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such Assigned Contracta breach or default under) any Company Material Contract by any other party thereto except where any such violations or defaults, individually or in the aggregate, are not and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. To Section 4.11(b) of the Seller’s Knowledge, no event has occurred Company Disclosure Schedule contains a complete and accurate list of each Company Material Contract under which the execution or circumstance exists that may contravene, delivery of this Agreement or the consummation of the transactions contemplated hereby does or would conflict with, or result in a any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a notice, consent or waiver under, constitute a change in control under, require the Sellerpayment of a penalty under or result in the imposition of any Liens on the Company’s or any other Person, of its Subsidiary’s assets. (c) There are no provisions in any Instrument of Indebtedness that provide any restrictions on the right to declare a default or exercise any remedy underrepayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to accelerate expiration. “Indebtedness” means, with respect to any person, all obligations (including all obligations in respect of principal, accrued interest, penalties, prepayment penalties, fees and premiums) of such person (i) for borrowed money (including overdraft facilities), (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the maturity deferred purchase price of property, goods or performance ofservices (other than trade payables or accruals incurred in the Ordinary Course of Business), (iv) under capital leases (in accordance with GAAP), (v) in respect of letters of credit and bankers’ acceptances, (vi) under interest rate or currency swap or other derivative or hedging instruments and transactions (valued at the termination value thereof), (vii) secured by any Lien on property or assets owned by such person, whether or not the obligations secured thereby have been assumed, (viii) all obligations of such person under any sale and lease back transaction, agreement to cancel, terminate, repurchase securities sold or modify, any Assigned Contract. Within other similar financing transaction and (ix) in the two nature of guarantees of the obligations described in clauses (2i) year period immediately preceding the Closing Date, the Seller has not given to or received from through (viii) above of any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contractperson.

Contracts. (a) Set forth on Section 4.12 of the Evant Disclosure Schedule 4.6 sets forth all is a list of the following Contracts to which the Seller Evant is a party or otherwise bound that are by which or to which any of the following nature assets of Evant are bound or subject, in effect on the date hereof (excludingcollectively, for claritythe "Material Contracts"), Contracts that true and complete copies of which have expired been provided or been terminated with no surviving provisions):made available to Buyer or its counsel: (ia) any Contract distributor, sales, marketing, vendor, advertising, financial advisory, broker-dealer, agency or manufacturer's representative Contracts involving more than $20,000; (b) continuing Contracts for the purchase or provision of services, equipment, materials, productssupplies, equipment or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000; (ii) any Contract relating to or evidencing Indebtedness; (iii) any Contract with any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, services involving in the case of clause any such Contract more than $20,000 over the life of the Contract; (b)c) Contracts that expire, or may be renewed at the option of any Person other than Evant so as to expire, more than one year after the date of this Agreement and involving more than $20,000 in the aggregate; (d) trust indentures, mortgages, promissory notes, loan agreements or other Contracts for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP; (e) Contracts for capital expenditures in excess of $50,000 in the aggregate; (f) Contracts currently in effect that involves an aggregate amount were entered into in the ordinary course of business and that involve the payment or receipt of consideration in excess of $20,000; (viiig) Contracts for the sale, lease or sublease of real property; (h) Contracts for the sale of any Contract material assets or properties of Evant or for the grant to any Person of any preferential rights to purchase any material assets or properties of Evant, other than in the ordinary course of business; (i) Contracts establishing joint ventures or partnerships; (j) Contracts containing any material obligations or liabilities of any kind to holders of ownership interests of Evant except for contracts for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real propertysuch ownership interests which have been fully performed; (ixk) Contracts relating to the acquisition by Evant of any Contract operating business or commitment for any capital expenditures stock of more than [$20,000] individuallyany other Person; (xl) any license agreement providing for Contracts requiring the payment or receipt of royalties or other compensation by the Seller, or the license to any Person of any material Intellectual Property Assets which will extend over a period of at least one year, override or involve consideration in excess of $20,000 individuallysimilar commission or fee; (xim) Contracts with any joint venture current or partnershipformer officer or director, mergerincluding any employment or deferred compensation Contract and any compensation, asset bonus, incentive plan, severance or stock purchase or divestiture change-in-control Contract; (xiin) any Contract to provide a guarantyagreements of guarantee, support, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities liabilities (whether accrued, absolute, contingent or Indebtedness otherwise) or indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into Person that involve the potential payment by Evant of amounts in excess of $25,000 in the ordinary course of businessaggregate; (xiiio) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract Contracts that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or were not made in the ordinary course of business and that is are material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business.Evant taken as a whole; and (bp) The Seller is not in material breach ofEach amendment, or material default under, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms supplement and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication modification (whether oral or written) regarding in respect of any actual, alleged, possible, of the foregoing Contracts. Evant is not in violation of or potential in default under (nor has there occurred any event that with the giving of notice or the expiration of any cure period would result in such a violation or breach of, of or default under) any Material Contract, any Assigned Contractexcept for such violations or defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Material Contract is in full force and effect and is a legal, valid and binding obligation of Evant and, to the knowledge of Evant, each of the other parties thereto, enforceable in accordance with its terms, in each case, subject to applicable laws of bankruptcy, insolvency or similar laws relating to creditors' rights generally and to general principles of equity (whether applied in a proceeding in law or equity).

Contracts. (a) Schedule 4.6 sets Except for this Agreement, except for the Contracts filed as exhibits to the SEC Reports and except as set forth all on Section 3.19(a) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries is a party to or bound by any Contract (whether written or oral) (i) that is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) that is a Contract pursuant to which (x) the Company or any of its subsidiaries is licensed to use, or granted any other rights in, any Intellectual Property (other than non-exclusive, off-the-shelf software licenses or licenses covering other software licensed pursuant to a software “shrink wrap,” “click wrap,” or “click-through” license) or (y) a person, other than a distributor of the Company’s products, is licensed to use, or granted any other rights in, any Intellectual Property owned by the Company or any of its subsidiaries, in each case of clauses (x) and (y), where such agreement or Intellectual Property has a value of, or results in aggregate payments in excess of, $5 million, (iii) that provides for borrowings in excess of $5 million or that relates to a swap or hedging transaction or other derivative agreement for a net amount in excess of $5 million, (iv) that contains provisions that prohibit the Company or any of its subsidiaries (or, following the Closing, would purport to prohibit Parent or any of its affiliates) from competing in any material respect either (x) in any line of business or geographic area or (y) with respect to products, services or channels of distribution, (v) that prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of its subsidiaries, prohibits the pledging of the capital stock of the Company or any subsidiary of the Company or prohibits the issuance of guarantees by the Company or any subsidiary of the Company, (vi) that involved expenditures by the Company or any of its subsidiaries in excess of $5 million in fiscal year 2010, that involved payments to the Company or any of its subsidiaries in fiscal year 2010 in excess of (A) $5 million with respect to Contracts with managed care organizations or (B) $15 million with respect to Contracts with other persons, or that is a material Contract with a supplier of the Company or any subsidiary that is covering a sole source of supply of a material product to any of the Company’s three business segments, (vii) that obligates the Company to make any capital commitment or capital expenditure, other than acquisitions of inventory, in excess of $5 million, (viii) that is a Contract providing the Company or its subsidiaries rights as to the operation, management or control of a partnership, joint venture or similar arrangement, unless immaterial to the Company and its subsidiaries, taken as a whole, and, if applicable, the relevant business segment of the Company, (ix) that relates to any acquisition of a business by the Company or any of its subsidiaries pursuant to which the Seller Company or any of its subsidiaries has any material continuing “earn out” or other contingent or fixed payment obligations or (x) that is a party settlement or otherwise bound that are of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions): (i) any Contract for the purchase of services, equipment, materials, products, or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000; (ii) any Contract relating to or evidencing Indebtedness; (iii) any similar Contract with any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor Entity or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with that is a noncompetition, nonsolicitation, “most-favored-nation” pricing settlement or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any similar Contract pursuant to which the Seller are Company or any of its subsidiaries is obligated to pay consideration after the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case date of clause (b), that involves an aggregate amount this Agreement in excess of $20,000; (viii) any 1 million. Each Contract for of the sale or purchase of any tangible personal property type described in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contractthis Section 3.19(a), whether or not set forth in Section 3.19(a) of the Company Disclosure Schedule, is referred to herein as a “Material Contract”. The Company has made in available to Parent, as of the ordinary course date of business that is material this Agreement, true and correct copies of all Material Contracts and/or such Material Contracts have been filed with the SEC since December 31, 2008 and prior to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Businessdate hereof and are publicly available. (b) The Seller Except as set forth on Section 3.19(b) of the Company Disclosure Schedule and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Material Contract and each Contract that is not a lease of material Leased Real Property is valid and binding on the Company or one of its subsidiaries and in full force and effect (except to the extent that any Material Contract or Contract that is a lease of material breach ofLeased Real Property expires in accordance with its terms), (ii) the Company and each of its subsidiaries has performed all obligations required to be performed by it under each Material Contract and Contract that is a lease of material Leased Real Property, (iii) no event or condition exists which constitutes, or material after notice or lapse of time or both would constitute, a default under, on the part of the Company or any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability of its subsidiaries under any Assigned Material Contract or Contract that is a lease of material Leased Real Property and (iv) no other party to such Material Contract or Contract that is a lease of material Leased Real Property is, to the knowledge of the Company, in full compliance with all applicable terms and requirements default in any respect thereunder. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither the Company nor any of such Assigned Contract. To the Seller’s Knowledge, no event its subsidiaries has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received written notice from any other Person any notice party to a Material Contract or Contract that is a lease of material Leased Real Property that such other communication (whether oral or written) regarding any actualparty intends to terminate, alleged, possiblenot renew, or potential violation or breach renegotiate in any material respects the terms of, any such Material Contract or default under, any Assigned ContractContract that is a lease of material Leased Real Property.

Contracts. (a) Schedule 4.6 3.12 sets forth a complete and correct list of all Contracts ------------- material agreements, contracts and commitments (whether written or oral) to which the Seller Company is a party or otherwise by which the Company or any of its Assets are bound that are (collectively, the "Contracts"), including, without limitation, the --------- following types of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions): contracts and agreements: (i) employment, severance, termination, consulting and retirement agreements; (ii) license agreements or distributor, dealer, manufacturer's representative, sales agency and advertising agreements; (iii) agreements with any Contract labor organization or other collective bargaining unit; (iv) agreements for the future purchase of materials, supplies, services, equipment, materials, products, merchandise or supplies that (a) involves equipment involving payments by the Seller of more than One Thousand Dollars ($50,000 1,000) individually on an annual basis (or Five Thousand Dollars (b$5,000) which has not been fully performed and which expressly requires payment in the aggregate for all such agreements) over its remaining term (including, without limitation, periods covered by the Seller of more than $50,000; (ii) any Contract relating option to or evidencing Indebtedness; (iii) any Contract with any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; renew by either party); (v) agreements for the purchase, sale or lease of any employment, independent contractor real estate or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); other Assets; (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract agreements for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more Assets other than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business or the grant of any preferential rights to purchase Assets; (vii) agreements which contain provisions requiring the Company to indemnify any person; (viii) joint venture agreements or other agreements involving the sharing of profits; (ix) outstanding loans to any persons or entities or receivables due from any stockholders or any affiliates of the Company; (x) agreements (including, without limitation, agreements not to compete and exclusivity agreements) that is material reasonably could be interpreted to the business, assets, liabilities, condition (financial or otherwise) or results of impose any restriction on any business operations of the BusinessCompany; (xi) customer and client contracts; and (xii) any other agreement which by its terms does not terminate or is not terminable by the Company within thirty (30) days or upon thirty (30) days' (or less) notice. Schedule 3.12 includes a brief description of all oral ------------- Contracts of the types described in clauses (i) through (xii) above. (b) Except as set forth on Schedule 3.12(b), all the Contracts are ---------------- valid and in full force and effect and constitute legal, valid and binding obligations of, and are legally enforceable against, the Company and, to the Knowledge of the Company, the other party or respective parties thereto. With respect to each such Contract, (i) all necessary governmental approvals with respect thereto required to be obtained by the Company have been obtained, (ii) all necessary filings or registrations therefor required to be made by the Company have been made, and (iii) there have been no cancellations thereof threatened in writing and, to the Knowledge of Company, no outstanding disputes thereunder. The Seller Company has performed in all material respects the obligations thereunder required to be performed by the Company to date. The Company is not and, to the Knowledge of the Company, no other party is, in material breach of, or material default under, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance of the Contracts, and there has not occurred any event which (whether with all applicable terms and requirements or without notice, lapse of such Assigned Contract. To time or the Seller’s Knowledge, no event has occurred happening or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or occurrence of any other Person, event) would constitute such a default. True and complete copies of all Contracts have been made available to Acquiror. The consummation of the right to declare transactions contemplated herein will not constitute a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, or give rise to the ability of any Assigned party to terminate any Contract.

Contracts. (aWith respect to Seller's business, Exhibit 1.1(a)(iv) Schedule 4.6 sets forth all Contracts lists the following contracts, agreements, and other written arrangements to which the Seller is a party or otherwise bound that are of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):party: (i) any Contract written arrangement (or group of related written arrangements) for the purchase lease of services, equipment, materials, products, personal property from or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000to third parties providing for lease payments; (ii) any Contract relating to written arrangement (or evidencing Indebtednessgroup of related written arrangements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property or for the furnishing or receipt of services; (iii) any Contract with any Governmental Authoritywritten arrangement concerning a partnership or joint venture; (iv) any Contract with written arrangement (or group of related written arrangements) under which it has created, incurred, assumed, or guaranteed (or may create, incur, assume, or guarantee) indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) a security interest on any Affiliate of the Sellerits assets, tangible or intangible; (v) any employment, independent contractor written arrangement concerning confidentiality or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer)competition; (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other written arrangement that would prevent, restrict or limit in involving any way of the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on Seller's stockholders and its business in any manner or in any geographic locationaffiliates; (vii) any Contract pursuant to which written arrangement with any of its directors, officers, and employees in the Seller are the lessee or lessor ofnature of a collective bargaining agreement, employment agreement, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000severance agreement; (viii) to the Seller's knowledge, any Contract for written arrangement under which the sale consequences of a default or purchase termination could have an adverse effect on the assets, liabilities, business, financial condition, operations, results of any tangible personal property in an amount in excess of $20,000 individuallyoperations, or for the sale or purchase (including any option to purchase or right future prospects of first refusal or right of first negotiation) of any real propertySeller's business; (ix) any Contract agreement or commitment for capital expenditures of more than [$20,000] individually;contract carried-over from the corporation that Seller bought in the Chapter 7 bankruptcy; or (x) any license agreement providing for the payment other written arrangement (or receipt group of royalties related written arrangements) either involving more than $5,000 or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions not entered into in the ordinary course of business; . The Seller has delivered to the Purchaser a correct and complete copy of each written arrangement listed in Exhibit 1.1(a)(iv). With respect to each Contract: (xiiii) any confidentialitythe written arrangement is legal, secrecyvalid, binding, enforceable, and in full force and effect; (ii) the written arrangement will continue to be legal, valid, binding, and enforceable and in full force and effect on identical terms following the Closing; (iii) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or non-disclosure agreement entered into outside acceleration, under the ordinary course of business; written arrangement; and (xiviv) no party has repudiated any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations provision of the Business. (b) written arrangement. The Seller is not in material breach ofa party to any verbal contract, agreement, or material default underother arrangement, any Assigned Contractwhich, if reduced to written form, would be required to be listed in Exhibit 1.1(a)(iv) under terms of this Section 2.2(d). To The contracts and arrangements on Exhibit 1.1(a)(iv) constitute all of the agreements, contracts, arrangements and rights necessary to conduct the Seller’s Knowledge, each other Person that has 's business as it is presently conducted and presently proposed to be conducted. No filled customer order or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements commitment of such Assigned Contract. To the Seller’s Knowledge's business obligating the Seller to process, no event has occurred or circumstance exists that may contravene, conflict withmanufacture, or deliver products or perform services will result in a violation loss to the Seller upon completion of performance. No purchase order or breach ofcommitment of the Seller with respect to Seller's business is in excess of normal requirements, nor are prices provided therein in excess of current market prices for the products or give the Seller’s or any other Person, the right services to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contractbe provided thereunder. Within the two (2) year period immediately preceding the Closing Date, No supplier of the Seller has not given indicated within the past year that, with respect to or received from any other Person any notice or other communication (whether oral or written) regarding any actualSeller's business, alleged, possibleit will stop, or potential violation or breach decrease the rate of, supplying materials, products, or default underservices to them and no customer of the Seller has indicated within the past year that it will stop, any Assigned Contractor decrease the rate of, buying materials, products, or services from it.

Contracts. (a) Schedule 4.6 sets forth all Other than those Contracts to which the Seller Parent or a Subsidiary of Parent is a party party, or otherwise bound that are as contemplated by this Agreement, Section 3.9 of the following nature Company Disclosure Letter sets forth (excludingwith specific reference to the Subsection to which it relates), for clarityas of the date hereof, Contracts that have expired or been terminated with no surviving provisionsa true and complete list of, and the Company has made available to Parent true and complete copies of (collectively, the “Section 3.9 Contracts”): (i) all Material Contracts with vendors, suppliers, licensors, licensees, distributors, resellers, service providers, developers, and consultants to which the Company or any Contract for the purchase of servicesits Subsidiaries is a party, equipmentincluding without limitation Material Contracts that relate to (A) marketing, materialsadvertising, productsand sponsorship, (B) outsourcing, (C) web-hosting, (D) equipment leases and other leases not otherwise disclosed, (E) network communication, (F) software and hardware maintenance and support, (G) disaster recovery, (H) credit card processing, (I) telecommunications, (J) creative design and (K) co-branding, linking or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000;framing. (ii) any Contract relating to all Material Contracts with suppliers, distributors or evidencing Indebtedness;service providers for revenue sharing, “bounties,” the rebating of charges or other similar arrangements. (iii) (A) all Material Contracts pursuant to which any Contract indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred, (collectively, “debt obligations”), (B) all Material Contracts of or by the Company or any of its Subsidiaries guaranteeing any debt obligations of any other person (other than the Company or any of its Subsidiaries), including the respective aggregate principal amounts outstanding as of the date hereof, and (C) all Material Contracts involving any “keep well” arrangements or pursuant to which the Company or any of its Subsidiaries has agreed to maintain any financial statement condition of another person, other than the Company with respect to its Subsidiaries, or any Governmental Authoritysuch Subsidiary with respect to its Subsidiary; (iv) (A) all Contracts pursuant to which the Company or any Contract of its Subsidiaries has agreed not to, or which, following the consummation of the Merger, could restrict the ability of Parent or any of its Subsidiaries, including the Company and its Subsidiaries, to compete with any Affiliate person in any business or in any geographic area or to engage in any business or other activity, including any restrictions relating to “exclusivity” or any similar requirement in favor of any person other than the Company or any of its Subsidiaries or pursuant to which any benefit is required to be given or lost as a result of so competing or engaging, and (B) all Material Contracts pursuant to which the Company or any of its Subsidiaries has agreed not to, or which, following the consummation of the SellerMerger, could restrict the ability of Parent or any of its Subsidiaries, including the Company and its Subsidiaries, to solicit or to hire any person for positions in which annual compensation would be expected to exceed $150,000 to work for the Company or any of its Subsidiaries (either as an employee or as an independent contractor or other agent) or pursuant to which any benefit is required to be given or lost as a result of so soliciting or hiring; (v) all Contracts of the Company or any employment, independent contractor of its Subsidiaries granting the other party to such Contract or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer)a third party “most favored nation” or similar status; (vi) any Contract with a noncompetitionall joint venture, nonsolicitationlimited liability company, “most-favored-nation” pricing or exclusivity agreement partnership or other arrangement that would prevent, restrict similar Contracts (including all amendments thereto) in which the Company or limit in any way the Seller or, to the extent that such Contract is of its Subsidiaries holds an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic locationinterest; (vii) any Contract pursuant all standstill or similar Contracts to which the Seller are Company or any of its Subsidiaries is a party that impose restrictions on the lessee activities of the Company or lessor ofany of its Subsidiaries or that, following the Effective Time, would impose restrictions on the activities of Parent or holdsany of its Subsidiaries, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in including the case of clause (b), that involves an aggregate amount in excess of $20,000Surviving Corporation; (viii) any Contract for all Contracts and agreements relating to voting rights or obligations of a stockholder of the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real propertyCompany; (ix) all Contracts regarding the acquisition, issuance or transfer of any securities and each Contract affecting or commitment for capital expenditures dealing with any securities of more than [$20,000] individually;the Company, including, without limitation, any restricted stock agreements or escrow agreements; and (x) any license agreement providing for each other Contract of the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, Company or any substantially similar commitment with respect to, the obligations, Liabilities of its Subsidiaries involving aggregate annual payments by or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the SellerCompany or any of its Subsidiaries, the Business, the Purchased Assets or the Assumed Liabilities; of more than $250,000 (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or and not made in the ordinary course of business that is material otherwise disclosed pursuant to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Businessthis Section 3.9). (b) The Seller is not in material breach of, or material default under, Neither the Company nor any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract of its Subsidiaries is in full compliance with all applicable terms and requirements violation or breach of or in default under (nor, to the Knowledge of the Company, does there exist any condition which upon the passage of time or the giving of notice or both would cause such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, of or default under) any Contract to which it is a party or is bound or by which it or any of its properties or other assets is bound by or subject to or otherwise under which the Company or any of its Subsidiaries has any rights or benefits, except for violations or defaults of any Assigned ContractContract between the Company and Parent or that individually or in the aggregate have not had and could not reasonably be expected to have a Company Material Adverse Effect. (c) As of the date hereof, no Person that is or was a party to a Section 3.9 Contract (other than the Company or Parent or their respective Subsidiaries) at any time during the period from March 31, 2005 through the date hereof has terminated (including delivering a notice to the Company having such effect) any Section 3.9 Contract or any of its existing relationships with the Company or any of its Subsidiaries or failed to renew or requested any amendment to any Section 3.9 Contract that individually or in the aggregate have had or could reasonably be expected to have a Company Material Adverse Effect.

Contracts. of the Disclosure Schedule lists the following agreements (awritten or oral) Schedule 4.6 sets forth all Contracts to which the either Seller is a party or otherwise bound that are as of the following nature date of this Agreement: any agreement (excluding, or group of related agreements) for clarity, Contracts that have expired the lease of personal property from or been terminated with no surviving provisions): to third parties; any agreement (ior group of related agreements) any Contract for the purchase or sale of services, equipment, materials, products, or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000; (ii) any Contract relating to or evidencing Indebtedness; (iii) any Contract with any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, products or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment furnishing or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets services (A) which will extend calls for performance over a period of at least more than one year, (B) which involves more than the sum of US$10,000, or involve consideration (C) in excess which a Seller has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of $20,000 individually; (xi) goods or services or has agreed to purchase goods or services exclusively from a certain party; any agreement concerning the establishment or operation of a partnership, joint venture or partnershiplimited liability company; any agreement (or group of related agreements) under which it has created, mergerincurred, asset assumed or stock purchase guaranteed indebtedness (including capitalized lease obligations) or divestiture Contract; under which it has imposed a Security Interest on any of its assets, tangible or intangible; any agreement for the disposition of any significant portion of the assets or business of either Seller (xiiother than sales of products in the Ordinary Course of Business) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, agreement for the obligations, Liabilities acquisition of the assets or Indebtedness business of any other Personentity (other than purchases of inventory, except commercial Contracts containing standard indemnification components or supplies in the Ordinary Course of Business); any agreement imposing a confidentiality or noncompetition obligation on either Seller; any employment or consulting agreement; any agreement between either Seller and any current or former officer, director or stockholder of either Seller or an Affiliate thereof; any agreement under which the consequences of a default or termination would reasonably be expected to have a Seller Material Adverse Effect; any agreement under which a third party would be entitled to receive a license or any other right to Intellectual Property of either Buyers or any of either Buyer’s Affiliates following the Closing; any agreement which contains any provisions requiring either Seller to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the ordinary course Ordinary Course of business; Business); and any other agreement (xiiior group of related agreements) any confidentiality, secrecy, either involving more than $10,000 or non-disclosure agreement not entered into outside in the ordinary course Ordinary Course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates Business. The Sellers have delivered to the SellerBuyers a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.14 of the Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is valid, binding and enforceable, in accordance with its respective terms, and in full force and effect; (ii) for those agreements to which either Seller is a party, the Businessagreement is assignable by such Seller to the Buyers without the consent or approval of any party (except as set forth in Section 2.4 of the Disclosure Schedule) and will continue to be valid, binding and enforceable and in full force and effect immediately following the Purchased Assets or Closing in accordance with the Assumed Liabilities; terms thereof as in effect immediately prior to the Closing; and (xviii) any Contract with a Key Customer or Key Vendor; and (xvi) neither Seller nor, to the knowledge of the Sellers, any other Contractparty, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business. (b) The Seller is not in material breach of, or material default under, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred breach or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contractsuch agreement, and no event has occurred, is pending or, to the knowledge of the Sellers, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by either Seller or, to the knowledge of the Sellers, any other party under such agreement.

Contracts. (a) Schedule 4.6 sets forth all Contracts 3.8(a) contains a complete and accurate list, and the Stockholders have made available to which Buyer true and complete copies (or written summaries in the Seller is a party or otherwise bound that are case of oral arrangements), of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):currently effective contracts: (i) any each Contract for that involves the purchase performance of services, equipment, materials, products, services or supplies that (a) involves payments the delivery of goods or materials by the Seller Company or any of more than its Subsidiaries for an amount or having a value in excess of $50,000 individually on an annual basis or (b) which has 20,000, but not been fully performed and which expressly requires payment by the Seller including Approval Plan Memoranda of more than $50,000Understanding; (ii) any each Contract relating to that involves the performance of services for, or evidencing Indebtedness; (iii) any Contract with any Governmental Authority; (iv) any Contract with any Affiliate the delivery of the Seller; (v) any employment, independent contractor goods or consulting Contract (excluding offer letters on the Seller’s standard forms provided materials to the Buyer); (vi) Company or any Contract with of its Subsidiaries for an amount or having a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount value in excess of $20,000; (viiiiii) each Contract that was not entered into in the Company's Ordinary Course of Business and that involves expenditures or receipts of the Company or any Contract for the sale or purchase of any tangible personal property in an amount its Subsidiaries in excess of $20,000 individually5,000; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $20,000, or for with terms of less than one year); (v) each licensing agreement, sales agreement or other Contract with respect to patents, trademarks, copyrights or other intellectual property (other than licensing agreements normally accompanying software programs such as WordPerfect(TM) and Quicken(TM)); (vi) each currently effective Contract with current or former employees, consultants or contractors regarding the sale appropriation or purchase (including any option to purchase or right of first refusal or right of first negotiation) the non-disclosure of any real propertyof the Company's or any of its Subsidiaries' Intangibles; (vii) each collective bargaining Contract and each other Contract to or with any labor union or other employee representative of a group of employees; (viii) each joint venture, partnership and other Contract (however named) involving a sharing of profits, losses, costs or liabilities by the Company or any of its Subsidiaries with any other Person; (ix) each Contract containing covenants that in any Contract way purport to restrict the business activity of the Company or commitment for capital expenditures any of more than [$20,000] individuallyits Subsidiaries or limit the freedom of the Company or any of its Subsidiaries to engage in any line of business or to compete with any Person; (x) any license agreement each Contract providing for the payment payments to or receipt of royalties by any Person based on sales, purchases or profits, other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individuallythan direct payments for goods; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contracteach power of attorney that is currently effective and outstanding; (xii) any each Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into other than in the ordinary course Company's Ordinary Course of businessBusiness that contains or provides for an express undertaking by the Company to be responsible for special, consequential or indirect Damages which may exceed $5,000; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course each Contract for capital expenditures in excess of business$20,000; (xiv) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by the Company or any Contract that results of its Subsidiaries other than in the Company's or any Person holding a power of attorney that relates to the Seller, the its Subsidiaries' Ordinary Course of Business, the Purchased Assets or the Assumed Liabilities;; and (xv) each amendment, supplement and modification (whether oral or written) in respect of any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Businessforegoing. Schedule 3.8(a) sets forth the subject matter of such Contracts, the parties to such Contracts, and (if ascertainable) the amount of the remaining commitment of the Company and each of its Subsidiaries under such Contracts. (b) The Seller Except as set forth on Schedule 3.8(b): (i) no Stockholder (and no Related Person of any Stockholder) has or may acquire any rights under, and no Stockholder has or may become subject to any obligation or liability under, any Contract; and (ii) During the Lookback Period, the Stockholders have not been Informed that any officer, director, agent, employee, consultant or contractor of the Company or any of its Subsidiaries is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant or contractor to (A) compete with the Company or any of its Subsidiaries or otherwise engage in or continue any conduct, activity or practice directly relating to such Person's involvement with the business of the Company or any of its Subsidiaries, or (B) assign to the Company or any of its Subsidiaries or to any other Person any rights to any invention, improvement or discovery. (c) Except as set forth on Schedule 3.8(c), during the Lookback Period, the Stockholders have not been Informed that any Contract identified on Schedule 3.8(a) or Schedule 3.8(b), is not in full force and effect and, during the Lookback Period, the Stockholders have not been Informed that any such Contract is not valid and enforceable in all material breach ofrespects in accordance with its terms. (d) Except as set forth on Schedule 3.8(d): (i) during the Lookback Period, the Stockholders have not been Informed that the Company is not, or at any times has not been, in compliance in all material default underrespects with all applicable terms and requirements of each Contract on Schedule 3.8(a) or Schedule 3.8(b) (each, a "Material Contract") under which the Company or any Assigned Contract. To of its Subsidiaries has or had any obligation or liability or by which the Seller’s KnowledgeCompany or any of its Subsidiaries or any of the assets owned or used by the Company or any of its Subsidiaries is or was bound; (ii) during the Lookback Period, each the Stockholders have not been Informed that any other Person that has or had any obligation or liability under any Assigned Material Contract under which the Company or any of its Subsidiaries has or had any rights is not, or at any times has not been, in full compliance in all material respects with all applicable the terms and requirements of such Assigned Contract. To ; (iii) during the Seller’s KnowledgeLookback Period, no the Stockholders have not been Informed that any event has occurred or circumstance exists that (with or without notice or lapse of time or both) may contravene, conflict with, or result in a material violation or breach of, or give the Seller’s Company or any of its Subsidiaries or any other Person, Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Assigned Material Contract. Within ; and (iv) during the two (2) year period immediately preceding the Closing DateLookback Period, the Seller Stockholders have not been Informed that either the Company or any of its Subsidiaries has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, alleged or potential material violation or breach of, or default under, any Assigned Material Contract.

Contracts. (a) Schedule 4.6 Section 3.13(a) of the Seller Disclosure Schedules sets forth a true, correct and complete list of each Contract in effect as of the date hereof (including all Contracts amendments and supplements thereto, but excluding any invoices, Benefit Plans and Real Property Leases) to which any Group Company or any of their respective assets (including the Seller Transferred Assets) is a party to or otherwise bound that are by and which falls within any of the following nature categories (excludingeach, for clarity, Contracts that have expired or been terminated with no surviving provisions): a “Company Material Contract”): (i) any Contract for the purchase of servicesjoint venture, equipment, materials, products, joint development agreement or supplies that partnership agreement with any Person (a) involves payments by the Seller of more other than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000; between Group Companies); (ii) any material Contract relating to with a Material Customer or evidencing Indebtedness; Material Supplier; (iii) any Contract with any Governmental Authority; (iv) any Contract with any Affiliate in respect of Indebtedness of the Seller; (v) Group Companies or any employment, independent contractor or consulting Contract (excluding offer letters on Indebtedness for which any of the Seller’s standard forms provided to Group Companies would be liable immediately after the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property Closing in an amount in excess of $20,000 individually100,000 (and all related guarantees), other than any Indebtedness owed by a Group Company to another Group Company and any Indebtedness of any Group Company, in each case, as set forth on Section 5.6 of the Seller Disclosure Schedules and to be settled pursuant to Section 5.6; (iv) any Contract with respect to any future disposition or for the sale or purchase (including any option to purchase granting of a right of first refusal, right of first offer or right of first refusal or right of first negotiation) negotiation with respect to the sale of any real property; of the Equity Securities of the Group Companies (ixor rights thereto); (v) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt sale of royalties or other compensation by any of the Seller, Group Companies or the license Business or a substantial portion of the assets thereof or of the Business or the Transferred Assets (whether by merger, sale of stock, sale of assets or otherwise) or for the grant to any Person of any material Intellectual Property preferential rights to purchase any of its assets, including the Transferred Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, whether by merger, asset sale of stock, sale of assets or stock purchase or divestiture Contract; otherwise); (xiivi) any Contract (A) pursuant to provide which any Group Company is a guarantylicensee or licensor of (or grants or is granted rights in or to use) any Intellectual Property Rights or IT Assets that are material to the Business (other than “off- the-shelf” or “shrink-wrap” in-licenses for commercially available software or standard commercial service offerings that are generally available on standard terms with annual license, indemnificationmaintenance, reimbursement, contribution, assumption or endorsement ofand other fees of less than $4,000,000, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into non-exclusive licenses granted to customers in the ordinary course of business; ), (xiiiB) with respect to any confidentiality, secrecy, Intellectual Property Rights or non-disclosure agreement entered into outside the ordinary course IT Assets developed on behalf of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business Group Company that is material to the businessBusiness, assetsand (C) with respect to a settlement, liabilitiesco-existence, condition covenant not to sue or similar agreement that is material to the Business related to Intellectual Property Rights or IT Assets (financial or otherwise) or results of operations of the Business. (b) The Seller is not in material breach offoregoing, or material default under, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contract.“IP Contracts”);

Contracts. (a) Except as set forth in the Employee Benefits Schedule 4.6 sets forth or on the “Contracts Schedule” attached hereto as Schedule 3.12(a) (all such Contracts required to which be disclosed thereon or hereon, collectively, the Seller “Company Contracts”), no Company Group Member is a party to or otherwise bound that are by any of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):following: (i) any Contract for the purchase of servicesbonus, equipmentpension, materialsprofit sharing, productsretirement or deferred compensation plan or stock purchase, stock option, hospitalization insurance or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis similar plan or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000practice, whether formal or informal; (ii) Contract for the (A) employment of any Contract relating current or former (to the extent of any ongoing Liability) officer, individual employee, director or evidencing Indebtednessother Person on a full-time or part-time basis (other than the hiring of employees in the Ordinary Course of Business) or (B) engagement of any current or former (to the extent of any ongoing Liability) individual consultant or individual independent contractor, in either case, that provides for (1) a payment or aggregate payments by any Company Group Member in excess of Fifty Thousand Dollars ($50,000), (2) payment of any material severance benefits not in the Ordinary Course of Business or (3) any change in control, retention or other payments that would be triggered solely by the consummation of the Contemplated Transactions; (iii) Contract providing for or relating to (A) the borrowing of money or incurrence of Indebtedness by any Contract with Company Group Member, (B) mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens) on any Governmental AuthorityCompany Assets or (C) the guaranty by any Company Group Member of the indebtedness of any third party; (iv) any Contract with any Affiliate respect to the lending or investing of the Sellerfunds to or in other Persons; (v) any employment, independent contractor or consulting Contract license (excluding offer letters on the Seller’s standard forms provided license of “off-the-shelf” Software), royalty Contract or other Contract relating to the Buyer)any Company Proprietary Rights which individually requires a payment or aggregate payments thereunder of Fifty Thousand Dollars ($50,000) or more by or to any Company Group Member; (vi) Contract under which any Contract with Company Group Member is lessee of or holds or operates any personal property owned by any other Person, in each case which individually requires a noncompetition, nonsolicitation, “most-favored-nation” pricing payment or exclusivity agreement aggregate payments thereunder of One Hundred Thousand Dollars ($100,000) or other arrangement that would prevent, restrict more by or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic locationCompany Group Member; (vii) Contract under which any Contract pursuant Company Group Member is lessor of or permits any third party to which the Seller are the lessee hold or lessor ofoperate any property, real or holdspersonal, uses, owned or makes available for use to any Person, (a) any real property or (b) any tangible personal property andcontrolled by it, in the each case which individually requires a payment or aggregate payments thereunder of clause One Hundred Thousand Dollars (b), that involves an aggregate amount in excess of $20,000100,000) or more by or to such Company Group Member; (viii) Contract which prohibits any Company Group Member from freely engaging in the Business or which restrains any Company Group Member’s business activities anywhere in the world, including any Contract for the sale that requires any Company Group Member to work exclusively with any Person or purchase of to provide products or services exclusively in any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real propertygeographic region; (ix) Contract relating to the manufacture or distribution of any Contract Company Group Member’s products or commitment for capital expenditures services, in each case which individually requires a payment or aggregate payments thereunder of One Hundred Thousand Dollars ($100,000) or more than [$20,000] individuallyby or to such Company Group Member; (x) Contract with any license agreement providing for the payment director, officer, manager, member, partner, direct or receipt of royalties indirect equityholder or other compensation by the Seller, insider or the license Affiliate of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individuallyCompany Group Member; (xi) Contract for which any joint venture Company Group Member has granted any third party any “most favored nation” or partnership, merger, asset or stock purchase or divestiture Contractsimilar pricing terms; (xii) Contract that requires any Contract Company Group Member to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any purchase substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness all of its requirements of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of businessproduct or service from a third party or that contains “take or pay” provisions; (xiii) Contract for acquisitions or dispositions (in each case whether by merger, purchase or sale of Assets or Equity Interests or otherwise) by any confidentialityCompany Group Member of any Person (or all or substantially all of its Assets), secrecybusiness or line of business, or non-disclosure agreement (A) entered into outside during the ordinary course period commencing on January 1, 2021 (the “Lookback Date”), and ending on the Closing Date, for consideration in excess of businessOne Hundred Thousand Dollars ($100,000) and (B) as to which such Company Group Member has any continuing indemnification or financial obligations or rights or any other material obligation or rights; (xiv) any Contract that results in granting to any Person holding a power of attorney that relates an Option to the Seller, the Business, the Purchased Assets purchase or the Assumed Liabilitiesacquire any Company Assets; (xv) Contract that relates to the formation, creation or operation of any Contract with a Key Customer joint venture, partnership or Key Vendor; andother arrangement based on the sharing or distribution of any profits, revenue, costs or Liabilities of any Company Group Member or any other Person; (xvi) Contract with any Governmental Authority to which a Company Group Member is a party (each, a “Government Contract”); (xvii) Contract with any Material Customers and Material Suppliers; (xviii) collective bargaining agreement or other Contract with a Union (each a “CBA”); (xix) Contract the performance of which is reasonably expected to require capital commitments or capital expenditures in excess of One Hundred Thousand Dollars ($100,000); (xx) Contract by which any Company Group Member has granted a continuing power of attorney to any Person; (xxi) Contract that contains restrictions with respect to payment of dividends or any other Contractdistribution in respect of the capital stock or other Equity Interests of any Company Group Member (other than the Constituent Documents of any Company Group Member); (xxii) Contract pursuant to which any Company Group Member has agreed to assume, whether undertake, become subject to or provide an indemnity with respect to any Liability of any Person relating to Environmental Laws or otherwise not made in the ordinary course Ordinary Course of business Business; (xxiii) Contract that is material evidences performance bonds, customs bonds, surety bonds, bankers acceptances and fidelity bonds; (xxiv) Contract with any professional employer organization, staffing agency, temporary employee agency or similar company or service; (xxv) Contract related to the business, assets, liabilities, condition any Real Property; or (financial xxvi) Contract that individually requires a payment or otherwiseaggregate payments thereunder of Two Hundred Fifty Thousand Dollars ($250,000) or results of operations of the Businessmore by or to any Company Group Member (other than those Contracts required to be disclosed or excepted pursuant to clauses (i) through (xxv) above). (b) The Seller is True, complete and correct copies of the Company Contracts, together with all amendments, exhibits, annexes or other supplements thereto, in each case, in existence as of the Closing Date, have been made available to the Purchaser. Except as specifically disclosed on the Contracts Schedule, (i) the Company Group Members have performed in all material respects the obligations required to be performed by them under the Company Contracts and are not in material breach ofof any Company Contract, or material default under, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, (ii) no event has occurred which, with the passage of time or circumstance exists that may contravenethe giving of notice or both, conflict with, or would result in a violation breach or breach of, or give the Seller’s or default in any other Person, the right to declare a default or exercise any remedy material respect under, or would give rise to accelerate the maturity a right of termination, cancellation or performance of, acceleration of any material right or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default material obligation under, any Assigned Company Contract, (iii) all such Company Contracts are valid, binding and enforceable against the applicable Company Group Member and, to the Knowledge of the Company, the other Persons party thereto in accordance with their respective terms (except that such enforceability may be limited by the Enforceability Exceptions) and (iv) no Company Group Member has received written notice of breach, termination, cancellation, nonrenewal or material modification by the other party to any Company Contract.

Contracts. (a) Schedule 4.6 sets Except as set forth all Contracts to which in Section 3.18 of the Seller Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to or bound by, or otherwise bound that are of the following nature (excludinghas any actual or potential liability or responsibility under, for clarity, Contracts that have expired or been terminated with no surviving provisions):any Contract that: (i) any Contract for as of the purchase date hereof, is a “material contract” (as such term is defined in Item 601(b)(10) of services, equipment, materials, products, or supplies that (a) involves payments Regulation S-K promulgated by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000SEC); (ii) any Contract relates to a joint venture, partnership, limited liability or other similar agreement or arrangement relating to the formation, creation, operation, management or evidencing Indebtednesscontrol of any partnership or joint venture that is material to the business of the Company and the Company Subsidiaries, taken as a whole, or in which the Company owns more than a fifteen (15%) voting or economic interest, or any obligation of more than $500,000 in the aggregate; (iii) involves an aggregate principal amount of more than $1,000,000 and relates to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any Contract with material portion of the assets of the Company or any Governmental AuthorityCompany Subsidiary, other than Permitted Liens (in each case other than intercompany liabilities between the Company and the Company’s wholly-owned Subsidiaries); (iv) is for the acquisition of any Contract with equity interests or material assets by the Company or any Affiliate of Company Subsidiary during the Sellerpast two (2) years or under which the Company or any Company Subsidiary has any remaining obligations (including contingent obligations); (v) any employment, independent contractor requires or consulting Contract is reasonably likely to require either (excluding offer letters on the Seller’s standard forms provided A) annual payments from third parties to the Buyer)Company and the Company Subsidiaries of at least $2,500,000 or (B) annual or one-time payment from the Company and Company Subsidiaries to third parties of at least $2,500,000; (vi) contains any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement covenant that would prevent, restrict or limit (A) restricts in any way material respect the Seller ability of the Company or any Company Subsidiary (or, to after the extent that such Contract is an Assigned ContractEffective Time, Parent, the BuyerSurviving Corporation, from carrying on its business or their respective Subsidiaries or Affiliates) to engage in any manner line of business or to compete with any Person or operate at any location other than nonsolicitation covenants entered into in the ordinary course of business consistent with past practice, (B) could require the disposition of any material assets or line of business of the Company or any Company Subsidiary (or, after the Effective Time, Parent, the Surviving Corporation, or their respective Subsidiaries or Affiliates), or (C) prohibits or restricts in any geographic locationmaterial respect the right of the Company, any of the Company Subsidiaries or any of their respective Affiliates to make, sell, supply, market, distribute or commercialize any products or services or use, transfer, license, distribute or enforce any of their respective Intellectual Property rights; (vii) contains any Contract pursuant to which covenant granting “most favored nation” status that, following the Seller are consummation of the lessee Merger, would restrict actions in any material respect taken by Parent, the Surviving Corporation and/or their respective Subsidiaries or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000Affiliates; (viii) contains a standstill or similar agreement pursuant to which the Company or any Contract for Company Subsidiary has agreed not to acquire assets or securities of the sale other party or purchase any of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real propertyits Affiliates; (ix) provides for the grant of a license or other right with respect to any Contract material Intellectual Property rights owned or commitment for capital expenditures used by the Company or any Company Subsidiary to which the Company or any Company Subsidiary is a party as licensee or licensor other than (A) Off-the-Shelf Software and (B) non-exclusive licenses granted by or to the Company or any Company Subsidiary in the ordinary course of more than [$20,000] individuallybusiness consistent with past practice; (x) any license agreement providing provides for the payment or receipt of royalties or other compensation indemnification by the Seller, Company or any of the license Company Subsidiaries of any Person, except for any such Contract that is (A) not material Intellectual Property Assets which will extend over a period to the Company or any of at least one year, the Company Subsidiaries or involve consideration (B) entered into in excess the ordinary course of $20,000 individuallybusiness consistent with past practice; (xi) constitutes a guaranty of any joint venture obligation of any Person or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contributionother support, assumption or endorsement of, or any substantially other similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into to liabilities in the ordinary course aggregate of businessmore than $1,000,000 of, any Person (in each case, other than the Company or any Company Subsidiary); (xii) provides for severance, retention, change of control or other post-termination payments or post-termination benefits to employees involving payments in excess of $200,000 per employee; (xiii) is a written settlement agreement executed during the last two years of any confidentiality, secrecy, actual or non-disclosure agreement entered into outside the ordinary course threatened action with a value of businessgreater than $500,000; (xiv) is entered into with any Contract that results director or officer of the Company, any Company Subsidiary or any Affiliate of the foregoing and provides for minimum aggregate cash payments in any Person holding a power excess of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities$350,000 per annum (other than commission plans); (xv) contains a put, call or similar right pursuant to which the Company or any Contract with Company Subsidiary could be required to purchase or sell, as applicable, any Equity Interests of any Person or any assets that have a Key Customer fair market value or Key Vendorpurchase price of more than $200,000; andor (xvi) any other Contract, is a collective bargaining agreement. Each Contract of the type described in clauses (i) through (xvi) of this Section 3.18 (whether or not made in the ordinary course of business that such Contract is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations set forth on Section 3.18 of the BusinessCompany Disclosure Schedule) is referred to herein as a “Company Material Contract”. (b) The Seller Each Company Material Contract is not in material breach ofvalid and binding on the Company and any of the Company Subsidiaries to the extent the Company or such Company Subsidiary is a party thereto, or material default underas applicable, any Assigned Contract. To and to the Seller’s KnowledgeKnowledge of the Company, each other Person that has or had any obligation or liability under any Assigned Contract party thereto, and is in full compliance force and effect and enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception) except where the failure to be valid, binding, enforceable and in full force and effect, would not be materially adverse to the Company and the Company Subsidiaries, taken as a whole. The Company and each of the Company Subsidiaries, and, to the Knowledge of the Company, any other party thereto, has performed all applicable terms and requirements of obligations required to be performed by it under each Company Material Contract, except where such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or noncompliance would not result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned ContractCompany Material Adverse Effect.

Contracts. (a) Schedule 4.6 Except for this Agreement or any Company Benefit Plan, and except for the unredacted Contracts filed by the Company as “material contract” exhibits to the Company SEC Documents pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, Section 3.13(a) of the Company Disclosure Letter sets forth all Contracts a true, correct and complete list, and the Company has made available to Parent true, correct and complete copies, of each Specified Contract in effect as of the date of this Agreement. For purposes of this Agreement, “Specified Contract” means each Contract to which the Seller Company is a party or otherwise by which it or any of its properties or assets are bound that are as of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):date hereof: (i) any Contract for the purchase of services, equipment, materials, products, or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which would be required to be but has not been fully performed and which expressly requires payment filed by the Seller Company prior to the date of more than $50,000this Agreement as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) that (A) restricts the ability of the Company (or following the Closing will restrict the ability of Parent or any Contract relating of its subsidiaries) to compete in any business or evidencing Indebtednesswith any Person, to conduct any business in any geographical area, to engage in any line of business or to solicit any client or customer, (B) restricts the right of the Company (or following the Closing will restrict the ability of Parent or any of its subsidiaries) (x) to sell, purchase, research, develop, supply, distribute or manufacture any product (including products under development) for any indication in any product market, therapeutic area or geographic area or (y) to provide or receive support or service to, for, from, or otherwise engage in any business with, any Person, (C) requires the Company to conduct any business on a “most favored nations” or other preferential basis with any third party, (D) provides for “exclusivity” or any similar requirement in favor of any third party or (E) contains any provision that would, following the Closing, restrict or prevent Parent or any of its subsidiaries (other than the Surviving Corporation) from employing or engaging (as an independent contractor or otherwise) any Person; (iii) that relates to research, clinical trial, development, distribution, sale, supply, license, marketing, promotion (including co-promotion), commercialization, use, exploitation or manufacturing by any Contract with third party of products (including the Pharmaceutical Products other than any Governmental Authority; Inactive Pharmaceutical Products) or companion diagnostics (ivincluding products or companion diagnostics, in either case, currently or formerly under development) of (A) the Company or (B) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property andthird party, in the each case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more other than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation confidentiality agreements entered into by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into Company in the ordinary course of business; (xiiiiv) (A) under which the Company grants to any confidentialitythird party a license (including sublicense) to, secrecyoption to or other right to use or exploit any Company Intellectual Property, (B) under which a third party grants to the Company a license (including sublicense) to, option to or nonother right to use or exploit any Intellectual Property and (C) that restricts the right of the Company to use, deploy or register any Intellectual Property, in each case other than (x) off-disclosure agreement the-shelf, commercially available and/or “shrink-wrap” agreements, (y) immaterial agreements entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business consistent with past practice and (z) customary invention assignment agreements with third party service providers entered into in the ordinary course of business consistent with past practice; (v) that provides for annual payments or receipts in excess of $250,000 or provides for payments or receipts in aggregate in excess of $500,000; (vi) under which the Company is obligated to pay or is entitled to receive, future milestone payments, royalty payments, “earn-out” payments or similar contingent payments; (vii) that relates to Indebtedness for a principal amount in excess of $250,000 or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of the Company; (viii) that is material a partnership or joint venture agreement and relates to the businessformation, creation, operation, management or control of any partnership or joint venture; (ix) that grants any right of first refusal, right of first offer, option to purchase or similar right with respect to any assets, liabilitiesrights or properties of the Company; (x) that provides for the acquisition or disposition of any assets (other than acquisitions or dispositions of assets in the ordinary course of business), condition business (financial whether by merger, sale of stock, sale of assets or otherwise) or results real property, in each case with any outstanding obligations; (xi) that is a settlement or similar agreement pursuant to which (A) the Company will be required to pay after the date of operations this Agreement any monetary amount or (B) that contains obligations or limitations on the conduct of the BusinessCompany (other than customary confidentiality obligations); or (xii) to which any Governmental Entity is a party, other than confidentiality agreements entered into by the Company in the ordinary course of business. (b) The Seller Each of the Specified Contracts is not in material breach ofvalid, or material default underbinding and enforceable on the Company, any Assigned Contract. To and, to the Seller’s Knowledgeknowledge of the Company, each other Person that has or had any obligation or liability under any Assigned Contract party thereto (in each case subject to the Bankruptcy and Equity Exception), and is in full compliance with all applicable terms force and requirements effect, except for such failures to be valid, binding or enforceable or to be in full force and effect as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no breach of such Assigned Contract. To or default under any Specified Contract by the Seller’s KnowledgeCompany or, to the knowledge of the Company, any other party thereto, and no event has occurred that, with or circumstance exists that may contravenewithout the lapse of time or the giving of notice or both, conflict withwould constitute a breach thereof or default thereunder by the Company or, or result in a violation or breach ofto the knowledge of the Company, or give the Seller’s or any other Personparty thereto, in each case except as has not had and would not reasonably be expected to have, individually or in the right aggregate, a Company Material Adverse Effect. There are no disputes pending or, to declare a default or exercise the Company’s knowledge, threatened with respect to any remedy under, or of the Specified Contracts and the Company has not received any notice of the intention of any other party to accelerate the maturity or performance of, or any Specified Contract to cancelamend, terminate, not renew or modifyreduce any commitment under any Specified Contract, nor to the Company’s knowledge is any Assigned Contract. Within such party threatening to do so, in each case except as have not had and would not reasonably be expected to have, individually or in the two (2) year period immediately preceding the Closing Dateaggregate, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contracta Company Material Adverse Effect.

Contracts. (a) Schedule 4.6 sets forth all Except for this Agreement and except for Contracts filed as exhibits to which the Seller Filed Company SEC Documents, as of the date of this Agreement, none of the Company or any of the Company Subsidiaries is a party or otherwise bound that are to any of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):following: (i) any Contract for the purchase of services, equipment, materials, products, or supplies that would be required to be (aA) involves payments filed by the Seller Company as a “material contract” pursuant to Item 601(b)(10) of more than $50,000 individually on an annual basis Regulation S-K under the Securities Act or (bB) which has not been fully performed and which expressly requires payment disclosed by the Seller Company pursuant to Item 303(a)(5) of more than $50,000such Regulation; (ii) any Contract relating containing covenants that restrict the ability of the Company or any of the Company Subsidiaries (or that, following the consummation of the Merger, would restrict the ability of the Surviving Corporation or its affiliates) to compete in any business or evidencing Indebtednessgeographic area or with any person, except to the extent such Contracts are immaterial to the conduct of the business of the Company and the Company Subsidiaries taken as a whole; (iii) any Contract for the acquisition, sale, lease (including operating leases) or license of properties or assets (by merger, purchase or sale of assets or stock or otherwise) for consideration in excess of $5,000,000 per annum or $10,000,000 in the aggregate (x) entered into since March 28, 2010 or (y) with respect to which the Company or any Governmental AuthorityCompany Subsidiary has material continuing obligations; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided relating to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available indebtedness for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount borrowed money in excess of $20,000; 5,000,000 (viiiwhether incurred, assumed, guaranteed or secured by any asset) or under which the Company or any Contract for the sale Company Subsidiary has, directly or purchase of indirectly, made any tangible personal property in an amount in excess of $20,000 individuallyloan, capital contribution to, or for the sale or purchase other investment in, any person (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more other than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, Company or any substantially similar commitment with respect toCompany Subsidiary to or in the Company or any Company Subsidiary) that is still outstanding, other than extensions of credit to customers in the obligations, Liabilities or Indebtedness ordinary course of any other Person, except commercial Contracts containing standard indemnification provisions entered into business and investments in marketable securities and cash management activities in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xivv) any Contract that results (A) involves payments by or to the Company or any of the Company Subsidiaries, of more than $5,000,000 in any Person holding twelve-month period or $10,000,000 in the aggregate, (B) is a power material joint venture, partnership, strategic alliance, teaming or other similar agreement, (C) involves any material future performance by the Company or a Company Subsidiary in connection with a Judgment or a settlement agreement or similar agreement, (D) contains any standstill or similar restriction binding on the Company or any Company Subsidiary (or that, following the consummation of attorney the Merger, would be binding on the Surviving Corporation or any of its affiliates), (E) contains continuing indemnification or “earn-out” obligations of the Company or any Company Subsidiary that relates could reasonably be expected to result in payments of more than $5,000,000 in any twelve-month period or $10,000,000 in the aggregate, (F) is a Related Party Contract or (G) requires any payment to be made by the Company or any Company Subsidiary (whether currently or in the future) as the result of this Agreement or the consummation of the Merger (but for the avoidance of doubt not including any payments to be made pursuant to the Seller, the Business, the Purchased Assets Financing or the Assumed Liabilities; (xv) any Rollover Investment). Each such Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Businesstype described in clauses (i) through (v) (other than those referred to in clause (v)(G)) is referred to herein as a “Material Contract”. (b) The Seller Each of the Material Contracts is valid, binding and enforceable on the Company or the Company Subsidiaries, as the case may be, and, to the knowledge of the Company, each other party thereto and is in full force and effect, except for those Material Contracts that have expired or been terminated pursuant to their terms and except for such failures to be valid, binding or enforceable or to be in full force and effect as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except that such enforceability may be (i) limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application relating to or affecting creditors’ rights generally and (ii) subject to general equitable principles (whether considered in a proceeding in equity or at law). Since March 28, 2010, each of the Company and the Company Subsidiaries has complied in all material respects with the terms and conditions of the Material Contracts. Neither the Company nor any Company Subsidiary is (with or without notice or lapse of time, or both) in material violation, breach ofor default thereunder. Since March 28, 2010, neither the Company nor any Company Subsidiary has waived or failed to enforce any material rights or material default underbenefits under any of the Material Contracts, which waiver or failure to enforce (i) would be reasonably likely to result in a Company Material Adverse Effect or (ii) applies (or will apply) to any Assigned Contractother material rights or benefits thereunder. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements knowledge of such Assigned Contract. To the Seller’s KnowledgeCompany, no event other party to any of the Material Contracts is (with or without notice or lapse of time, or both) in violation, breach or default thereunder, and there has occurred no event giving to others (with or circumstance exists that may contravene, conflict withwithout notice or lapse of time, or both) any right of termination, amendment or cancellation of any Material Contract or any license thereunder, except as would not be reasonably likely to result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned ContractCompany Material Adverse Effect.

Contracts. (a) Schedule 4.6 sets forth all Contracts to which As of the Seller date of this Agreement, none of the Company, any of its subsidiaries or their respective properties or other assets is a party to or otherwise bound that are of the following nature by any Contract (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisionsother than Company Plans): (i) pursuant to which the Company, any of its subsidiaries or any other party thereto has material continuing obligations, rights or interests and including annual payments made by the Company and its subsidiaries of $50,000 or more relating to the research, development, clinical trial, distribution, supply, manufacture, marketing or co-promotion of, or collaboration with respect to, any product candidate for which the Company or any of its subsidiaries is currently engaged in research or development, including but not limited to: (A) material manufacture or supply services or material Contracts with contract research organizations for clinical trials-related services; (B) material transfer Contracts for pre-clinical products or clinical products of the Company or any of its subsidiaries with commercial, pharmaceutical or biotechnology companies; (C) Contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any of its subsidiaries or income or revenues related to any clinical product candidate of the Company or any of its subsidiaries; and (D) Contracts pursuant to which the Company has minimum purchase obligations; (ii) that contains any non-compete or exclusivity provision or limits, curtails or restricts the ability of the Company or any of its subsidiaries (or which following the consummation of the Merger and the other transactions contemplated hereby would reasonably be expected to limit the ability of the Surviving Corporation) in a manner that is material to the business of the Company and its subsidiaries, taken as a whole, as currently conducted (A) to compete in any line of business, in any geographic area or with any person and (B) to sell to or purchase from any other person or entity; (iii) that requires the Company, or any successor to, or acquirer of, the Company, to make any payment to another person, or requires the consent of another person, in each case in connection with a change of control of the Company or gives another person a right to receive or elect to receive a change of control payment; (iv) that is a joint venture or partnership agreement or other similar agreement or arrangement; (v) for the acquisition, disposition or lease of businesses (whether by merger, purchase or sale of stock or assets or otherwise) entered into since January 1, 2021; (vi) that is a loan or credit agreement, indenture, note or other Contract or instrument relating to or evidencing Indebtedness for borrowed money (including any guarantee thereto) or any Contract pursuant to which Indebtedness for the purchase of servicesborrowed money may be incurred or guaranteed, equipment, materials, productsincluding any Contract that is a financial derivatives master agreement or confirmation, or supplies futures account opening agreement and/or brokerage statement, evidencing financial hedging or similar trading activities; (vii) that (a) involves is a mortgage, pledge, security agreement, deed of trust, capital lease or similar agreement that creates or grants a Lien on any material property or asset of the Company or any of its subsidiaries, in each case involving annual payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000; (iiviii) any Contract relating to or evidencing Indebtedness; that is a Collective Bargaining Agreement (iii) any Contract with any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyeras defined below); (viix) that contains any Contract with a noncompetition, nonsolicitation, “most-favored-nationstandstill” pricing or exclusivity similar agreement to which the Company or other arrangement that would prevent, restrict any of its subsidiaries has agreed not to acquire assets or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic locationsecurities of another person; (viix) any that is a Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or granting a right of first refusal or right of first negotiation) of negotiation to any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of third party over any material Intellectual Property Assets which will extend over a period assets of at least one year, or involve consideration in excess of $20,000 individuallythe Company; (xi) that is a Contract with any joint venture contract research organization or partnership, merger, asset other agreement with a third party which is conducting one or stock purchase more clinical studies on behalf of the Company or divestiture Contractits subsidiaries and is reasonably expected to require payment of more than $50,000 within twelve (12) months prior to or after the date of this Agreement; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption involves the use or endorsement of, license by the Company or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness its subsidiaries of any other Person, except commercial Contracts containing standard indemnification provisions entered into material Software used by the Company or its subsidiaries in the ordinary course business of businessthe Company as presently conducted (other than (A) non-customized Software subject to shrink-wrap, click-wrap and off-the-shelf or commercially available Software and (B) open source Software), in each case involving annual payments of more than $50,000; (xiii) any confidentiality, secrecy, is a Company IP Agreement of the type set forth in Section 4.15(g) or non-disclosure agreement entered into outside Section 4.15(h) of the ordinary course Company Disclosure Letter or involves the joint development of businessproducts or technology with a third party; (xiv) pursuant to which the Company or any of its subsidiaries has payment obligations for, or otherwise expects to incur, $50,000 or more, whether over the remaining term of the Contract that results in any Person holding a power of attorney that relates to or within the Seller, the Business, the Purchased Assets or the Assumed Liabilitiesnext twelve (12) month period; (xv) contemplates the payment of any Contract with a Key Customer or Key VendorTransaction Expenses; andor (xvi) any other Contract, whether or not made in the ordinary course of business that is any Contract that is a “material to the business, assets, liabilities, condition contract” (financial or otherwiseas such term is defined in Item 601(b)(10) or results of operations Regulation S-K of the BusinessSEC). All Contracts, arrangements, commitments or understandings described in this Section 4.12(a), together with each Company Real Property Lease (as defined below), shall be collectively referred to as the “Company Material Contracts.” (b) The Seller Except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Effect, as of the date hereof, (i) each of the Company Material Contracts is not valid, binding and in material breach offull force and effect with respect to the Company and its subsidiaries party thereto and, or material default under, any Assigned Contract. To to the Seller’s Knowledgeknowledge of the Company, each other Person that party thereto and enforceable, in all material respects, in accordance with its terms by the Company and its subsidiaries party thereto (subject to the Bankruptcy and Equity Exception); (ii) the Company and each of its subsidiaries has or had any obligation or liability performed all material obligations required to be performed by them under any Assigned the Company Material Contracts to which they are parties; (iii) to the knowledge of the Company, each other party to a Company Material Contract is in full compliance with has performed all applicable terms material obligations required to be performed by it under such Company Material Contract and requirements (iv) to the knowledge of such Assigned Contract. To the Seller’s KnowledgeCompany, no event party to any Company Material Contract has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give given the Seller’s Company or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or of its subsidiaries written notice of its intention to cancel, terminate, change the scope of rights under or modifyfail to renew any Company Material Contract and neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any Assigned other party to any Company Material Contract, has repudiated in writing any material provision thereof. Within Neither the two (2) year period immediately preceding the Closing Date, the Seller Company nor any of its subsidiaries has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach knowledge of, or default underhas received written notice of, any Assigned Contractviolation or default by the Company under any Company Material Contract or any other Contract to which it is a party or by which it or any of its material properties or assets is bound, except for violations or defaults that have not had and would not reasonably be expected to have, individually or in the aggregate, Company Material Effect. True, unredacted and complete copies of all of the Company Material Contracts have been made available to Parent.

Contracts. (a) Schedule 4.6 sets forth all Section 3.16 of the Company Disclosure Letter lists, as of the date hereof, each of the following types of Contracts to which the Seller Company or any of its Subsidiaries is a party or otherwise bound that are by which any of the following nature (excluding, for clarity, Contracts that have expired their respective properties or been terminated with no surviving provisions):assets is bound: (i) any Contract for the purchase of services, equipment, materials, products, or supplies that (a) involves payments would be required to be filed by the Seller Company as a “material contract” pursuant to Item 601(b)(10) of more than $50,000 individually on an annual basis Regulation S-K under the Securities Act or (b) which has not been fully performed and which expressly requires payment disclosed by the Seller of more than $50,000Company on a Current Report on Form 8-K; (ii) any Contract relating that limits the ability of the Company or any of its Subsidiaries (or, following the consummation of the transactions contemplated by this Agreement, would limit the ability of Parent or any of its Subsidiaries, including the Surviving Corporation) to compete in any line of business or with any Person or in any geographic area, or that restricts the right of the Company and its Subsidiaries (or, following the consummation of the transactions contemplated by this Agreement, would limit the ability of Parent or any of its Subsidiaries, including the Surviving Corporation) to sell to or evidencing Indebtednesspurchase from any Person or to hire any Person, or that grants the other party or any third Person “most favored nation” status or any type of special discount rights; (iii) any Contract with any Governmental Authorityrespect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability or other similar agreement or arrangement; (iv) any Contract with any Affiliate relating to Indebtedness and having an outstanding principal amount in excess of the Seller$25,000; (v) any employmentContract involving the acquisition or disposition, independent contractor directly or consulting 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 or more (excluding offer letters on other than acquisitions or dispositions of inventory in the Seller’s standard forms provided to the Buyerordinary course of business consistent with past practice); (vi) any Contract with a noncompetitioninvolving sportsbook leases or customer care software license agreements, nonsolicitation, “most-favored-nation” pricing and any other Contract that by its terms calls for aggregate payment or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way receipt by the Seller or, to the extent that Company and its Subsidiaries under such Contract is an Assigned of more than $25,000 over the remaining term of such Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee Company or lessor ofany of its Subsidiaries has continuing indemnification, guarantee, “earn-out” or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property andother contingent payment obligations, in the each case of clause (b), that involves an aggregate amount could result in payments in excess of $20,00025,000; (viii) any Contract that provides for any confidentiality, standstill or similar obligations; (ix) any Contract that obligates the sale Company or purchase any of its Subsidiaries to make any tangible personal property capital commitment, loan or expenditure in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually25,000; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions not entered into in the ordinary course of businessbusiness between the Company or any of its Subsidiaries, on the one hand, and any Affiliate thereof other than any Subsidiary of the Company; (xiiixi) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business;Contract with any Governmental Entity; or (xivxii) any Contract that results requires a consent to or otherwise contains a provision relating to a “change of control,” or that would or would reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement. Each contract of the type described in any Person holding clauses (i) through (xiii) is referred to herein as a power “Material Contract.” (i) Each Material Contract is valid and binding on the Company or one of attorney that relates its Subsidiaries, as applicable, and to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations knowledge of the Business. (b) The Seller is not in material breach of, or material default under, any Assigned Contract. To the Seller’s KnowledgeCompany, each other Person that has or had any obligation or liability under any Assigned Contract party thereto, and is in full compliance force and effect and enforceable in accordance with its terms, except (x) where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect or (y) 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 Company, each other party thereto, has performed all applicable terms obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and requirements would not reasonably be expected to have a Material Adverse Effect; and (iii) there is no default under any Material Contract by the Company or any of such Assigned Contract. To its Subsidiaries or, to the Seller’s Knowledgeknowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or circumstance exists that may contravenelapse of time or both, conflict withwould constitute, or result in a violation or breach of, or give default on the Seller’s part of the Company or any other Personof its Subsidiaries or, to the right to declare a default or exercise any remedy under, or to accelerate knowledge of the maturity or performance of, or to cancel, terminate, or modifyCompany, any Assigned other party thereto under any such Material Contract. Within , nor has the two (2) year period immediately preceding Company or any of its Subsidiaries received any written notice of any such default, event or condition, except where any such default, event or condition, individually or in the Closing Dateaggregate, the Seller has not given had and would not reasonably be expected to or received from have a Material Adverse Effect. The Company has (i) made available to Parent true and complete copies of all written Material Contracts, including any other Person any notice or other communication amendments thereto, and (whether ii) included an accurate and complete description in Section 3.16 of the Company Disclosure Letter of the substantive provisions of all oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned ContractMaterial Contracts.

Contracts. (a) Schedule 4.6 sets Except as set forth all Contracts to which in the Seller SEC Reports or in Section 4.16 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to or otherwise bound that are of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):by: (i) any Contract for “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the purchase of services, equipment, materials, products, or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000SEC); (ii) any Contract relating contract or agreement for the purchase of materials or personal property from any supplier or other Person or for the furnishing of services by any such supplier or other Person to the Company or evidencing Indebtednessany of the Subsidiaries that, in each case, requires future aggregate annual payments by the Company or any of the Subsidiaries of $250,000 or more; (iii) any Contract with contract or agreement for the sale, license or lease (as lessor) by the Company or any Governmental Authorityof the Subsidiaries of services, materials, products, supplies or other assets, owned or leased by the Company or any of the Subsidiaries, that is reasonably likely to involve future aggregate annual payments to the Company or any of the Subsidiaries of $3,000,000 or more; (iv) any Contract with contract or agreement, including, without limitation, loan agreements, credit agreements, notes, bonds, mortgages or indentures, relating to or evidencing indebtedness for borrowed money, capital lease obligations (including guarantees in respect of any Affiliate of the Sellerforegoing) of the Company or the Subsidiaries in the amount of $100,000 or more; (v) any employmentnon-competition agreement or any other contract or which purports to limit in any material respect the manner in which, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to localities in which, the Buyer)business of the Company or any of the Subsidiaries may be conducted; (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing contract or exclusivity agreement relating to any material joint venture or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic locationpartnership; (vii) any Contract pursuant contract or agreement to which the Seller are the lessee allocate, share or lessor of, or holds, uses, or makes available otherwise indemnify for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000Taxes; (viii) any Contract for the sale contract or purchase of agreement with any tangible personal property in an amount in excess of $20,000 individually, consultant or for the sale independent contractor that is not terminable at will on 30 days’ notice or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property;less; or (ix) any Contract irrevocable proxies, or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties voting or other compensation by contract or agreement governing how any shares of the Seller, or Company Common Stock shall be voted. The foregoing contracts and agreements to which the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, Company or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the BusinessSubsidiaries is a party or are bound are collectively referred to herein as “Company Contracts.” (b) The Seller Each Company Contract is not in material breach of, valid and binding on the Company (or material default under, any Assigned Contract. To the Seller’s Knowledge, each other Person Subsidiary that has or had any obligation or liability under any Assigned Contract is a party thereto) and is in full compliance force and effect, and the Company (or such Subsidiary) has performed all obligations required to be performed by it to date under each Company Contract, except where the failure to perform any such obligation would not, individually or in the aggregate, have a Material Adverse Effect. There is no violation or default under (nor does there exist any condition which with all applicable terms and requirements the passage of such Assigned Contract. To time or the Seller’s Knowledge, no event has occurred giving of notice or circumstance exists that may contravene, conflict with, or both would result in such a violation or breach of, or give default under) any Company Contract by the Seller’s Company or any other Personof the Subsidiaries or, to the right to declare a default or exercise any remedy under, or to accelerate knowledge of the maturity or performance of, or to cancel, terminate, or modifyCompany, any Assigned other party thereto, except for such violations or defaults which, individually or the aggregate, have not had or would not have a Material Adverse Effect. The Company has delivered or made available to Parent true and complete copies of each Company Contract. Within , including any amendments or modifications thereto, identified on Section 4.16 of the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned ContractDisclosure Schedule.

Contracts. (a) Schedule 4.6 sets forth 4.20(a) contains, as of the date of this Agreement, a true and correct list of all written Contracts of the following types to which the Seller any Service Provider is a party or otherwise bound that are by which any of the following nature assets of any Service Provider are bound or affected (excludingcollectively, for clarity, Contracts that have expired or been terminated with no surviving provisionsthe “Material Contracts”): (i) any Contract for to which both IWEST and any Service Provider is a party including, but not limited to, the purchase of servicesAdvisory Agreement and the Management Agreements and any other Contracts, equipmentagreements or arrangements between IWEST and any Service Provider (the “IWEST/Service Provider Agreements”); provided, materialsthat the Service Providers shall not be required to list in the Service Provider Disclosure Schedule the separate management agreements with respect to particular properties owned by IWEST or its Affiliates, products, or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000even though such separate management agreements shall constitute Material Contracts; (ii) any Contract note, mortgage, indenture or other obligation or agreement or other instrument for or relating to indebtedness for borrowed money, or evidencing Indebtednessany capitalized lease obligations, or any guarantee of third-party obligations, of more than $25,000 individually, or under which a Lien has been imposed on any Service Provider’s assets, tangible or intangible, other than Permitted Liens; (iii) joint venture or partnership agreements in which any Contract with Service Provider is a member, partner or other participant, any Governmental Authorityagreements or arrangements including a sharing of profit or loss, or any agreements or arrangements that are treated as partnerships for Tax purposes, other than Holdco; (iv) Contracts by their terms expressly prohibiting, restricting or otherwise limiting the ability of any Contract Service Provider or, after the Mergers, IWEST and its Affiliates, to compete with any Affiliate of the SellerPerson, engage in its business or operate in any geographical area; (v) other than this Agreement and other than the Stockholder Agreements, any employmentstock purchase agreements, independent contractor asset purchase agreements and other acquisition or consulting Contract (excluding offer letters on the Seller’s standard forms provided divestiture agreements relating to the Buyer)acquisition, lease or disposition by any Service Provider of assets and properties or any Equity Interest of such Service Provider; (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing involving aggregate annual payments reasonably expected to be in excess of $25,000 to be made by or exclusivity agreement or other arrangement that would prevent, restrict or limit in to any way Service Provider after the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic locationdate of this Agreement; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000Employee Arrangements; (viii) any Contract for the sale or purchase of any tangible personal property in an amount that requires making capital expenditures in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property25,000; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individuallyleases with respect to Leased Real Property; (x) Licenses, Software license or telecommunication services agreements (excluding material shrinkwrap, clickwrap and commercially available off-the-shelf Software licenses); provided, that this clause shall cover any material licenses acquired or used by any Service Provider pursuant to a volume purchase agreement, enterprise license agreement providing for the payment or receipt of royalties or other compensation by the Selleragreement, or the license of any material Intellectual Property Assets similar arrangement by which will extend over a period of at least one year, or involve consideration in excess of $20,000 individuallysuch Service Provider is permitted to acquire rights to use multiple licenses; (xi) Contracts, other than the Stockholder Agreements and the Services Agreements, between any joint venture Service Provider, on the one hand, and any of IREIC, any Stockholder or partnershipany Affiliate thereof, merger, asset or stock purchase or divestiture Contract;on the other hand; and (xii) any material Contract involving the provision of services by any Service Provider to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Businessthan IWEST and its Affiliates. (b) The Seller Each Service Provider has furnished to IWEST or its representatives true and complete copies of the Material Contracts (or, where applicable, representative forms thereof), as in effect on the date of this Agreement. There are no oral Contracts to which any Service Provider is not a party or by which any of the assets of any Service Provider are bound or affected that would be a “Material Contract” if in material written form. (c) Each Material Contract and all Contracts that may be entered into by any Service Provider after the date hereof and before the Closing which, but for the date on which such Contract was entered into, would otherwise be a Material Contract (the “New Material Contracts”), is or will be in full force and effect and is or will be a legal, valid, binding and enforceable obligation of the Service Provider party thereto and, to the Knowledge of the Service Providers, each other party thereto, subject in each case to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). No Service Provider or, to the Knowledge of the Service Providers, any other party to such Scheduled Contract or New Material Contract, is in breach of, of or material in default under, any Assigned Contract. To and, to the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements Knowledge of such Assigned Contract. To the Seller’s KnowledgeServices Providers, no event has occurred which with notice or circumstance exists that may contravene, conflict withlapse of time, or result in both, would become a violation breach of or breach a default under, such Material Contract or New Material Contract or permit the termination, modification or acceleration of any obligations under any Material Contract or New Material Contract. No party has repudiated any terms of any Material Contract or New Material Contract, and there are no negotiations of, rights to renegotiate or give the Seller’s attempts to renegotiate any amounts paid or any other Person, the right to declare a default or exercise any remedy under, payable by or to accelerate any Service Provider under any Material Contract or New Material Contract, and no party has made any demand for such renegotiation. No Material Contract contains, and no New Material Contract will contain, any provision providing that the maturity or performance of, or to cancel, other party may terminate, or modify, receive any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to additional or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default accelerated benefit under, any Assigned Contractsuch Material Contract or New Material Contract as a result of the consummation of the transactions contemplated by this Agreement.

Contracts. (aExcept as set forth in Schedule 3.2(o) Schedule 4.6 sets forth all Contracts and except for --------- --------------- lessee leases, to which the Seller knowledge of ▇▇▇▇▇▇ with respect to the ▇▇▇▇▇▇ Assets or the Business, no ▇▇▇▇▇▇ Entity is a party or otherwise to, nor bound that by, nor are any of the following nature (excluding, for clarity, Contracts that have expired ▇▇▇▇▇▇ Assets or been terminated with no surviving provisions):the Business subject to: (i) any Contract for the purchase of services, equipment, materials, products, or supplies that contract which (aA) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed entered into or received in the ordinary course of business of the ▇▇▇▇▇▇ Entities and which expressly requires payment by is not consistent with prior practice of the Seller ▇▇▇▇▇▇ Entities, or (B) involves the bulk or wellhead purchase, sale or transfer of in the aggregate more than $50,0005,000 barrels of oil per day; (ii) any Contract relating to mortgage, pledge or evidencing Indebtednessother form of secured indebtedness for borrowed money; (iii) any Contract with debentures, notes or installment obligations, other than accounts payable arising in the ordinary course of business of the ▇▇▇▇▇▇ Entities, or other instruments for or relating to any Governmental Authorityborrowing of money by any ▇▇▇▇▇▇ Entity; (iv) any Contract with guaranty of any Affiliate obligation for borrowings or otherwise, excluding endorsements made for collection, and any other guaranty, which has not been entered into in the ordinary course of business of the Seller▇▇▇▇▇▇ Entity; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase lease of any tangible personal property of the ▇▇▇▇▇▇ Assets (other than inventory and other than in an amount in excess the ordinary course of $20,000 individually, business) or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more inventory other than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiiivi) any confidentialitycontract pursuant to which a ▇▇▇▇▇▇ Entity is obligated to make payments, secrecycontingent or otherwise, on account of or arising out of the prior acquisition of the business, or non-disclosure agreement entered into outside all or substantially all of the ordinary course assets or stock, of business;other companies or any division thereof; or (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvivii) any other Contractcontract, whether agreement or other instrument not made entered into in the ordinary course of business that which is material to the Business and not excluded by reason of the provisions of clauses (i) through (vi), inclusive, of this subsection. Except as would not have a MAE with respect to the Business, all contracts referred to in Schedule 3.2(o) which are contracts assigned to Genesis OLP are --------------- legal, valid and binding obligations of the ▇▇▇▇▇▇ Entities enforceable against them in accordance their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally or as may be limited by the availability of equitable remedies, including specific performance, subject to the discretion of the court before which any proceeding therefor may be brought. Except as set forth on Schedule 3.2(o), such assigned contracts have not been amended except in the --------------- ordinary course of business and additions or deletions of leases pursuant to such assigned contracts in the ordinary course of business. To the best knowledge of ▇▇▇▇▇▇, assets(i) none of the ▇▇▇▇▇▇ Entities is in default, liabilitiesand no notice of alleged default has been received by any ▇▇▇▇▇▇ Entity, condition under any of such contracts which are assigned contracts and (financial ii) no other party thereto is in default or otherwisealleged to be in default thereunder. Except as separately identified in Schedule 3.2(o), each of the assigned contracts of the ▇▇▇▇▇▇ --------------- Entities set forth on Schedule 3.2(o) may be assigned by the ▇▇▇▇▇▇ Entities to --------------- Genesis OLP without the consent of any Person except such, individually or results in the aggregate, as would not have a MAE on the Business. To the best knowledge of operations ▇▇▇▇▇▇, the rights of the ▇▇▇▇▇▇ Entities under all assigned contracts that are set forth in Schedule 3.2(o) are --------------- owned or possessed by the ▇▇▇▇▇▇ Entities free and clear of all Liens, except such as would not have a MAE with respect to the Business. Except as set forth on Schedule 3.2(o), ▇▇▇▇▇▇ does not know of any cancellation, and no ▇▇▇▇▇▇ --------------- Entities has received any written threat to cancel or not to renew or extend, any such contract which is an assigned contract by or from any other party thereto. To the extent that there are any exchange imbalances relating to assigned contracts that are contracts for the exchange of liquid hydrocarbons, such imbalances are to be settled in the ordinary course of business and consistent with past practice and would not have a MAE on the Business. (b) The Seller is not in material breach of, or material default under, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contract.

Contracts. (ai) Section 3.11(d)(i) of the Disclosure Schedule 4.6 sets forth a true, correct and complete list, as of the Agreement Date, of all Contracts to which the Seller Group Companies is a party or otherwise by which the Group Companies is bound that are of pursuant to which any Intellectual Property Right or Technology is licensed to the following nature Group Companies (excludingother than, for claritylisting purposes only (A) non-exclusive software licenses or software-as-a-service agreements with respect to Commercially Available Software that is not incorporated into any Company Product, Contracts (B) nondisclosure agreements entered in the Ordinary Course of Business, (C) Personnel Agreements (as defined below), and (D) licenses for “off-the-shelf” Technology that have expired or been terminated with no surviving provisions): (i) is not incorporated into any Contract for the purchase of services, equipment, materials, products, or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000;Company Product). (ii) Section 3.11(d)(ii) of the Disclosure Schedule sets forth a true, correct and complete list, as of the Agreement Date, of each license or Contract to which any Contract relating of the Group Companies is a party or by which the Group Companies is bound pursuant to which any of the Group Companies has granted to any Person any license under, agreed not to assert or evidencing Indebtedness;enforce, or in which any Person has otherwise received or acquired any right to own or use (whether or not currently exercisable) any Company Owned IP (other than, for listing purposes only (A) nondisclosure agreements entered in the Ordinary Course of Business; (B) nonexclusive, term-limited licenses to provide the Company Products to any of the Group Companies’ customers entered in the Ordinary Course of Business under a Standard Form Agreement without material deviation from the Intellectual Property Rights provisions set forth therein; and (C) access or incidental licenses to use Intellectual Property Rights or Technology granted under Personnel Agreements). (iii) any The Company has made available to Buyer a true, correct and complete copy of each standard form of Contract with any Governmental Authority; (iv) any Contract with any Affiliate currently used by each of the Seller; Group Companies in connection with the business of each of the Group Companies, including (vas applicable) each of its unmodified standard forms of: (A) Employee Agreement containing any employment, assignment or license of Intellectual Property Rights or any confidentiality provision; (B) consulting or independent contractor agreement containing any assignment or consulting Contract license of Intellectual Property Rights or any confidentiality provision; (excluding offer letters C) confidentiality or nondisclosure agreement; and (D) nonexclusive terms of service or software-as-a-service agreements containing any license of or agreement to provide access to (on the Seller’s standard forms provided to the Buyer); a hosted basis) Company Products (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contractcollectively, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b“Standard Form Agreements”), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business. (b) The Seller is not in material breach of, or material default under, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contract.

Contracts. (a) Section 2.15 of the Disclosure Schedule 4.6 sets forth all Contracts lists the following agreements (written or oral) to which the Seller is a party or otherwise bound that are as of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):date of this Agreement: (i) any Contract agreement (or group of related agreements) for the purchase lease of services, equipment, materials, products, personal property from or supplies that (a) involves to third parties providing for lease payments by the Seller in excess of more $25,000 per annum or having a remaining term longer than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000twelve months; (ii) any Contract agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Seller has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any products or evidencing Indebtednessterritory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any Contract with any Governmental Authorityagreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (iv) any Contract with agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any Affiliate of the Sellerits assets, tangible or intangible; (v) any employment, independent contractor agreement for the disposition of any significant portion of the assets or consulting Contract business of the Seller (excluding offer letters on other than sales of products in the Seller’s standard forms provided to Ordinary Course of Business) or any agreement for the Buyeracquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing agreement concerning exclusivity or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic locationconfidentiality; (vii) any Contract pursuant to which the Seller are the lessee employment or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000consulting agreement; (viii) any Contract for agreement involving any current or former officer, director or stockholder of the sale Seller or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real propertyAffiliate thereof; (ix) any Contract agreement under which the consequences of a default or commitment for capital expenditures of more than [$20,000] individuallytermination would reasonably be expected to have a Seller Material Adverse Effect; (x) any license agreement providing which contains any provisions requiring the Seller to indemnify any other party (excluding indemnities contained in agreements for the payment purchase, sale or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period products entered into in the Ordinary Course of at least one year, or involve consideration in excess of $20,000 individuallyBusiness); (xi) any joint venture agreement that could reasonably be expected to have the effect of prohibiting or partnership, merger, asset impairing the conduct of the business of the Seller or stock purchase or divestiture Contractany of its subsidiaries as currently conducted and as currently proposed to be conducted by the Seller; (xii) any Contract to provide a guarantyagreement under which the Seller is restricted from selling, indemnification, reimbursement, contribution, assumption licensing or endorsement ofotherwise distributing any of its technology or products, or any substantially similar commitment with respect providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the obligations, Liabilities market or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course line of business; (xiii) any confidentiality, secrecy, agreement which would entitle any third party to receive a license or non-disclosure agreement entered into outside any other right to Intellectual Property of the ordinary course Buyer or any of business;the Buyer’s Affiliates following the Closing; and (xiv) any Contract that results in any Person holding a power other agreement (or group of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xvrelated agreements) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether either involving more than $25,000 or not made entered into in the ordinary course Ordinary Course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business. (b) The Seller has delivered or made available to the Buyer a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.15 of the Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is not legal, valid, binding and enforceable subject to the Enforceability Exception and in material breach offull force and effect; (ii) for those agreements to which the Seller is a party, the agreement is assignable by the Seller to the Buyer without the consent or material default underapproval of any party (except as set forth in Section 2.4 of the Disclosure Schedule) and will continue to be legal, valid, binding and enforceable subject to the Enforceability Exception and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Seller nor, to the knowledge of the Seller, any Assigned Contract. To the Seller’s Knowledgeother party, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred breach or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contractsuch agreement, and no event has occurred, is pending or, to the knowledge of the Seller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Seller or, to the knowledge of the Seller, any other party under such agreement.

Contracts. (a) Schedule 4.6 sets forth 2.20 of the Disclosure Schedule contains a true and complete list of each of the following Contracts or other arrangements (true and complete copies, together with all Contracts amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement), to which any of the Seller Companies is a party or otherwise bound that are by which any of their respective Assets and Properties is bound: (A) all written or unwritten Contracts which involve the payment or potential payment, pursuant to the terms of any such Contract, by or to any of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions): (i) any Contract for the purchase of services, equipment, materials, products, or supplies that (a) involves payments by the Seller Companies of more than $50,000 individually on annually (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, the name, position and rate of compensation of each Person party to such a Contract and the expiration date of each such Contract, and (B) any written (or unwritten representations made by Thom▇▇ ▇. ▇▇▇▇▇▇▇▇) ▇▇presentations, commitments, promises, communications or courses of conduct (excluding Benefit Plans and any such Contracts referred to in clause (A)) involving an annual basis obligation of any of the Companies to make payments in any year, other than with respect to salary or (b) which has not been fully performed and which expressly requires payment by incentive compensation payments in the Seller ordinary course of more than $50,000business, to any employee; (ii) all Contracts with any Contract relating Person containing any provision or covenant prohibiting or limiting the ability of any of the Companies to engage in any business activity or evidencing Indebtednesscompete with any Person or, except as provided in Section 4.11, prohibiting or limiting the ability of any Person to compete with any of the Companies; (iii) any Contract all partnership, joint venture, shareholders' or other similar Contracts with any Governmental AuthorityPerson whether written or unwritten; (iv) all Contracts relating to Indebtedness of any Contract with any Affiliate of the Companies, except loans secured by life insurance contracts to be transferred to either Seller at Closing, which loans will be assumed by the appropriate Seller; (v) any employmentall written or unwritten Contracts with distributors, independent contractor dealers, representatives, sales agencies or consulting Contract (excluding offer letters on franchisees which involve the Seller’s standard forms provided payment or potential payment, pursuant to the Buyer)terms of any such Contract, by or to any of the Companies of more than $50,000 annually; (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing all written or exclusivity agreement unwritten Contracts relating to (A) the future disposition or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase acquisition of any tangible personal property in an amount in excess of $20,000 individuallyAssets and Properties, other than dispositions or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made acquisitions in the ordinary course of business consistent with past practice, and (B) any merger or other business combination; (vii) all written or unwritten Contracts between or among any of the Companies, on the one hand, and a Seller, any officer, director, Affiliate (other than any of the Companies) or Associate of a Seller or any Associate of any such officer, director or Affiliate, on the other hand; (viii) all collective bargaining or similar labor Contracts; (ix) all Contracts that is material (A) limit or contain restrictions on the ability of any of the Companies to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or engages or to engage in any business combination or (B) require any of the Companies to maintain specified financial ratios or levels of net worth or other indicia of financial condition; and (x) all other Contracts (other than Benefit Plans, leases listed in Schedule 2.17 of the Disclosure Schedule and insurance policies listed in Schedule 2.22 of the Disclosure Schedule) that (A) involve the payment or potential payment, pursuant to the businessterms of any such Contract, assets, liabilities, condition (financial by or otherwise) or results of operations to any of the BusinessCompanies of more than $50,000 annually and (B) cannot be terminated within thirty (30) days after giving notice of termination without resulting in any material cost or penalty to any of the Companies. (b) The Seller is not in material breach of, or material default under, any Assigned Contract. To the Knowledge of each Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract required to be disclosed in Schedule 2.20 of the Disclosure Schedule is in full compliance force and effect and constitutes a legal, valid and binding agreement of the Company which is a party to such contract and enforceable against such Company in accordance with all applicable terms its terms; and requirements except as disclosed in Schedule 2.20 of the Disclosure Schedule to the Knowledge of each Seller none of the Companies nor any other party to such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict withContract is, or result has received, written notice that it is in a violation or breach of, of or give the Seller’s default under any such Contract (or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any with notice or other communication (whether oral lapse of time or written) regarding any actualboth, alleged, possible, or potential would be in violation or breach of, of or default under, under any Assigned such Contract) in any material respect.

Contracts. (a) Section 2.11(a) of the Disclosure Schedule 4.6 sets (with paragraph references corresponding to those set forth below) contains a true and complete 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 thereof, together with all Contracts amendments and supplements thereto and all waivers of any terms thereof, have been made available previously to Acquirer prior to the execution of this Agreement), to which the Seller Company is a party or otherwise bound that are by which any of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):its Assets and Properties is bound: (i) any Contract for the purchase of services, equipment, materials, products, or supplies that (a) involves payments is not terminable by the Seller of more than $50,000 individually on an annual basis Company upon thirty (30) days (or (bless) which has not been fully performed and which expressly requires payment notice by the Seller of more than $50,000Company without penalty or obligation to make payments based on such termination; (ii) any Contract relating to all partnership or evidencing Indebtednessjoint venture Contracts; (iii) any Contract with any Governmental Authorityall Contracts relating to Indebtedness in an amount of $10,000 (other than Permitted Indebtedness); (iv) any trust indenture, mortgage, promissory note, loan agreement or other Contract with for the borrowing of money, any Affiliate currency exchange, commodities or other hedging arrangement or any leasing transaction of the Sellertype required to be capitalized in accordance with GAAP (other than Permitted Indebtedness); (v) any employmentall Contracts entered into outside the ordinary course of business (A) with independent contractors, independent contractor distributors, dealers, manufacturers’ representatives, sales agencies or consulting Contract franchisees, (excluding offer letters on the Seller’s standard forms provided B) with aggregators, manufacturers and equipment vendors, and (C) with respect to the Buyer)sale of services, products or both, to customers; (vi) all guarantees of any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement Indebtedness or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use obligations to any Person, (a) including, but not limited to, any real property or (b) any tangible personal property andagreement of guarantee, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guarantysupport, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person (other than Permitted Indebtedness); (vii) all Contracts between or among the Company, on the one hand, and any current officer, director, stockholder, Affiliate or Associate of the Company or any Associate of any such officer, director, stockholder or Affiliate, on the other hand; (viii) all collective bargaining or similar labor contracts; (ix) all Contracts that (A) limit or contain restrictions on the ability of the Company to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness (other than Permitted Indebtedness), to incur or suffer to exist any Lien (other than Permitted Liens), to purchase or sell any Assets and Properties, (B) require the Company to maintain specified financial ratios or levels of net worth or other indicia of financial condition or (C) require the Company to maintain insurance in certain amounts or with certain coverages; (x) any Contract that expires or may be renewed at the option of any Person other than the Company, so as to expire more than one (1) year after the date of this Agreement; (xi) any Contract containing any covenant (A) limiting in any material respect the right of the Company to engage or compete in any line of business or in any area or territory, to make use of any material Intellectual Property owned by the Company or to compete with any Person, except commercial Contracts containing standard indemnification provisions entered into (B) granting any exclusive distribution rights, (C) providing “most favored nations” terms for Company products or services, in each case, where such Contract adversely affects or would reasonably be expected to adversely affect the ordinary course right of business;the Company to sell, distribute or manufacture any Company products or services or material Intellectual Property owned by the Company or to purchase or otherwise obtain any material software, components, parts or subassemblies; and (xii) all powers of attorney and comparable delegations of authority; and (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xivall other Contracts not otherwise required to be disclosed above in Section 2.11(a) any Contract that results in any Person holding a power of attorney that relates to the Sellerhereof, the Business, loss of which could reasonably be expected to have a Material Adverse Effect on the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the BusinessCompany. (b) The Seller Each Contract to which the Company is a party required to be disclosed in Section 2.11(a) of the Disclosure Schedule is in full force and effect with the respect to the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to and limited by the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, conservatorship, arrangement, moratorium and other similar laws affecting or relating to the rights of creditors generally. (c) Except as set forth in Section 2.11(b) of the Disclosure Schedule: (i) the Company has not in material breach ofviolated or breached, or material committed any default under, any Assigned Contract. To Contract to which it is a party in any material respect, and, to the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the SellerCompany’s Knowledge, no event other Person has occurred violated or circumstance exists that may contravene, conflict withbreached, or result in a violation or breach of, or give the Seller’s or committed any other Person, the right to declare a default or exercise any remedy under, or to accelerate any such Contract in any material respect; (ii) since the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Balance Sheet Date, the Seller Company has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, actual or potential possible violation or breach of, or default under, any Assigned Contract; and (iii) since the Balance Sheet Date, the Company has not waived any of its material rights under any material Contract. (d) The Company is not a party to or bound by any Contract that automatically terminates or allows termination by the other party thereto upon consummation of the transactions contemplated by this Agreement.

Contracts. (a) Schedule 4.6 sets forth all Section 3.5(a) of the Company Disclosure Schedules lists, as of the date of this Agreement, the following types of Contracts and agreements (other than Company Benefit Plans) to which the Seller any Group Company is a party party, or otherwise to the Company’s knowledge, by which any Group Company is bound or to which any Group Company or any of their respective assets or properties are subject that are in effect as of the following nature date of this Agreement (excludingeach Contract required to be set forth in Section 3.5(a) of the Company Disclosure Schedules, for claritytogether with all amendments, Contracts that have expired waivers or been terminated with no surviving provisionsother changes thereto, a “Material Contract”): (i) any Contract for the purchase of services, equipment, materials, productsobligations of, or supplies that (a) involves payments by to, any of the Seller Group Companies of more than $50,000 individually on an annual basis 1,000,000 or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000more; (ii) any Contract relating to outstanding Indebtedness (other than capitalized lease obligations incurred in the Ordinary Course) of $1,000,000 or evidencing Indebtednessmore, including any convertible debt/equity instruments; (iii) any real property leasehold, license or other occupancy interest (“Real Property Lease”); (iv) any Contract (A) pursuant to which the Group Companies grant any right or license under any Owned Intellectual Property to any Person (excluding non-exclusive licenses granted to customers and service providers of the Group Companies in the Ordinary Course); (B) pursuant to which the Group Companies obtain the right to use any IT Systems or other Intellectual Property owned by another Person that is material to the business of the Group Companies (excluding nonexclusive licenses or other rights granted to any Group Company for standard, generally commercially available IT Systems or other software, products or applications that are non-customized and licensed for a payment of less than $25,000 per annum in the aggregate); (C) that constitutes a concurrent-use agreement, settlement agreement or co-existence agreement with respect to any Owned Intellectual Property; or (D) pursuant to which any Group Company grants any exclusive license of any Intellectual Property to any Person; (v) Grant of rights to Develop, license, or sell any Company Products; (vi) Contracts with any Governmental Authority; (ivvii) Contracts which (A) remain in effect immediately following the Closing and limit the right of any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided Group Company to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit engage in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its line of business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor ofarea, or holdsto Develop, useslicense or sell any Company Products, or makes available for use to compete with any Person; or (B) involve the Development of any material Owned Intellectual Property by any third-party on behalf of any Group Company; or (C) involve any Development of any material Intellectual Property by any Group Company with any third-party or the contribution of any material Intellectual Property by any Group Company to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000third-party; (viii) any Contract for the sale Contracts with an employee or purchase individual independent contractor of any tangible personal property in an amount Group Company that provides for annual base compensation in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property200,000; (ix) Contracts between (A) on the one hand, any Contract of the Group Companies, and (B) on the other hand, any Company Shareholder or commitment any of his, her or its Affiliates, but excluding Contracts for capital expenditures of more than [$20,000] individually;compensation as an employee, director, or individual independent contractor; and (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into that in the ordinary course of business; Company’s determination will be required to be filed with the Proxy/Registration Statement under applicable SEC requirements pursuant to Items 601(b)(1), (xiii) any confidentiality2), secrecy(4), or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise9) or results (10) of operations of Regulation S-K under the BusinessSecurities Act if the Company was the registrant. (b) The Seller is True, correct and complete copies of the Material Contracts have been delivered to or made available to SPAC. (c) Except (i) as does not in material breach ofhave, or material default underwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) for any Assigned Contract. To Material Contract that is terminated or expires following the Seller’s Knowledgedate of this Agreement in accordance with its terms or (iii) as set forth on Section 3.5(c) of the Company Disclosure Schedules, each other Person that has (A) to the knowledge of the Company, all Contracts to which any of the Group Companies is a party or had any obligation or liability under any Assigned Contract is by which its assets are bound are valid, binding and in full compliance with all applicable terms force and requirements of such Assigned Contract. To effect, except as limited by the Seller’s KnowledgeEnforceability Exceptions, and (B) no event Group Company has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy underreceived written notice, or to accelerate the maturity or performance ofknowledge of the Company, oral notice of the intention of any party to any Material Contract to terminate such Material Contract, exercise any option not to renew thereunder, or amend the terms thereof other than modifications in the Ordinary Course that do not materially impair the rights of any Group Company thereunder. None of the Group Companies (nor, to cancel, terminate, or modifythe knowledge of the Company, any Assigned other party to any such Contract. Within ) is or, with the two (2) year period immediately preceding the Closing Dategiving of notice, the Seller has not given to lapse of time or received from otherwise, would be, in default, in any other Person material respect, under any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Material Contract.

Contracts. (a) Each of the Company’s “material contracts” pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC (a “Filed Company Contract”) has been filed with the SEC. (b) Section 4.14(b) of the Company Disclosure Schedule 4.6 sets forth all forth, as of the date of this Agreement, a true and complete list of the following types of Contracts to which the Seller Company or any Company Subsidiary is a party or otherwise bound that are as of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):date of this Agreement: (i) each Contract that contains a non-compete or client, customer or employee non-solicit requirement or any Contract for other provision which materially restricts the purchase ability of services, equipment, materials, products, the Company or supplies that (a) involves payments by the Seller any Company Subsidiaries to compete in any material line of more than $50,000 individually on an annual basis business or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000geographic area; (ii) any each Contract (excluding purchase orders for containers, roll trailers, swap bodies, gensets or similar equipment purchased for leasing to customers in the ordinary course) relating to any Indebtedness (A) of the Company or evidencing Indebtednessany of the Company Subsidiaries or (B) in respect of any asset backed securitization or similar transactions (whether or not off-balance sheet) where the Company or any of the Company Subsidiaries is an originator, in each case with a principal amount in excess of $5,000,000 (whether outstanding or that may be incurred by its terms), other than any such Contract solely between or among the Company and the wholly owned Company Subsidiaries or between or among wholly owned Company Subsidiaries; (iii) each partnership, joint venture, strategic alliance, collaboration or similar Contract relating to the formation, creation, operation, management or control of any Contract with partnership or joint venture or to the ownership of any Governmental Authorityequity interest in any entity or business enterprise; (iv) other than any Filed Company Contracts filed as exhibits (including exhibits incorporated by reference to any Filed Company SEC Documents), each material Contract with between the Company or any of its Subsidiaries, on the one hand, and, on the other hand, any (A) present executive officer or director of either the Company or any of the Company Subsidiaries, (B) record or beneficial owner of more than 5% of the shares of Common Stock outstanding as of the date hereof or (C) to the Knowledge of the Company, any Affiliate of any such executive officer, director or record or beneficial owner of more than 5% of the Sellershares of Common Stock outstanding as of the date hereof (other than the Company or any of the Company Subsidiaries); (v) each Contract relating to the disposition or acquisition by the Company or any employment, independent contractor of the Company Subsidiaries of any business or consulting Contract any amount of assets for an amount (in any transaction or series of related transactions) in excess of $1,000,000 (excluding offer letters on purchase orders for the Seller’s standard forms provided to the Buyerpurchase of shipping containers); (vi) other than Contracts for ordinary repair and maintenance, each Contract providing for the development or construction of, or additions or expansions to, any Contract with a noncompetitionreal property, nonsolicitationunder which the Company or any of the Company Subsidiaries has, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would preventexpects to incur, restrict or limit an obligation in any way excess of $1,000,000 in the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic locationaggregate; (vii) any each Contract with a customer (x) under which the customer leases equipment with a book value greater than $1,000,000 as of the Balance Sheet Date or (y) pursuant to which any customer made payments to the Seller are Company and the lessee or lessor ofCompany Subsidiaries, or holdstaken as a whole, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,0001,000,000 during the 12-month period ended December 31, 2020; (viii) each Contract with a vendor (other than as provided in (ix) below and other than Contracts related to the Company Benefit Plans) under which the Company or any Company Subsidiaries paid an aggregate amount greater than $1,000,000 to purchase goods or services during the year ended December 31, 2020; (ix) each purchase order under which the Company or any Company Subsidiaries paid an aggregate amount greater than $10,000,000 to purchase shipping containers during the year ended December 31, 2020; (x) each Contract involving any settlement, conciliation or similar agreement that is with any Governmental Authority, (A) pursuant to which the Company or any Company Subsidiary is obligated after the date of this Agreement to make any material payment to a Governmental Authority, (B) that would otherwise limit the operation of the Company or any Company Subsidiary (or Parent or any of its other Affiliates) in any material respect after the Closing or (C) that imposes any injunctive or other equitable relief; (xi) any Contract for the sale that contains exclusivity or purchase of any tangible personal property in an amount in excess of $20,000 individually“most favored nation” provisions, or for the sale or purchase (including grants any option to purchase or right of first refusal or right of first negotiation) of offer to any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture ContractPerson; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, that requires the Company or any substantially Company Subsidiary to purchase or sell a minimum quantity of goods or amount of services; (xiii) any stockholders, investors rights, registration rights or similar commitment with respect toagreement or arrangement; (xiv) each Contract that provides for retention, change in control or transaction bonuses or benefits; (xv) each Contract that is a collective bargaining agreement; and (xvi) each Contract pursuant to which the obligationsCompany or any of the Company Subsidiaries (A) obtains any license or covenant not to be sued under any Intellectual Property Rights (other than any non-exclusive licenses for off-the-shelf software that is commercially available); or (B) grants any license or covenant not to be sued under, Liabilities or Indebtedness of any Intellectual Property Rights (other Person, except commercial Contracts containing standard indemnification provisions entered into than non-exclusive licenses granted to customers in the ordinary course of business;). (xiiic) Except for matters which have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Material Contract is a valid, binding and legally enforceable obligation of the Company or one of the Company 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 limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, (ii) each such Material Contract is in full force and effect and (iii) none of the Company or any confidentiality, secrecyof the Company Subsidiaries is (with or without notice or lapse of time, or non-disclosure agreement entered into outside the ordinary course of business; (xivboth) in breach or default under any such Material Contract that results in any Person holding a power of attorney that relates and, to the SellerKnowledge of the Company, no other party to any such Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, except, in the Businesscase of clauses (i) or (ii), with respect to any Material Contract which expires by its terms (as in effect as of the Purchased Assets date hereof) or which is terminated in accordance with the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made terms thereof by the Company in the ordinary course of business that is material consistent with past practice. Except as would not be reasonably expected to have a Company Material Adverse Effect, the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business. (b) The Seller is Company has not received any notice in material breach of, or material default under, writing from any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right Person intends to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modifynot renew, any Assigned Material Contract. Within For purposes of this Section 4.14(c), the two (2) year period immediately preceding reference to “Material Contract” shall include any Contract to which the Company or any of its Subsidiaries becomes party to after the date hereof and prior to the Closing Date, that would constitute a Material Contract if entered into prior to the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contractdate hereof.

Contracts. (a) Section 2.14 of the Disclosure Schedule 4.6 sets forth all Contracts lists the following agreements (written or oral) to which the Seller Company or the Subsidiary is a party or otherwise bound that are as of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):date of this Agreement: (i) any Contract agreement (or group of related agreements) for the purchase lease of services, equipment, materials, products, personal property from or supplies that (a) involves to third parties providing for lease payments by the Seller in excess of more $25,000 per annum or having a remaining term longer than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000one year; (ii) any Contract relating to or evidencing Indebtednessagreement for capital expenditures in excess of $25,000 in the aggregate; (iii) any Contract agreement (or group of related agreements) (A) for the purchase or sale of products or for the furnishing or receipt of services which calls for performance over a period of more than one year, (B) with vendors to the Company that resulted in payments by the Company of over $50,000 in the last full fiscal year or that are reasonably expected to result in payments by the Company of over $50,000 in the current full fiscal year (each, a “Vendor Agreement”), (C) with the customers or clients of the Company that resulted in revenue to the Company of over $50,000 in the last full fiscal year or that are reasonably expected to result in revenue to the Company of over $50,000 in the current full fiscal year (each, a “Client Agreements”), (D) with the distribution partners of the Company that resulted in amounts remitted to a distribution partner by the Company of over $100,000 in the last full fiscal year or that are reasonably expected to result in amounts remitted to a distribution partner by the Company of over $100,000 in the current fiscal year (each, a “Partner Agreement”), or (E) in which the Company or the Subsidiary has granted “most favored nation” pricing provisions or marketing or distribution rights relating to any Governmental Authorityproducts or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iv) any Contract agreements with a third party under which the Company or the Subsidiary is subject to (i) an obligation to provide dedicated personnel or resources to a customer under any Affiliate circumstances, (ii) an obligation to meet minimum performance or service levels or (iii) liability or indemnity obligations that are not limited (other than intellectual property infringement indemnifications, breach of confidentiality indemnifications or indemnifications for the Company’s breach of the Selleragreement contained in customer agreements entered into in the Ordinary Course of Business); (v) any employment, independent contractor agreements with a third party providing for the receipt or consulting Contract expenditure of $50,000 or more that provides such third party with the right to terminate the agreement for convenience (excluding offer letters on the Seller’s standard forms provided to the Buyer)with or without penalty) or upon a change of control; (vi) any Contract with agreement pursuant to which the Company or the Subsidiary has granted or may be obligated to grant in the future, a noncompetition, nonsolicitation, “most-favored-nation” pricing source code license or exclusivity agreement option or other arrangement that would preventright to use or acquire source code, restrict or limit in including any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location;agreements which provide for source code escrow arrangements, (vii) any Contract pursuant to which the Seller are the lessee reseller agreement or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000referral agreement; (viii) any Contract vendor or supplier agreement providing for the sale receipt or purchase of any tangible personal property in an amount in excess expenditure of $20,000 individually, 50,000 or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real propertymore; (ix) any Contract agreement concerning the establishment or commitment for capital expenditures operation of more than [$20,000] individuallya partnership, joint venture or limited liability company; (x) any license agreement providing for the payment (or receipt group of royalties related agreements) under which it has created, incurred, assumed or other compensation by the Sellerguaranteed (or may create, incur, assume or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration guarantee) indebtedness (including capitalized lease obligations) in excess of $20,000 individually50,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (xi) any joint venture agreement for the disposition of any significant portion of the assets or partnership, merger, asset business of the Company or stock purchase the Subsidiary (other than sales of products in the Ordinary Course of Business) or divestiture Contractany agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (xii) any Contract to provide a guarantyagreement concerning noncompetition or, indemnificationon the part of the Company, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness nonsolicitation of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of businessemployees; (xiii) any confidentiality, secrecy, employment or non-disclosure consulting agreement entered into outside or arrangement or other agreement or arrangement that provides for severance payments after the ordinary course of businessMost Recent Balance Sheet Date; (xiv) any Contract that results in agreement (other than employment and similar agreements) involving any Person holding a power current or former officer, director or shareholder of attorney that relates to the Seller, the Business, the Purchased Assets Company or the Assumed Liabilitiesan Affiliate thereof; (xv) any Contract with agreement under which the consequences of a Key Customer default or Key Vendor; andtermination would reasonably be expected to have a Company Material Adverse Effect; (xvi) any agreement which contains any provisions requiring the Company or the Subsidiary to indemnify any other Contractparty (excluding indemnities contained in agreements for the purchase, whether sale or license of products entered into in the Ordinary Course of Business); and (xvii) any other agreement (or group of related agreements) (A) involving more than $50,000, (B) or not made entered into in the ordinary course Ordinary Course of business Business or (C) that is otherwise material to the business, assets, liabilities, condition (financial Company or otherwise) or results of operations of the BusinessSubsidiary. (b) The Seller is not Company has delivered to the Buyer a complete and accurate copy of each agreement listed in material breach ofSection 2.13 or Section 2.14 of the Disclosure Schedule, or material default underwith respect to each such unwritten agreement, the Company has provided a detailed description of the terms of such unwritten agreement. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) except for agreements disclosed on Section 2.4 of the Disclosure Schedule to the extent the required consent or waiver has not been obtained or the required notice has not been given and other than agreements terminated prior to Closing in accordance with the terms thereof, the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor the Subsidiary nor, to the knowledge of the Company, any Assigned Contract. To the Seller’s Knowledgeother party, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred breach or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contractsuch agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or the Subsidiary or, to the knowledge of the Company, any other party under such agreement.

Contracts. (a) Schedule 4.6 sets Except as set forth all Contracts in Section 4.23 of the Company Disclosure Letter, as of the date of this Agreement, none of the Company, any Post-Restructuring Company Subsidiary or any Purchased Entity is party to or bound by any Contract (other than (x) any Contract solely between or among one or more Purchased Entities, on the one hand, and one or more Drilling Partnerships, on the other hand and (y) any partnership agreement relating to a Drilling Partnership to which neither the Seller Company nor any of the Post-Restructuring Company Subsidiaries is a party or otherwise bound that are of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):party) that: (i) materially limits or otherwise materially restricts in any Contract for material respect the purchase Company or any of servicesthe Post-Restructuring Company Subsidiaries (or, equipmentafter the Effective Time, materialsthe Surviving Corporation or any of its Subsidiaries or purportedly Parent or any of its Subsidiaries) from (1) engaging or competing in any material line of business, productsin any geographical location or with any Person, (2) selling any products or supplies that (a) involves payments by the Seller services of more than $50,000 individually on an annual basis or to any other Person or in any geographic region or (b3) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000obtaining products or services from any Person; (ii) includes any Contract relating “most favored nations” terms and conditions (including with respect to or evidencing Indebtedness; (iii) pricing), any Contract with exclusive dealing arrangement, any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in grants any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiationoffer or similar right or that limits or purports to limit in any material respect the ability of the Company or any of the Post-Restructuring Company Subsidiaries (or, after the Effective Time, the Surviving Corporation, Parent or any of their respective Subsidiaries) to own, operate, sell, transfer, pledge or otherwise dispose of any real propertymaterial assets or business (excluding, in respect of each of the forgoing, customary joint operating agreements); (iii) is a joint venture or partnership agreement that either (A) is material to the operation of the Company and the Post-Restructuring Company Subsidiaries after the consummation of the Restructuring Transactions, taken as whole, or (B) would reasonably be expected to require the Company and the Post-Restructuring Company Subsidiaries to make expenditures in excess of $10 million in the aggregate during the 12-month period following the date hereof; (iv) is a loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment of the Company or any Post-Restructuring Company Subsidiary (other than those between the Company and Company Subsidiaries, directly or indirectly, wholly-owned by the Company) relating to Indebtedness for borrowed money in an amount in excess of $10 million individually; (v) is a Derivative Contract of the Company or any Company Subsidiary; (vi) is an acquisition agreement, asset purchase or sale agreement, stock purchase or sale agreement or other similar agreement pursuant to which (A) the Company or a Post-Restructuring Company Subsidiary reasonably expects that it is required to pay total consideration (including assumption of debt) after the date hereof to be in excess of $10 million or (B) any other Person has the right to acquire any assets of the Company or any of the Post-Restructuring Company Subsidiaries (or any interests therein) after the date of this Agreement with a fair market value or purchase price of more than $10 million, in either case other than any of the Restructuring Agreements; (vii) is an agreement providing for the sale by the Company or any of the Post-Restructuring Company Subsidiaries of Hydrocarbons which contains a “take-or-pay” clause or any similar prepayment or forward sale arrangement or obligation, in each case, in excess of $10 million (excluding, “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor; (viii) is an agreement pursuant to which the Company or any of the Post-Restructuring Company Subsidiaries have paid amounts associated with any Production Burden in excess of $10 million during the immediately preceding fiscal year or with respect to which the Company reasonably expects that it and the Post-Restructuring Company Subsidiaries will make payments associated with any Production Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $50 million per year; (ix) is a transportation agreement to which the Company or any Contract or commitment for capital expenditures Post-Restructuring Company Subsidiary is a party involving the transportation of more than [$20,000] individually10 MMcf (or the MMBtu equivalent) of Hydrocarbons per day (calculated on a yearly average basis); (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Selleris a joint development agreement, exploration agreement, or acreage dedication agreement (excluding, in respect of each of the license foregoing, customary joint operating agreements) that either (A) is material to the operation of any material Intellectual Property Assets which will extend over the Company and the Post-Restructuring Company Subsidiaries after giving effect to the Restructuring Transactions, taken as a period of at least one yearwhole, or involve consideration (B) would reasonably be expected to require the Company and the Post-Restructuring Company Subsidiaries to make expenditures in excess of $20,000 individually;10 million in the aggregate during the 12-month period following the date hereof; or (xi) is a settlement or similar agreement with any joint venture Governmental Entity or partnershiporder or consent of a Governmental Entity to which the Company, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, of the Post-Restructuring Company Subsidiaries or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets Entities is subject involving future performance by the Company, any of the Post-Restructuring Company Subsidiaries or any of the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that Purchased Entities which is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations Company and the Post-Restructuring Company Subsidiaries after the consummation of the BusinessRestructuring Transactions, taken as a whole; (each such Contract required to be listed in Section 4.23 of the Company Disclosure Letter and any Contract of the Company or of any Post-Restructuring Company Subsidiary that is a material Contract required to be filed as an exhibit to the Company 10-K pursuant to Item 601(b)(10) of Regulation S-K of the SEC, a “Material Contract”). (b) The Seller Except as, individually or in the aggregate, has not been or would not reasonably be expected to be material to the Company and the Post-Restructuring Company Subsidiaries after the consummation of the Restructuring Transactions, taken as a whole, each Material Contract is a valid and binding obligation of the Company, a Post-Restructuring Company Subsidiary or a Purchased Entity and, to the knowledge of the Company, is in full force and effect and, to the Company’s knowledge, is enforceable against the other party or parties thereto in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles), subject to scheduled expirations. Except for breaches, violations or defaults as, individually or in the aggregate, have not in been and would not reasonably be expected to be material breach to the Company and the Post-Restructuring Company Subsidiaries after the consummation of the Restructuring Transactions, taken as a whole, none of the Company, any Post-Restructuring Company Subsidiary or any Purchased Entity, nor to the Company’s knowledge any other party to a Material Contract, has violated any provision of, or material taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default underunder the provisions of such Material Contract, and none of the Company, any Assigned Contract. To the Seller’s KnowledgePost-Restructuring Company Subsidiaries or any Purchased Entity has received written notice since January 1, each other Person 2008 that it has breached, violated or had any obligation or liability defaulted under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Material Contract.

Contracts. (a) Schedule 4.6 sets forth all Appendix B of this Agreement provides an accurate list of the following Contracts to which the any Seller Company is a party or otherwise by which any Seller Company is bound that are is primarily used in, or otherwise necessary for, the operation of the following nature Business (excludingcollectively, for clarity, Contracts that have expired or been terminated with no surviving provisionsthe “Business Contracts”): (i) each Contract (other than purchase orders for Inventory) that involves performance of services or delivery of goods or materials by any Contract for the purchase Seller Company of services, equipment, materials, products, an amount or supplies that (a) involves payments by the Seller value in excess of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000; provided, that Seller shall not be required to list any customer Contract; (ii) each Contract (other than purchase orders for Inventory) that involves performance of services or delivery of goods or materials to any Contract relating to Seller Company of an amount or evidencing Indebtednessvalue in excess of $25,000; (iii) any each Contract with any Governmental Authorityin respect of Business Intellectual Property (other than licenses for shrinkwrap, clickwrap or other similar commercially available off-the-shelf software that has not been modified or customized by a third party for the Business); (iv) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Contract Seller Company with any Affiliate of the Sellerother Person; (v) any employment, independent contractor agreement relating to indebtedness for borrowed money or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer)extensions of credit; (vi) each Contract containing covenants that restrict the business activity of any Contract with a noncompetitionSeller Company, nonsolicitationincluding, “most-favored-nation” pricing or but not limited to, any exclusivity agreement or other arrangement that would preventcovenants, restrict or limit the freedom of any Seller Company to engage in any way the Seller or, line of business or to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in compete with any manner or in any geographic locationPerson; (vii) any Contract pursuant agreement providing for indemnification by any Seller Company, other than indemnification provided to which the Seller are the lessee customers or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, vendors in the case Ordinary Course of clause (b), that involves an aggregate amount in excess of $20,000Business; (viii) any Contract for consultant or contractor of the sale Business, other than at-will arrangements that do not include severance or purchase “change of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property;control” provisions; and (ix) any Contract each amendment, supplement, and modification (whether oral or commitment for capital expenditures of more than [$20,000] individually; (xwritten) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license in respect of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Businessforegoing. (b) The Except as otherwise might be noted in this Agreement or any associated Transaction Documents, as of the date hereof, all of the Business Contracts are in full force and effect and are enforceable in accordance with their terms except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, and (ii) is subject to general principles of equity. (c) Except as otherwise might be noted in this Agreement or any associated Transaction Documents, as of the date hereof, no Seller is not in material breach of, or material default under, any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract Company is in full compliance with all applicable terms breach in any material respect of or default under (and requirements of such Assigned Contract. To the Seller’s to Sellers’ Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any which with notice or other communication (whether oral the passage of time or written) regarding both would constitute a breach in any actual, alleged, possible, or potential violation or breach of, material respect of or default under) any Business Contract nor, to Sellers’ Knowledge, is any Assigned other party to any such Business Contract in breach in any material respect of or default under such Business Contract.

Contracts. (a) Schedule 4.6 sets As of the date of this Agreement, except for Contracts set forth all Contracts in Section 4.20(a) of the Company Disclosure Letter or filed as exhibits to which or incorporated by reference in the Seller Company SEC Reports, neither the Company nor any of its Subsidiaries is a party to or otherwise bound that are of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions): by any Contract: (i) any Contract for which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the purchase Securities Act) to be performed in full or in part after the date of services, equipment, materials, products, or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000; this Agreement; (ii) any Contract relating to which is a joint venture or evidencing Indebtedness; similar agreement for a Company Joint Venture; (iii) which constitutes a contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any Contract with any Governmental Authority; (ivasset) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually2,500,000, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more other than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into trade payables incurred in the ordinary course of business; business that are not past due and any such contract or commitment solely between or among any of the Company and its Subsidiaries; (xiiiiv) which constitutes a Contract, other than those contracts or commitments described in (iii) above, that by its terms calls for aggregate payments by the Company or any confidentialityof its Subsidiaries under such Contract of more than $10 million over the remaining term of such Contract or commitment, secrecy(v) which creates any material partnership, limited liability company agreement, joint venture or other similar agreement entered into with any third party; (vi) which contains any provision that would restrict or limit, in any material respect, the ability of the Company, any of its Subsidiaries, any Affiliate of the Company other than the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries to conduct any business after the Effective Time; (vii) which provides for the purchase, sale or exchange of, or non-disclosure option to purchase, sell or exchange, any Company Property or any asset that if purchased by the Company or any of its Subsidiaries would be a Company Property; (viii) which is (A) a contract or agreement pursuant to which the Company or any of its Subsidiaries agrees to indemnify or hold harmless any director or executive officer of the Company or any of its Subsidiaries (other than the organizational documents for the Company or any of its Subsidiaries) or (B) a contract entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that has a continuing indemnification obligation to any third party which is material to the business, assets, liabilities, condition Company and its Subsidiaries taken as a whole; (financial ix) which is a voting agreement or otherwiseregistration rights agreement; or (x) which is a commitment or results of operations agreement to enter into any of the Businessforegoing. (b) The Seller Section 4.20(b) of the Company Disclosure Letter sets forth a true and correct list of each Contract to which the Company or any of its Subsidiaries is a party that provides for the management or operation, by the Company or any of its Subsidiaries, of any Facility that is not Company Property (each, a “Company Management Agreement”), including the names of each such Facility and the counterparty to such Company Management Agreement. (c) The Contracts of the types set forth in subsections (i)-(iv) of Section 4.20(a) and in Section 4.20(b) are collectively referred to herein as the “Disclosed Contracts.” (For purposes of clarification, each “material breach ofcontract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, whether or not filed with the SEC, is a Disclosed Contract.) The Company has heretofore made available to Parent complete and correct copies of each Disclosed Contract in existence as of the date hereof, together with any and all material default underamendments and material supplements thereto and material “side letters” and similar material documentation relating thereto, other than any Assigned Contract. To such Contracts, amendments, supplements, side letters and similar documentation that are filed as exhibits to or incorporated by reference in the SellerCompany SEC Reports filed prior to the date hereof. (d) (i) Each Disclosed Contract is valid and binding on the Company and any of its Subsidiaries that is a party thereto, as applicable, and, to the Company’s Knowledge, each third party that is a party thereto, and in full force and effect, other Person than any such Disclosed Contract that has expires or had is terminated after the date hereof in accordance with its terms or amended by agreement with the counterparty thereto (provided that if any obligation or liability under any Assigned such Disclosed Contract is so amended in accordance with its terms after the date hereof (provided such amendment is not prohibited by the terms of this Agreement), then to the extent the representation and warranty contained in this sentence is made or deemed made as of any date that is after the date of such amendment, the reference to “Disclosed Contract” in the first clause of this sentence shall be deemed to be a reference to such contract as so amended), except where the failure to be valid, binding and in full compliance with force and effect would not reasonably be expected to have a Material Adverse Effect on the Company, (ii) the Company and each of its Subsidiaries has in all applicable terms material respects performed all obligations required to be performed by it to date under each Disclosed Contract, except where such noncompliance would not reasonably be expected to have a Material Adverse Effect on the Company, and requirements (iii) neither the Company nor any of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach its Subsidiaries knows of, or give has received notice of, the Seller’s existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any other Personof its Subsidiaries under any such Disclosed Contract, except where such default would not reasonably be expected to have a Material Adverse Effect on the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned ContractCompany.

Contracts. (a) Other than those (x) identified in Section 3.13(a) of the Company Disclosure Schedule 4.6 sets forth all Contracts (y) filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007, or (z) under which neither the Seller Company nor any of its Subsidiaries has any remaining liabilities or obligations (whether actual or contingent), neither the Company nor any of its Subsidiaries is a party to or otherwise bound that are of the following nature by any contract, agreement or other instrument or obligation (excluding, for clarity, Contracts that have expired written or been terminated with no surviving provisionsoral): (i) any Contract for the purchase of services, equipment, materials, products, that is or supplies that (a) involves payments would be required to be filed by the Seller Company as a “material contract” pursuant to Item 601(b)(10) of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by Regulation S-K under the Seller of more than $50,000Securities Act; (ii) any Contract relating to the incurring of Indebtedness by the Company or evidencing Indebtedness; (iii) any Contract with any Governmental Authority; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which the Seller are the lessee or lessor of, or holds, uses, or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property Subsidiaries in an amount in excess of $20,000 individually500,000 in the aggregate; (iii) with any Affiliate of the Company (other than any such contract, agreement or other instrument or obligation (A) entered into with a Subsidiary which is a direct or indirect wholly owned Subsidiary of the Company, (B) that provides only for standard employee benefit generally made available to all employees of the Company and its Subsidiaries, (C) that provides only for purchase of shares of the Company’s common stock and/or the issuance of options to purchase shares of the Company’s common stock, in each case as approved by the Company Board of Directors or its Compensation Committee or (D) the Stockholder Agreement and other similar agreements executed in connection with the Merger); (iv) containing any non-competition, exclusive dealing or other similar agreement, commitment, or for obligation that has, or would reasonably be expected to result in, the sale effect of prohibiting or purchase impairing the conduct of the business of the Company or any of its Subsidiaries as currently conducted and as currently proposed to be conducted; (v) under which the Company or any Subsidiary is now, or following the Effective Time, Parent or any of Parent’s Affiliates (including without limitation the Company or any option of its Subsidiaries) would be, restricted from selling, licensing or otherwise distributing any of their respective technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the market or line of business; (vi) containing a “most favored nation” clause or other term providing preferential pricing or treatment to purchase a third party other than pricing discounts given to customers in the ordinary course of business consistent with past practice; (vii) under which a third party would be entitled to receive a license or any other right to intellectual property of first refusal Parent or right any of first negotiationParent’s Affiliates following the Closing; (viii) providing for any payments that are conditioned, in whole or in part, on a change of control of the Company or any real propertyof its Subsidiaries; (ix) providing a license to any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing third party for the payment right to use or receipt of royalties reproduce any Company Intellectual Property except agreements with customers or other compensation by end-user customers of the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, Company or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions its Subsidiaries entered into in the ordinary course of businessbusiness consistent with past practice; (xiiix) providing licenses, sublicenses or other agreements pursuant to which the Company or any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) its Subsidiaries is authorized to use any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business third party Intellectual Property that is material to Company and its Subsidiaries, taken as a whole, excluding any non-exclusive, generally commercially available, off-the-shelf software programs; (xi) pursuant to which the business, assets, liabilities, condition Company or any of its Subsidiaries leases any real property to or from a third party; or (financial xii) relating to the manufacturing or otherwisesupply of any material item used by the Company or a Subsidiary that is a single or sole source of manufacturing or supply. (such contracts set forth in Section 3.13(a) or results of operations of the BusinessCompany Disclosure Schedule, otherwise described in clauses (i) through (xii), or set forth in the exhibit index of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007, the “Company Material Contracts”). Complete and accurate copies of all Company Material Contracts have heretofore been furnished to Parent. Neither the Company nor any of its Subsidiaries has entered into any transaction with any Affiliate of the Company or any of its Subsidiaries or any transaction that would be subject to proxy statement disclosure pursuant to Item 404 of Regulation S-K that has not been disclosed in a Designated SEC Document. (b) The Seller Except as would not have a Company Material Adverse Effect: (i) neither the Company nor any Subsidiary of the Company is not in material breach ofof or default under the terms of any Company Material Contract (nor does there exist any condition which, upon the passage of time or material the giving of notice or both, would cause such a breach of or default under); and (ii) to the Knowledge of the Company, no other party to any Assigned Contract. To the Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Company Material Contract is in breach of or default under the terms of any Company Material Contract (nor does there exist any condition which, upon the passage of time or the giving of notice or both, would cause such a breach of or default under any such Company Material Contract). Each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full compliance with all force and effect, except that: (A) such enforcement may be subject to applicable terms bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally; and requirements (B) equitable remedies of such Assigned Contract. To specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Seller’s Knowledge, discretion of the court before which any proceeding therefor may be brought. (c) There are no event has occurred provisions in any instrument related to Indebtedness of the Company or circumstance exists any of its Subsidiaries that may contravene, conflict withprovide any restrictions on the repayment of the outstanding Indebtedness thereunder, or result that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in a violation or breach of, or give the Seller’s or any other Person, event of the right repayment of the outstanding Indebtedness thereunder prior to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contractexpiration.

Contracts. (a) Schedule 4.6 sets forth all Except for this Agreement, any Employee Plan and for Contracts filed as exhibits to which the Seller Company SEC Documents, as of the date of this Agreement, neither the Company nor any Subsidiary of the Company is a party to or otherwise is bound that are of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):by any Contract: (i) any Contract for the purchase that is a “material contract” (as such term is defined in Item 601(b)(10) of services, equipment, materials, products, or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000Regulation S-K); (ii) containing a covenant prohibiting or restricting in any Contract relating to material respect any of the Acquired Corporations from competing in any business or evidencing Indebtednessgeographic area, or otherwise restricting in any material respect any of the Acquired Corporations from carrying on any business anywhere in the world; (iii) relating to or evidencing Indebtedness (other than any Contract with guarantee of Indebtedness by the Company or any Governmental AuthoritySubsidiary of the Company of Indebtedness of the Company or any Subsidiary of the Company) in excess of $5,000,000; (iv) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a noncompetition, nonsolicitation, “most-favored-nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or in any geographic location; (vii) any Contract pursuant to which (A) any Intellectual Property Rights of another Person (other than a Subsidiary of the Seller are Company) that is material to the lessee or lessor ofbusiness of the Acquired Corporations, or holdstaken as a whole, uses, or makes available for use is licensed to any Person, of the Acquired Corporations (aother than agreements granted on standardized terms for commercially available software or information technology services) or (B) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over Rights that are material to the business of the Acquired Corporations, taken as a period whole, and owned by any of at least one year, or involve consideration in excess the Acquired Corporations are licensed to another Person (other than a Subsidiary of $20,000 individually; (xithe Company) other than any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions outbound agreements entered into in the ordinary course of business, in each case under clauses (A) or (B) of this Section 3.8(a)(iv), only if such Company Contract (x) grants exclusive rights to or from any of the Acquired Corporations or (y) requires aggregate payments to or from any of the Acquired Corporations in excess of $1,000,000; (xiiiv) any confidentiality, secrecy(A) imposing on, or nongranting to, any of the Acquired Corporations any future minimum take-disclosure agreement entered into outside or-pay requirements for ink, paper, plates, adhesives or packaging materials in excess of $5,000,000 or (B) granting any type of exclusive rights to any Person or requiring any of the Acquired Corporations to purchase all of its requirements of a specified good from any Person in an amount in excess of $5,000,000; (vi) with respect to the formation, creation, operation, management or control of any joint venture, strategic partnership or alliance material to the Company or in which the Company owns more than 15% voting or economic interest; or (vii) pursuant to which the Acquired Corporations, taken as a whole, made or have a binding commitment to make expenditures for the fiscal year ended December 31, 2017, or in the fiscal year ended December 31, 2018, in excess of $10,000,000 during such fiscal year (other than purchase orders in the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any Contract with a Key Customer or Key Vendor; and (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business). (b) The Seller Each Contract set forth in Part 3.8(a) of the Company Disclosure Schedule, together with any Contract filed by the Company pursuant to Item 601(b) of Regulation S-K, other than those that have expired in accordance with their terms, and any Employee Plan, is not referred to herein as a “Material Contract.” Except for Material Contracts that expire in material breach ofaccordance with their terms during the Pre-Closing Period (excluding, or material default underfor the avoidance of doubt, any Assigned Contract. To early termination), all of the Seller’s KnowledgeMaterial Contracts are valid and binding on the applicable Acquired Corporation and, to the knowledge of the Company, each other Person that has or had any obligation or liability party thereto, and in full force and effect, except as may be limited by the Bankruptcy and Equity Exception, and except as would not be material to the Company and its Subsidiaries, taken as a whole. There is no default under any Assigned Material Contract is in full compliance with all applicable terms by the Acquired Corporations, or, to the knowledge of the Company, any other party thereto, and requirements of such Assigned Contract. To the Seller’s Knowledge, no event has occurred or circumstance exists that may contravenecondition exists, conflict withwhich with or without notice, lapse of time or both would constitute a material default, under the provisions of any Material Contract, except in each case for those defaults which would not, individually or in the aggregate, reasonably be expected to result in a violation Company Material Adverse Effect. The Company has made available to Parent or breach ofParent’s Representatives in the Data Room a complete and correct copy (including any material amendment, modification, extension or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2renewal with respect thereto) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned of each Material Contract.

Contracts. (a) Schedule 4.6 sets Except for (x) this Agreement, (y) Contracts filed as exhibits to the Company SEC Filings that are made available to Parent prior to the date hereof or (z) set forth all Contracts to which in Section 4.11(a) of the Seller Company Disclosure Schedule, as of the date hereof, neither the Company nor any Company Subsidiary is a party to or otherwise bound that are of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions):by any Contract which: (i) any Contract for as of the purchase date hereof, is a “material contract” (as such term is defined in Item 601(b)(10) of services, equipment, materials, products, or supplies that (a) involves payments Regulation S-K promulgated by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000SEC); (ii) any Contract relating would prohibit or materially delay the consummation of the Merger or otherwise materially impair the ability of the Company to or evidencing Indebtednessperform its obligations hereunder; (iii) relates to a joint venture, partnership, limited liability or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any Contract with partnership, Person or joint venture or relates to business cooperation or otherwise (A) that is material to the business of the Company and the Company Subsidiaries, taken as a whole, (B) in which the Company owns more than a fifteen percent (15%) voting or economic interest or (C) which imposes on the Company or any Governmental AuthorityCompany Subsidiary any obligation of more than $1,000,000 in the aggregate; (iv) relates to any indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other Contract with relating to Indebtedness (in any Affiliate case, whether incurred, assumed, guaranteed or secured by any asset of the SellerCompany or any Company Subsidiary) in excess of $200,000; (v) prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any employmentof the Company Subsidiaries, independent contractor prohibits the pledging of the capital stock of the Company or consulting Contract (excluding offer letters on any Company Subsidiary or prohibits the Seller’s standard forms provided to the Buyer)issuance of guarantees by any Company Subsidiary; (vi) any Contract with a noncompetitionother than in the ordinary course of business, nonsolicitation, “most-favored-nation” pricing requires or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Seller or, is reasonably likely to require either (x) annual payments from third parties to the extent that such Contract is an Assigned Contract, Company and the Buyer, Company Subsidiaries of at least $200,000 in the aggregate or (y) annual payments from carrying on its business the Company and Company Subsidiaries to third parties of at least $200,000 in any manner or in any geographic locationthe aggregate; (vii) relates to any Contract acquisition by the Company or any Company Subsidiary pursuant to which the Seller are the lessee Company or lessor ofany Company Subsidiary has continuing indemnification, “earn-out” or holds, uses, other contingent payment or makes available for use to any Person, (a) any real property or (b) any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000guarantee obligations; (viii) involves any Contract for directors, executive officers (as such term is defined in the sale Exchange Act) or purchase five percent (5%) stockholders of the Company or any tangible personal property in an amount in excess of $20,000 individually, their respective Affiliates (other than the Company or for the sale any Company Subsidiary) or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real propertyimmediate family members; (ix) contains any Contract covenant that (A) limits the ability of the Company or commitment for capital expenditures any Company Subsidiary (or, after the Effective Time, Parent, the Surviving Company, or their respective Subsidiaries) to engage in any line of more than [$20,000] individuallybusiness or to compete with any Person or operate at any location, (B) could require the disposition of any material assets (including the assignment or transfer of, or licensing or grant of any other rights (including any covenant not to s▇▇, option, right of first refusal, and right of first offer) under, any Company Intellectual Property) or line of business of the Company or any Company Subsidiary (or, after the Effective Time, Parent, the Surviving Company, or their respective Subsidiaries), or (C) prohibits or limits the right of the Company or any Company Subsidiary to make, sell or distribute any products or services; (x) contains any license agreement providing for covenant granting “most favored nation” status that, following the payment Merger, would apply to or receipt of royalties be affected by actions taken by Parent, the Surviving Company and/or their respective Subsidiaries or other compensation by the Seller, or the license of any material Intellectual Property Assets which will extend over a period of at least one year, or involve consideration in excess of $20,000 individuallyAffiliates; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, provides for indemnification by the Company or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness Company Subsidiary of any other Person, except commercial Contracts containing standard indemnification provisions for any such Contract that is (A) not material to the Company or any Company Subsidiary and (B) entered into in the ordinary course of business; (xii) (A) contains a put, call, right of first refusal/offer or similar right pursuant to which any Person has a preferential right to purchase any Equity Interests or assets of the Company or any Company Subsidiary or (B) contains an obligation pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, as applicable, any Equity Interests of any Person or assets that have a fair market value or purchase price of more than $200,000; (xiii) involves any confidentialityexchange-traded or over-the-counter swap, secrecyforward, future, option, cap, floor or collar financial Contract, or any other interest-rate, commodity price, equity value or foreign currency protection Contract; or (xiv) relates to (A) the assignment or transfer of, or licensing or grant of any other rights (including any covenant not to s▇▇, option, right of first refusal, and right of first offer) under, any Intellectual Property material to the business of the Company and the Company Subsidiaries taken as a whole by the Company or any Company Subsidiary to another Person or from another Person to the Company or any Company Subsidiary, other than the non-disclosure agreement entered into outside exclusive licenses granted in the ordinary course of business; business consistent with past practices, or (xivB) any Contract that results in prohibition, restriction or limitation on the Company’s or any Person holding a power of attorney that relates Company Subsidiary's ability to the Sellerassign, the Businesstransfer, the Purchased Assets license, grant any other rights under, use, disclose, patent, register, or the Assumed Liabilitiesenforce any such Intellectual Property or any indemnification relating to any such Intellectual Property, including trademark co-existence agreements, consents, standstill agreements, Orders, settlement agreements, Source Code, escrow agreements, development agreements, co-development agreements, website agreements, technical assistance agreements, outsourcing agreements, and agreements relating to Third Party Components; (xv) any Contract that obligates any Group Company to make a loan or capital contribution to, or investment in, any Person, in each case with a Key Customer or Key Vendoran amount in excess of $200,000 and not to any Affiliate of the Parent; andor (xvi) any other Contract, whether or not made in the ordinary course of business that is material to the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Businessreal property lease for which annual rental payments exceed $200,000. (b) The Seller Each Contract of the type described in Section 4.11(a) to which the Company or any Company Subsidiary is a party or set forth on Section 4.9 or Section 4.17(b) of the Company Disclosure Schedule is referred to herein as a “Company Material Contract.” Except as has not had a Company Material Adverse Effect, (i) each Company Material Contract is a legal, valid and binding obligation of the Company or a Company Subsidiary, as applicable, in full force and effect and enforceable against the Company or a Company Subsidiary in accordance with its terms, subject to the Bankruptcy and Equity Exception, (ii) to the Knowledge of the Company, each Company Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, (iii) neither the Company nor any Company Subsidiary and, to the Company's Knowledge, no counterparty, is or is alleged to be in material breach or violation of, or material default under, any Assigned Company Material Contract. To , (iv) neither the Seller’s Knowledge, each other Person that Company nor any Company Subsidiary has or had received any obligation or liability claim of material default under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Company Material Contract. To , (v) to the Seller’s Company's Knowledge, no event has occurred or circumstance exists that may contravene, conflict with, or which would result in a material breach or violation or breach of, or give the Seller’s or any other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or material default under, any Assigned Company Material Contract (in each case, with or without notice or lapse of time or both) and (vi) the Company has not received any notice from any other party to any Company Material Contract, and otherwise has no Knowledge that such other party intends to terminate, or not renew any Company Material Contract, or is seeking the renegotiation thereof in any material respect or substitute performance thereunder in any material respect.