Common use of Contracts Clause in Contracts

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as As of the date hereofof this Agreement, there are no Contracts that are material contracts (ias defined in Item 601(b)(10) all contracts pursuant of Regulation S-K) with respect to which Merger Partner (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations assuming Merger Partner was subject to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness requirements of the Company or any SubsidiaryExchange Act), in each case other than Leases and Necessary Leases (those Contracts identified in Section 3.11(a) of the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any ContractMerger Partner Disclosure Schedule. (b) Except Neither Merger Partner nor any of its Subsidiaries has entered into any transaction that would be subject to proxy statement disclosure pursuant to Item 404 of Regulation S-K (assuming Merger Partner was subject to the requirements of the Exchange Act), other than as set forth on disclosed in Section 3.11(b) of the Contracts List, assuming the due authorization, execution and delivery by the Merger Partner Disclosure Schedule. (c) Neither Merger Partner nor any of its Subsidiaries is a party to any agreement under which a third party would be entitled to receive a license or any other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease right to be in full force and effect Merger Partner Intellectual Property as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation . (d) Section 3.11(d) of the transactions contemplated Merger Partner Disclosure Schedule lists the following Contracts of Merger Partner in effect as of the date of this Agreement: (i) any Contract (or group of related Contracts) 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 180 days from the date of this Agreement, (B) which involves an aggregate of more than $150,000 or (C) in which Merger Partner or any of its Subsidiaries has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a particular party; (ii) any Contract under which the consequences of a default or termination would reasonably be likely to have a Merger Partner Material Adverse Effect; (iii) any Contract that could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of Merger Partner or any of its Subsidiaries or Public Company or any of its Subsidiaries as currently conducted; (iv) any Contract under which Merger Partner or any of its Subsidiaries is restricted from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the market or line of business; (v) any dealer, distribution, joint marketing, joint venture, joint development, partnership, strategic alliance, collaboration, development agreement or outsourcing arrangement; (vi) any Contract for the conduct of research studies, pre-clinical or clinical studies, manufacturing, distribution, supply, marketing or co-promotion of any products in development by this Agreement or which has been or which is being marketed, distributed, supported, sold or licensed out, in each case by or on behalf of Merger Partner or any of its Subsidiaries; and (vii) any Contract that would entitle any third party to receive a license or any other right to Intellectual Property of Public Company or any of Public Company’s Affiliates following the Closing. (e) Merger Partner has made available to Public Company a complete and accurate copy of each Contract listed in Sections 3.10(a), 3.10(h), 3.10(i), 3.11(a), 3.11(b) and 3.11(d) of the Merger Partner Disclosure Schedule. With respect to each Contract so listed: (i) the Contract is legal, valid, binding and enforceable and in full force and effect against Merger Partner and/or its Subsidiaries party thereto, as applicable, and, to the knowledge of Merger Partner, 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 Merger Partner and/or its Subsidiaries party thereto, as applicable, and, to the knowledge of Merger Partner, 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 Merger Partner or its Subsidiaries), in each such case subject to the Bankruptcy and Equity Exception and except to the extent the failure to be in full force and effect, individually or in the aggregate, would not reasonably be likely to have a Merger Partner Material Adverse Effect; and (iii) none of Merger Partner, its Subsidiaries nor, to the knowledge of Merger Partner, any other party, is in breach or violation of, or default under, any such Contract, and no event has occurred, is pending or, to the knowledge of Merger Partner, is threatened, which, with or without notice or lapse of time, or both, would constitute a breach or default under such Contract. (c) Except as set forth on the Contracts Listby Merger Partner, (i) no officer of the Company has received any notice of any breach under any Contractits Subsidiaries or, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of SellerMerger Partner, no any other party to any Contract is under such Contract, except for such breaches, violations or defaults that, individually or in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forththe aggregate, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearhave not had, and (ii) all contracts pursuant are not reasonably likely to which (A) the Company or any Subsidiary is have, a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesMerger Partner Material Adverse Effect. (f) Con Edison CommunicationsFor purposes of this Agreement, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services“Contract” shall mean, Inc.with respect to any person, dated October 24any written, 2000 oral or other agreement, contract, subcontract, lease (the “Port Authority Lease”whether for real or personal property), for the first five-year extension period referenced in Section 4(b)(i) mortgage, understanding, arrangement, instrument, note, option, warranty, license, sublicense, insurance policy, benefit plan or commitment or undertaking of the Port Authority Lease. The Port Authority Lease any nature to which such person is a Necessary Lease that is subject to the representations and warranties party or by which such person or any of its assets are bound under applicable to Necessary Leases in Section 4.20(c)law.

Contracts. Except as filed as exhibits to the Company SEC Documents filed prior to the date hereof, or as disclosed in Section 3.13 of the Company Disclosure Schedule, there is no Company Agreement relating to the ADS Business, the Acquired Assets or the Retained Liabilities (a) By letter any of even date herewiththe benefits to any party of which will be increased, Seller provided or the vesting of the benefits to Buyer a complete and accurate list any party of which will be accelerated, by the occurrence of any of the Transactions or the value of any of the benefits to any party of which will be calculated on the basis of any of the Transactions (the “Contracts List”except as disclosed pursuant to Section 3.11) setting forthor (b) which, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and “material contract” (Bas such term is defined in Item 601(b)(10) of Regulation S-K of the Company or any Subsidiary has non-contingent obligations to the contract counterparty SEC), (ii) involves aggregate expenditures in excess of $100,000 50,000 per calendar yearannum, (iiiii) all contracts pursuant to which involves aggregate expenditures in excess of $50,000 and was not entered into in the ordinary course of business, (Aiv) the Company contains “take or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations pay” provisions applicable to the Company or any Subsidiary for monthly recurring charges of at least $8,333Company Subsidiary, (iiiv) all contracts that limit contains any non-compete or purport exclusivity provisions with respect to limit the Company or any Subsidiary in any line of business or geographic area with respect to the Company, any Person Company Subsidiary or in any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any of the Company’s current or future affiliates, any Company Subsidiary or any geographic area and (iv) all contracts and agreements relating to Indebtedness in which the Company, any Company Subsidiary or any of the Company Company’s current or any Subsidiaryfuture affiliates may conduct business, in each case in any respect, (vi) would reasonably be expected to prohibit or materially delay the consummation of the Offer, the Merger or any of the other than Leases and Necessary Leases Transactions or (vii) is necessary for the foregoing contracts are conduct of the ADS Business as currently conducted but constitutes an Excluded Asset. Each contract of the type described in this Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein collectively as a “Company Material Contract”. Each Company Agreement relating to the “Contracts”). Except as set forth ADS Business, the Acquired Assets or the Retained Liabilities is valid and binding on the Contracts ListCompany and each Company Subsidiary party thereto and, neither Seller, to the Company’s knowledge, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the each other parties party thereto, each Contract is legal, valid, bindingas applicable, and enforceable against the other parties thereto, is in full force and effect, and will not cease the Company and each Company Subsidiary has performed all obligations required to be performed by it under each such Company Agreement and, to the Company’s knowledge, each other party to each such Company Agreement has performed all obligations required to be performed by it under such Company Agreement, except as would not, or would not be reasonably expected to, individually or in full force and effect as a result of the aggregate, (1) prohibit or materially delay the consummation of the transactions contemplated by this AgreementOffer, nor will the consummation Merger or any of the transactions contemplated other Transactions, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement constitute or (3) result in a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer Company Material Adverse Effect. None of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or any condition which with the passage of time or the giving of notice would cost less than $250,000 cause such a violation of or default under) any Company Agreement relating to the ADS Business, the Acquired Assets or the Retained Liabilities except for violations or defaults that would not, or would not be reasonably expected to, individually or in the aggregate for aggregate, (1) prohibit or materially delay consummation of the Offer, the Merger or any of the other Transactions, (2) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Subsidiary to cure, and (ii3) result in a Company Material Adverse Effect. The Company has delivered to the knowledge Purchaser or provided to the Purchaser for review, prior to the execution of Sellerthis Agreement, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a true, complete and accurate list correct copies of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereofCompany Material Contracts or other Company Agreements relating to the ADS Business, (i) all contracts pursuant the Acquired Assets or the Retained Liabilities required to which (A) be disclosed in Section 3.13 of the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearDisclosure Schedule, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations are not filed as exhibits to the Company SEC Documents and the Company Material Contracts or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, other Company Agreements required to be disclosed in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term Section 3.13 of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject Company Disclosure Schedule filed as exhibits to the representations Company SEC Documents are true, complete and warranties applicable to Necessary Leases in Section 4.20(c)correct copies of such contracts.

Contracts. (ai) By letter Neither the Company nor any of even date herewithits Subsidiaries is in violation or breach of or in default under (nor does there exist any condition that upon the passage of time or the giving of notice or both would cause such a violation or breach of or default under) any Contract to which it is a party or by which it or any of its properties or assets is bound, Seller provided except for violations, breaches or defaults that individually or in the aggregate have not had and would not reasonably be expected to Buyer have a Material Adverse Effect on the Company. The Company or one of its Subsidiaries has good and marketable title to the Company's manufacturing facility and executive and general offices located in Montpelier, Ohio, free and clear of all Liens except for Liens, defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. (ii) Except for Contracts filed in unredacted form as exhibits to the Company Filed SEC Documents, Section 3.01(j)(ii) of the Company Disclosure Schedule sets forth a true and complete and accurate list (the “Contracts List”) setting forth, as of the date hereofof this Agreement, and the Company has delivered to Parent prior to the date of this Agreement true, complete and correct copies (iincluding all amendments and modifications thereto) all contracts pursuant to which of: (A) all Contracts to which the Company or any Subsidiary of its Subsidiaries is a party and (B) party, or that purports to be binding upon the Company Company, any of its Subsidiaries or any Subsidiary has non-contingent obligations to of its Affiliates, that contain a covenant restricting the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness ability of the Company or any Subsidiaryof its Subsidiaries (or which, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of following the consummation of the transactions contemplated by this AgreementMerger, nor will could restrict the consummation ability of Parent or any of its Subsidiaries, including the transactions contemplated by this Agreement constitute a breach Company and its Subsidiaries) to compete in any business or default under such Contract.with any person or in any geographic area; (cB) Except as set forth on the all Contracts List, (i) no officer of the Company has received or any notice of its Subsidiaries with any breach under any Contract, Affiliate of the Company (other than such breaches any of its Subsidiaries); (C) all joint venture, partnership or defaults other similar agreements to which the Company or any of its Subsidiaries is a party (including all amendments and modifications thereto); and (D) all loan agreements, credit agreements, notes, debentures, bonds, mortgages, indentures and other Contracts (collectively, "debt obligations") pursuant to which any indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred and all guarantees of or by the Company or any Subsidiary which would cost less of its Subsidiaries of any debt obligations of any other person (other than $250,000 in the aggregate for the Company or any Subsidiary to cureof its Subsidiaries), and (ii) to including the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, respective aggregate principal amounts outstanding as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leasesthis Agreement. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (ai) By letter Except as listed on Section 5.1(q) of even date herewiththe Company Disclosure Letter, Seller provided none of the Company or any of its Subsidiaries is a party to Buyer a complete and accurate list (the “Contracts List”) setting forth, or bound by any Contract as of the date hereof, (i) all contracts pursuant to which of this Agreement: (A) that would be required to be filed by the Company with the SEC pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act that has not been so filed; (B) (1) containing covenants of the Company or any Subsidiary is a party and (B) of its Subsidiaries purporting to limit in any material respect any line of business, industry or geographical area in which the Company or its Subsidiaries may operate or limiting the right of the Company or any Subsidiary has non-contingent obligations of its Subsidiaries to compete with any Person or levying a fine, charge or other payment for doing so, or (2) limiting the contract counterparty in excess right of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and of its Subsidiaries pursuant to any “most favored nation” or “exclusivity” or “sole sourcing” provisions, in each case of the above other than (Ba) any such Contracts that may be cancelled without Liability to the contract counterparty has non-contingent obligations Company or its Subsidiaries upon notice of 90 days or less or (b) where any such covenants or other provisions are not material to the Company or any Subsidiary for monthly recurring charges of at least $8,333its Subsidiaries; (C) that would be required to be disclosed by Section 404(a) of Regulation S-K under the Exchange Act; (D) that contains a put, (iii) all contracts that limit call or purport similar right pursuant to limit which the Company or any Subsidiary in of its Subsidiaries could be required to purchase or sell, as applicable, any line equity interests of business or with any Person or assets constituting a division or business line of any Person, in any geographic area and (iv) all contracts and agreements relating to Indebtedness of each case, other than acquisitions by the Company or any Subsidiaryof its Subsidiaries of the foregoing that have a fair market value or purchase price of less than $30 million individually or $50 million in the aggregate; (E) that contains any standstill or similar agreement pursuant to which the Company or any of its Subsidiaries currently is restricted from acquiring assets or securities of another Person; (F) other than with respect to any partnership that is wholly owned by the Company or any wholly owned Subsidiary of the Company, any partnership, joint venture, joint product development (other than a development agreement for any customer entered into in the ordinary course of business) or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any joint product development, partnership or joint venture or that involves a sharing of revenues, profits, losses, costs or liabilities and is material to the Company and its Subsidiaries, taken as a whole, or in which the Company owns more than a 15% voting or economic interest, or any interest valued at more than $30 million without regard to percentage voting or economic interest; (G) relating to or evidencing Indebtedness in excess of $20 million individually or $40 million in the aggregate; (H) that grants any rights of first refusal, rights of first negotiation or other similar rights to any Person with respect to the sale of any material assets of the Company and its Subsidiaries, taken as a whole, or of any Subsidiary or material business of the Company and its Subsidiaries; (I) (1) entered into after December 31, 2017, and not yet consummated, for the acquisition or disposition, directly or indirectly (by scheme of arrangement, merger or otherwise), of assets or capital stock or other equity interests of any Person for aggregate consideration under such Contract in excess of $50 million individually, or $100 million in the aggregate, other than purchases of inventory or similar assets in the ordinary course of business or (2) for any acquisition, directly or indirectly (by scheme of arrangement, merger or otherwise), of assets or capital stock or other equity interests of any Person, pursuant to which the Company or any of its Subsidiaries has continuing “earn out” or other similar contingent payment obligations (but excluding indemnification obligations with respect to breaches of representations, warranties or covenants); (J) that is, except for licenses granted to customers of the Company in the ordinary course of business, (1) an agreement pursuant to which the Company or any of its Subsidiaries is licensed or is otherwise permitted by a third party to use any material Intellectual Property (other than any “commercially available off-the-shelf software package,” or other software licensed pursuant to a software “shrink wrap,” “click wrap,” or “click-through” license) or (2) an agreement pursuant to which a third party is licensed or is otherwise permitted to use any material Intellectual Property owned by the Company or any of its Subsidiaries, in each case of clauses (1) and (2) where such agreement is material to the business of the Company and its Subsidiaries, taken as a whole; and (K) that by its express terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $25 million over the annual term of such Contract and is not terminable at will by any party upon ninety (90) days’ notice or less with no liability or further obligation thereunder (other than Leases this Agreement, Contracts solely between or among any of the Company and Necessary Leases any of its wholly-owned Subsidiaries, Contracts that are subject of another subsection of this Section 5.1(q) or any Material Leases); (each such Contract required to be listed on Section 5.1(q) of the foregoing contracts are Company Disclosure Letter (whether or not so listed) is referred to herein collectively as the a “ContractsMaterial Contract”). Except as set forth . (ii) Each of the Material Contracts, Customer Contracts, Supplier Agreements and Distributor Contracts is valid and binding on the Contracts ListCompany and each of its Subsidiaries that is a party thereto and, neither Seller, to the Knowledge of the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution each other party thereto and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, except for such failures to be valid and will not cease binding or to be in full force and effect as that have not had and would not reasonably be expected to have, individually or in the aggregate, a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or Company Material Adverse Effect. There is no default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Material Contract, other than such breaches Customer Contract, Supplier Agreement or defaults Distributor Contract by the Company or any Subsidiary which of its Subsidiaries that is a party thereto, or to the Knowledge of the Company any other party thereto, and no event has occurred that with notice or lapse of time or both would cost less than $250,000 in the aggregate for constitute a default thereunder by the Company or any Subsidiary to cureof its Subsidiaries that is a party thereto, and (ii) or to the knowledge Knowledge of Seller, no the Company any other party thereto, except in each case as is not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Complete and correct copies of each Material Contract, Customer Contract and Supplier Contract and any Contract is material amendments (in breach thereof each case, excluding purchase orders in the ordinary course of business) thereto have been provided or default thereundermade available to Buyer prior to the date hereof. (diii) Schedule 4.15(d) sets forth a complete and accurate list For purposes of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).this Agreement:

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as As of the date hereof, (i) all contracts pursuant except as filed as exhibits to which (A) Parent SEC Filings or as disclosed in Section 3.13 of the Company Parent Disclosure Schedule, none of Parent or any Subsidiary of its Subsidiaries is a party and to or bound by any Contract that (B1) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Company or Securities Act), (2) contains any Subsidiary has non-contingent obligations compete or exclusivity provisions with respect to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or geographic area with respect to Parent or any Person of its Subsidiaries, or in which restricts the conduct of any line of business by Parent or any of its Subsidiaries or any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company in which Parent or any Subsidiaryof its Subsidiaries may conduct business, in each case other than Leases and Necessary Leases in any material respect or (3) which would prohibit or materially delay the foregoing contracts are consummation of the Merger or any of the transactions contemplated by this Agreement. As of the date hereof, each Contract of the type described in this Section 3.13, whether or not set forth in Section 3.13 of the Parent Disclosure Schedule, is referred to herein collectively as the a “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Parent Material Contract. (b) Except as set forth ” Each Parent Material Contract is valid and binding on the Contracts ListParent and each of its Subsidiaries party thereto and, assuming the due authorizationto Parent’s knowledge, execution and delivery by the each other parties party thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease Parent and each of its Subsidiaries has in all respects performed all obligations required to be in full force and effect as a result of the consummation of the transactions contemplated performed by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) it to the knowledge of Sellerdate hereof under each Parent Material Contract and, no to Parent’s knowledge, each other party to any each Parent Material Contract is has in breach thereof all respects performed all obligations required to be performed by it under such Parent Material Contract, except as would not, individually or default thereunder. (d) Schedule 4.15(d) sets forth in the aggregate, have a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as Material Adverse Effect. As of the date hereof, (i) all contracts pursuant to which (A) the Company none of Parent or any Subsidiary is a party and of its Subsidiaries has received any written notice of any violation or default under (B) the Company or any Subsidiary condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Parent Material Contract. Parent has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations made available to the Company or any Subsidiary for monthly recurring charges true and complete copies of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesParent Material Contract. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Except for such Contracts List”) setting forth, or arrangements as of are entered into between the date hereofhereof and the Closing and that are not prohibited by this Agreement, neither Parent nor any of its Subsidiaries is bound by or subject to (i) all contracts pursuant to which except for programming agreements or Contracts with Affiliates, any Contract that is material (Aas such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Company or any Subsidiary is a party and (BSecurities Act) the Company or any Subsidiary has non-contingent obligations to the contract counterparty Parent Business, (ii) any programming agreement involving consideration in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or 25,000,000 in any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333twelve month period, (iii) all contracts that limit any Contract involving consideration in excess of $1,000,000 in any twelve month period with any Affiliate of Parent (other than any Subsidiary of Parent) or purport to limit having the Company intended effect of benefiting any Affiliate of Parent (other than any Subsidiary of Parent) at the expense of Parent or any Subsidiary of Parent in any line a manner that would deprive Parent or such Parent Subsidiary of business the benefit it would otherwise have obtained if the transaction were to have been effected on terms that were on an arm’s length basis or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company any material Contract with Friendco or any Subsidiary, of its Affiliates (A) related to or entered into in each case other than Leases and Necessary Leases connection with the Transaction or (B) in connection with the foregoing contracts are referred to herein collectively sale or exchange of any Transferred Assets or any Transferred Assets (as defined in the “Contracts”Friendco Purchase Agreement). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the All Parent Material Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be are in full force and effect as and are enforceable against each party thereto in accordance with the express terms thereof. There does not exist under any Contract to which Parent or any of its Affiliates is a result party or by which its Assets are bound any violation, breach or event of default, or alleged violation, breach or event of default, or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of Parent or any of its Affiliates or, to the Knowledge of Buyer, any other party thereto, except for such violations, breaches, events or conditions that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. There are no disputes pending or threatened under any Contract to which Parent or any of its Subsidiaries is a party or by which its Assets are bound other than those disputes that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. All of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as Parent Material Contracts set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i4.17(a)(iii) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to Buyer Disclosure Schedule were entered into on an arm’s length basis and in the representations and warranties applicable to Necessary Leases in Section 4.20(c)Ordinary Course of Business.

Contracts. (a) By letter The Selling Entities have made available to WorldCom true and complete copies of even date herewithall outstanding Contracts Material to ANS. Except as otherwise disclosed on Schedule 3.8(a), Seller provided to Buyer a complete all of such Contracts are valid, binding and accurate list enforceable in accordance with their terms (assuming the “Contracts List”) setting forthother parties thereto are bound, as of the date hereof, (i) all contracts pursuant to which (Ano Selling Entity has any reasonable basis to believe otherwise) the Company and in full force and effect, except where any such invalidity or failure to be binding, enforceable or in full force and effect would not have a Material Adverse Effect. Except as otherwise indicated on Schedule 3.8(a), none of AOL, ANS or any Subsidiary is a party ANS Entity is, and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty knowledge of AOL, no other party to such Contracts is in excess default thereunder, and no event has occurred which, with or without the lapse of $100,000 per calendar yeartime or the giving of notice or both, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is would constitute a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333default thereunder, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, except in each case other than Leases and Necessary Leases (for defaults as would not have, individually or in the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts Listaggregate, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any ContractMaterial Adverse Effect. (b) Except as set forth on the Schedule 3.8(b) and except for Contracts Listwhich may be canceled by AOL, assuming the due authorizationANS or any ANS Entity within 30 days without penalty, execution and delivery there are no Contracts to which ANS is a party or by the which ANS or any ANS Entity is bound that: (i) contain change of control or anti-assignment provisions granting to another party or other parties thereto, each Contract is legal, valid, binding, and enforceable against thereto the right to terminate such agreements or take other parties thereto, is in full force and effect, and will not cease action adverse to be in full force and effect as a result of the consummation of ANS or any ANS Entity upon or following the transactions contemplated by this Agreement, nor will which termination or adverse action would have a Material Adverse Effect; or (ii) purport to limit ANS or any ANS Entity from providing any service in any jurisdiction, whether under the consummation ANS name, any ANS Entity name or WorldCom name or otherwise (except under the name of AOL or any AOL Entity), or grant any exclusive geographic, segment or other rights to any third-party, except where the transactions contemplated by this Agreement constitute existence of which limitation or grant would not, after the Closing, have a breach or default under such ContractMaterial Adverse Effect. (c) The Selling Entities have made available to WorldCom true and complete copies of all agreements to which ANS or any ANS Entity is a party which are material to the relationship of ANS or any ANS Entity with international distributors, including those certain license and distributorship agreements with international distributors into which the ANS or an ANS Entity or, to the knowledge of AOL, any licensees thereof have entered (collectively, the "International Distribution Agreements"). Each International Distribution Agreement is valid, binding and enforceable in accordance with its terms (assuming the other parties thereto are bound, as to which no Selling Entity has any reasonable basis to believe otherwise) and in full force and effect, except where any such invalidity or failure to be binding, enforceable or in full force and effect would not have a Material Adverse Effect. Except as set forth on Schedule 3.8(c), to the knowledge of AOL, no party to any International Distribution Agreement is in material violation of the terms and provisions of any such agreement, except for violations which would not have a Material Adverse Effect. (d) The Selling Entities and ANS Entities have made available to WorldCom true and complete copies of the 10 largest (based upon annualized revenue as estimated by AOL or ANS) contracts and agreements with customers of the network services business of the ANS Network Services Business, which are identified on Schedule 3.8(d). To the knowledge of AOL, each Network Services Agreement is valid, binding and enforceable in accordance with its terms (assuming the other parties thereto are bound, as to which AOL has no reasonable basis to believe otherwise) and in full force and effect, except where any such invalidity or failure to be binding, enforceable or in full force and effect would not have a Material Adverse Effect. To the knowledge of AOL, and except as set forth in Schedule 3.8(d), no party to any such Network Services Agreement is in violation of the terms and provisions thereof, except for violations which would not have a Material Adverse Effect. (e) Schedule 3.8(e) contains a list of each contract between ANS or any other ANS Entity and a Governmental Entity which is to be performed by or through ANS or an ANS Entity and which accounted for at least 3% of the network services revenues during the 12-month period ended June 30, 1997 (the "Government Contracts"), true and complete copies of which have been made available to WorldCom. To the knowledge of AOL, all Government Contracts have been legally awarded and are binding on the parties thereto and are not currently the subject of protest proceedings, except as would not have a Material Adverse Effect. (f) Except as set forth on Schedule 3.8(f) and except as would not result in a Material Adverse Effect, no notice, consent, waiver or approval is contemplated by or required to or from any party to the Contracts Listcontracts, (iintellectual property licenses, leases, agreements and arrangements listed on Schedules 3.8(a) no officer through 3.8(e) in connection with the execution and delivery of this Agreement or the consummation of the Company has received transaction contemplated hereby, except any notice of any breach under any Contract, other than such breaches as would not materially delay or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunderimpede such consummation. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as As of the date hereof, except as set forth as an exhibit to the Company SEC Documents and on Section 3.10(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any: (i) all contracts pursuant Contract relating to which third-party indebtedness for borrowed money or any third-party financial guaranty in excess of $50,000.00; (Aii) non-competition agreements or any other agreements or arrangements that materially restrict the Company or any Subsidiary is a party and (B) the Company of its Subsidiaries or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company their respective Affiliates from engaging or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary competing in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of area, or which would so restrict the Company or any Subsidiary, of its Subsidiaries following a change in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, control of the Company, nor any Subsidiary has received written notice ; or (iii) Contract required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of a cancellation of or an intent to cancel any ContractRegulation S-K under the Securities Act. (b) Except All Contracts of the type described in clauses (a)(i), (ii) and (iii) above to which the Company or any of its Subsidiaries is a party to or bound by as of the date of this Agreement, together with the Contracts set forth on Section 3.10(b) of the Company Disclosure Letter, are referred to herein as the “Company Material Contracts” (provided that for purposes of Section 5.1, Contracts Listof the type referred to in clause (i) above shall not be deemed to be Company Material Contracts). Except, assuming in each case, as has not, and would not reasonably be expected to have, individually or in the due authorizationaggregate, execution a Company Material Adverse Effect: (i) all Company Material Contracts are valid and delivery by binding on the Company and/or the relevant Subsidiary of the Company that is a party thereto and, to the Knowledge of the Company, each other parties party thereto, each Contract is legalsubject to the Bankruptcy and Equity Exception, valid, binding, and enforceable against the other parties thereto, is (ii) all Company Material Contracts are in full force and effect, (iii) the Company and will not cease each of its Subsidiaries has performed all material obligations required to be in full force and effect as a result performed by them under the Company Material Contracts to which they are parties, (iv) to the Knowledge of the consummation of the transactions contemplated Company, each other party to a Company Material Contract has performed all material obligations required to be performed by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default it under such Contract. Company Material Contract and (c) Except as set forth on the Contracts List, (iv) no officer of the party to any Company Material Contract has received any notice of any breach under any Contract, other than such breaches or defaults by given the Company or any Subsidiary which would cost less than $250,000 in of its Subsidiaries written notice of its intention to cancel, terminate, change the aggregate for scope of rights under or fail to renew any Company Material Contract and neither the Company or nor any Subsidiary to cureof its Subsidiaries, and (ii) nor, to the knowledge Knowledge of Sellerthe Company, no any other party to any Contract is Company Material Contract, has repudiated in breach thereof writing any material provision thereof. Neither the Company nor any of its Subsidiaries has Knowledge of, or has received written notice of, any violation or default thereunder. under (dor any condition which with the passage of time or the giving of notice would cause such a violation of or default under or permit termination, modification or acceleration under) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant any Company Material Contract or any other Contract to which (A) the Company or any Subsidiary it is a party and (B) the Company or by which it or any Subsidiary has non-contingent obligations of its material properties or assets is bound, except for violations or defaults that are not, individually or in the aggregate, reasonably likely to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the result in a Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesMaterial Adverse Effect. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Section 3.15(a) of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting Company Disclosure Letter sets forth, as of the date hereofof this Agreement, a true, correct and complete list of each of the following Contracts to which any Acquired Company is a party or to or by which any Acquired Company or any of its assets or businesses is subject or bound (and any amendments, supplements and modifications thereto): (i) all contracts pursuant to which any Contract that is a non-competition Contract or other Contract that (A) purports to limit in any material respect either the type of business in which any Acquired Company (or, after the Effective Time, any Parent Company) or any Subsidiary is a party and of its Affiliates may engage or the manner or geographic area in which any of them may so engage in any business, (B) would reasonably be expected to require the Company disposition of any material assets or type of business of any of the Acquired Companies (or, after the Effective Time, any Parent Company) or any Subsidiary of their respective Affiliates in connection with the consummation of the Transactions, (C) is a Contract that grants “most favored nation” or similar status that has nonhad, or would reasonably be expected to have, a material impact on the Acquired Companies, taken as a whole, following the Effective Time, would apply to Parent or any of its Subsidiaries, including any of the Acquired Companies, (D) contains any exclusivity, preferred status or similar provision that prohibits or limits in any material respect the right of any of the Acquired Companies (or, after the Effective Time, would prohibit or limit in any material respect the right of any of the Acquired Companies or the Parent Companies) to make, sell, market, advertise or distribute any products or services, use, transfer, license, distribute or enforce any of their respective Intellectual Property rights or otherwise conduct its business, (E) obligates any of the Acquired Companies to purchase or obtain a minimum or specified amount of any product or service from any Person for more than $500,000 in the aggregate on an annual basis or (F) involves the obligation or potential obligation of any of the Acquired Companies to make any earn-contingent obligations out or similar payments to the contract counterparty any Person; (ii) (A) any indenture, loan or credit agreement, security agreement, guarantee, note, mortgage, letter of credit, reimbursement agreement or other Contract, in any such case relating to indebtedness of any Acquired Company having an outstanding principal amount in excess of $100,000 per calendar year1,000,000 (except for such indebtedness between the Acquired Companies or guaranties by any Acquired Company of indebtedness of any other Acquired Company (not including guaranties by any Company Insurance Subsidiary or of indebtedness of any Company Insurance Subsidiary)) or (B) any guarantee by any Company Insurance Subsidiary of indebtedness or any other obligation of any other Acquired Company or other Affiliate of such Company Insurance Subsidiary; (iii) any Contract relating to any joint venture, strategic alliance or partnership material to the Acquired Companies, taken as a whole; (iiiv) all contracts any Contract under which any of the Acquired Companies made payments of more than $750,000 during the fiscal year ended December 31, 2017 or reasonably expects to make payments of more than $750,000 during the fiscal year ending December 31, 2018 and, in either case, is not terminable by any Acquired Company upon notice of sixty (60) days or less without penalty; (v) any Contract under which any of the Acquired Companies received payments of more than $500,000 during the fiscal year ended December 31, 2017 or reasonably expects to receive payments of more than $500,000 during the fiscal year ending December 31, 2018; (vi) (A) any reinsurance treaty or agreement, including any retrocessional agreement, that is material to any Acquired Company pursuant to which any Acquired Company cedes or assumes business, (B) any such treaty or agreement or instrument that has been funded (in whole or in part) by third party capital or (C) any trust agreement, security agreement or other form of collateral agreement entered into in connection with any Contract covered by the immediately foregoing clauses (A) the Company or any Subsidiary is a party and (B) (collectively, the “Company Reinsurance Agreements”); (vii) (A) any Contract with any Company Agent that, during the fiscal year ended December 31, 2017, produced insurance policies or contracts issued by an Company Insurance Subsidiary which resulted in greater than five percent (5%) of the Company Insurance Subsidiaries’ gross written premiums for the year ended December 31, 2017 or (B) any Contract with any Company Agent that is a managing general agency contract counterparty or a managing general underwriting contract under applicable Law; (viii) any Contract that provides for any standstill or similar restriction pursuant to which any Acquired Company has agreed to restrictions on the acquisition of assets or securities of another Person or to which another Person has agreed to restrictions on the acquisition of assets or securities of any Acquired Company; (ix) any employment Contract that requires aggregate payments with respect to annual salary and target bonus in excess of $350,000 on an annual basis or is not terminable without cause by any of the Acquired Companies by notice of not more than sixty (60) days or without any termination payment or penalty, or any severance, retention, change in control or similar Contract; (x) any Contract that grants any rights of first refusal, rights of first offer, rights of first negotiation or other similar rights to any Person with respect to any material asset, property or business of the Acquired Companies, taken as a whole; (xi) any Contract that relates to the acquisition or disposition of any business, capital stock or assets (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration in excess of $3,000,000 under which any of the Acquired Companies has any outstanding earn out, deferred payment, indemnification or contingent obligations, other than this Agreement and any Contract to purchase or sell goods or services in the ordinary course of business consistent with past practice; (xii) any Contract that requires the Acquired Companies to make any capital commitments or capital expenditures in excess of $1,000,000 during any twelve (12) month period following the date of this Agreement; (xiii) any Contract that is a settlement or similar Contract with any Governmental Entity or any other Person to which any of the Acquired Companies or any of its assets or properties is subject with material ongoing obligations of any of the Acquired Companies, taken as a whole; (xiv) any Contract purporting to indemnify or hold harmless any director, officer or employee of any of the Acquired Companies (other than the Company Charter, the Company Regulations and the organizational documents of the Company’s Subsidiaries); (xv) any Contract that is required to be disclosed by the Company pursuant to Item 404 of Regulation S-K under the Securities Act; (xvi) any lease, license, occupancy agreement, sublease, waiver, side letter or guaranty relating to any real property which any Acquired Company leases, uses or occupies or has the right to lease, use or occupy (collectively, the “Company Real Property Leases”); (xvii) any Contract pursuant to which any Intellectual Property right that is material to the Acquired Companies, taken as a whole, is licensed or sold to or by any Acquired Company, other than (A) license agreements for any non-contingent obligations customized commercially available Software, (B) Contracts between an Acquired Company, on the one hand, and an employee or consultant of an Acquired Company, on the other hand, entered into in the ordinary course of business consistent with past practice and (C) Contracts which contain non-exclusive licenses or sublicenses or sales of such Intellectual Property between an Acquired Company, on the one hand, and a supplier, vendor, agent or broker of an Acquired Company, on the other hand, entered into in the ordinary course of business consistent with past practice; (xviii) any disaster recovery or data center Contract; (xix) any Contract entered into prior to the date hereof that is required to be filed by the Company in a future report to be filed or furnished to the SEC as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, excluding those compensatory plans described in Item 601(b)(10)(iii) of Regulation S-K under the Securities Act, that has not been filed as an exhibit to or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement; and (xx) any Contract that would or would reasonably be expected to prevent, materially delay or impair the consummation of the Transactions. All Contracts required to be filed as exhibits to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts SEC Documents have been so filed in a timely manner. Each Contract entered into prior to the date hereof that limit or purport is required to limit be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, excluding those compensatory plans described in Item 601(b)(10)(iii) of Regulation S-K under the Securities Act, and each Contract required to be listed in Section 3.15(a) or any Subsidiary in any line of business or with any Person or in any geographic area and (ivSection 3.18(c) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are Disclosure Letter is referred to herein collectively as the a “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Material Company Contract.” (b) Except as set forth True, correct and complete copies (subject to apparent redactions) of all Material Company Contracts have been made available to Parent in accordance with all applicable Laws. Each Material Company Contract is valid and binding on each Acquired Company party thereto and, to the Contracts List, assuming knowledge of the due authorization, execution and delivery by the other parties theretoCompany, each Contract is legal, valid, binding, other party thereto and enforceable against the other parties thereto, is in full force and effect, except in each case for such failures to be valid and will not cease binding or to be in full force and effect as that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a result Company Material Adverse Effect, subject to the Enforceability Limitations. The Company has not terminated, waived, amended, released or modified in any respect any provision of any standstill or similar agreement with respect to the Company to which it is currently or has, within the twelve (12) months immediately preceding the date hereof, been a party. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, there is no breach or default under any Material Company Contract by any of the consummation Acquired Companies party thereto or, to the knowledge of the transactions contemplated by this AgreementCompany, nor will any other party thereto and no event has occurred that with the consummation lapse of time or the transactions contemplated by this Agreement giving of notice or both would constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer thereunder by any of the Company has received any notice of any breach under any ContractAcquired Companies party thereto or, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Sellerthe Company, no any other party to any Contract is in breach thereof or default thereunderthereto. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as of the date hereof, (i) all contracts pursuant Except as disclosed in Section 3.02(m)(i) of the Parent Disclosure Schedule, there is no Contract to which Parent or any of its subsidiaries is a party or by which it or any of its properties or assets is bound that is required under the Exchange Act and the rules and regulations promulgated thereunder to be filed as an exhibit to any of the Parent SEC Documents (the "Parent Material Contracts"). Neither Parent nor any of its subsidiaries is in violation of or default under (nor has Parent or any of its subsidiaries received written notice from any third party alleging that Parent or any of its subsidiaries is in violation of or in default under, nor, to the knowledge of Parent, does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Parent Material Contract, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on Parent. (ii) Except as disclosed in Section 3.02(m)(ii) of the Parent Disclosure Schedule, neither Parent nor any of its subsidiaries is a party to or is bound by any Parent Material Contract which (A) provides that the Company terms thereof or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company benefits or any Subsidiaryburdens thereunder will be affected or altered (including, in each case other than Leases and Necessary Leases (by means of acceleration) by, or are contingent upon the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice execution of a cancellation of this Agreement or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by hereby, or (B) will be subject to termination or cancellation as a result of the execution of this Agreement, nor will Agreement or the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contracthereby. (ciii) Except as set forth on the Contracts List, (iSection 3.02(m)(iii) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Parent Disclosure Schedule 4.15(d) sets forth (A) a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forthmaterial agreements, as of the date hereof, (i) all contracts instruments and other obligations pursuant to which (A) the Company any indebtedness for borrowed money or capitalized lease obligations of Parent or any Subsidiary is a party of its subsidiaries and (B) the Company or respective principal amounts outstanding thereunder as of the date of this Agreement. (iv) Neither Parent nor any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary of its subsidiaries is a party and (B) the contract counterparty has to or bound by any non-contingent obligations to the Company competition agreement or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333other agreement or obligation that purports to limit in any material respect the manner in which, or the localities in each case other than Leases and Necessary Leases. (f) Con Edison Communicationswhich, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term all or any substantial portion of the letting under the Agreement business of Lease Tunnel Duct between the Port Authority Parent and Telergy Network Servicesits subsidiaries, Inc.taken as a whole, dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c)or would be conducted.

Contracts. (a) By letter Except as filed as exhibits to the Company SEC Filings prior to the date of even date herewiththis Agreement, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, or as disclosed in Section 3.13 of the date hereofCompany Disclosure Memorandum, (i) all contracts pursuant to which (A) none of the Company or any Subsidiary of its Subsidiaries is a party and to or bound by any Contract that (Ba) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Company or any Subsidiary has non-contingent obligations to SEC), (b) involves aggregate expenditures after the contract counterparty date hereof in excess of $100,000 per calendar 500,000, (c) involves annual expenditures in excess of $500,000 and is not cancelable within one year, (iid) all contracts pursuant to which (A) the Company or contains any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company or any Subsidiary for monthly recurring charges of at least $8,333its Subsidiaries, (iii) all contracts that limit or purport to limit which restricts the conduct of any line of business by the Company or any Subsidiary in any line of business its Subsidiaries or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of in which the Company or any Subsidiaryof its Subsidiaries may conduct business, in each case other than Leases and Necessary Leases in any material respect or (e) which would prohibit or materially delay the foregoing contracts are consummation of the Merger or any of the transactions contemplated by this Agreement. Each Contract of the type described in this Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Memorandum, is referred to herein collectively as the a “Contracts”). Company Material Contract.” Except as set forth in Section 3.13 of the Company Disclosure Memorandum and except as would not, individually or in the aggregate, have a Material Adverse Effect, each Company Material Contract is valid and binding on the Contracts ListCompany and each of its Subsidiaries party thereto and, neither Seller, to the Company’s knowledge, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the each other parties party thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease the Company and each of its Subsidiaries has in all respects performed all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the Company’s knowledge, each other party to each Company Material Contract has in full force and effect as a result of the consummation of the transactions contemplated all respects performed all obligations required to be performed by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default it under such Company Material Contract. (c) Except as set forth on the Contracts List, (i) no officer . None of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company of its Subsidiaries has received any written notice of any violation or default under (or any Subsidiary to cure, and (ii) to condition which with the knowledge passage of Seller, no other party to any Contract is in breach thereof time or the giving of notice would cause such a violation of or default thereunderunder) any Company Material Contract. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Except (v) for this Agreement, (w) for the Contracts filed as exhibits to the Parent SEC Reports filed prior to the date of even this Agreement, (x) for Parent Plans and Parent Stock Plans, (y) for any contracts that are terminable (and will continue to be terminable after the Effective Time) by Parent or any of its subsidiaries party thereto on no more than sixty (60) days’ notice without material penalty or other liability or (z) as set forth in Section 4.9 of the Parent Disclosure Schedule, neither Parent nor any of its subsidiaries, as of the date herewithhereof, Seller provided is party to Buyer or bound by any Contract that: (i) is required to be filed by Parent as a complete “material contract” pursuant to Item 601 of Regulation S-K under the Securities Act; (ii) contains covenants binding upon Parent or any of its subsidiaries, in each case, that are material to Parent and accurate list its subsidiaries, taken as a whole, that (A) restrict the ability (other than to the extent described in clause (C)(1) below) of Parent (or, following the Effective Time, the Surviving Company or its subsidiaries) or any of its subsidiaries or Affiliates to engage or compete in any business or sell, supply, acquire, license or distribute any product or service, in each case, in any market or geographic area, with any Person or during any period of time, or that would require the disposition of any material assets or line of business of Parent or its subsidiaries, or, in each case, after the Effective Time, the Surviving Company or its subsidiaries, (B) (1) grant “most favored nation” status to another Person and (2) pursuant to such Contract Parent or any of its subsidiaries collectively received, during the twelve (12) month period ended December 2, 2017, more than $50,000,000 or (C) (1) include exclusive or preferred purchasing arrangements or similar provisions expressly obligating Parent or any of its subsidiaries to obtain all of its requirements for, or a minimum quantity of, certain merchandise exclusively from any vendor for merchandise resold by Parent or any of its subsidiaries, except, in each case, any purchase orders entered into in the ordinary course of business and (2) pursuant to such Contract Parent or any of its subsidiaries collectively paid, during the twelve (12) month period ended December 2, 2017, more than $50,000,000; (iii) is a services agreement, equipment lease, logistics agreement, information technology agreement or agreement related to software (other than any architectural or construction-related Contract) in connection with which or pursuant to which Parent or any of its subsidiaries collectively paid, during the twelve (12) month period ended December 2, 2017, more than $50,000,000 to any Person; (iv) other than with respect to any partnership or limited liability company that is wholly owned by Parent or any of its wholly-owned subsidiaries, is a joint venture, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any joint venture, partnership, limited liability company or other similar Person, in each case, that is material to Parent and its subsidiaries, taken as a whole; (v) is an indenture, credit agreement, loan agreement, security agreement, guarantee, bond or any other Contract relating to indebtedness for borrowed money or the deferred purchase price for property, in each case having an outstanding amount in excess of $5,000,000 individually, other than any such Contract between or among any of Parent and any of its wholly-owned subsidiaries; (vi) prohibits the payment of dividends or distributions in respect of the capital stock of Parent or any of its subsidiaries, prohibits the pledging of the capital stock of Parent or any subsidiary of Parent, prohibits the issuance of guarantees by Parent or any subsidiary of Parent or grants any rights of first refusal or rights of first offer or similar rights or that limits or proposes to limit the ability of Parent or any of its subsidiaries or Affiliates to sell, transfer, pledge or otherwise dispose of any assets or businesses, in each case, that is material to Parent and its subsidiaries, taken as a whole; (vii) is an agreement under which Parent or any of its subsidiaries has any obligations to make a capital contribution to, or other investment in the securities of, any Person (other than (A) to Parent or any of its wholly-owned subsidiaries, (B) extensions of credit in the ordinary course of business consistent with past practice and (C) investments in marketable securities in the ordinary course of business), in each case, that is material to Parent and its subsidiaries, taken as a whole; (viii) is an agreement with respect to any acquisition or divestiture (other than, for the avoidance of doubt, for acquisitions or dispositions of inventory, merchandise, products, services, properties and assets in the ordinary course of business) pursuant to which Parent or any of its subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $10,000,000; (ix) is between Parent or any of its subsidiaries, on the one hand, and any director or officer of Parent or any Person beneficially owning five percent (5%) or more of the outstanding shares of Parent Common Stock or any of their respective Affiliates, on the other hand, except for any Parent Plan; (x) contains a standstill or similar agreement that will be in effect as of the Closing pursuant to which Parent or any of its subsidiaries has agreed not to acquire assets or securities of another Person; (xi) contains a put, call or similar right pursuant to which Parent or any of its subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets, in each case with a value in excess of $10,000,000; (xii) is a Parent Material Real Property Lease; (xiii) is a Contract (including purchasing agreements, group purchasing agreements and excluding work orders, statements of work, purchase orders and similar contracts) pursuant to which Parent or any of its subsidiaries collectively paid, during the twelve (12) month period ended December 2, 2017, more than $50,000,000 to any Person; or (xiv) is with any of Parent’s top ten (10) commercial payors (measured by prescription revenue of Parent during the twelve (12) month period ended on December 2, 2017) (the “Parent Key Payors”). (b) Each Contract set forth or required to be set forth in Section 4.9 of the Parent Disclosure Schedule or filed as an exhibit (or incorporated by reference) to the Parent SEC Reports filed prior to the date of this Agreement as a “material contract” pursuant to Item 601 of Regulation S-K under the Securities Act (and to the extent so disclosed as a “material contract” under Regulation S-K in force as of the date hereof) is referred to herein as a “Parent Material Contract.” Each of the Parent Material Contracts List”is valid and binding on Parent or its subsidiaries party thereto, as applicable, and, to the knowledge of Parent, each other party thereto, and is in full force and effect, subject to the Bankruptcy and Equity Exception, except (i) setting forthto the extent that any Parent Material Contract expires in accordance with its terms and (ii) for such failures to be valid and binding or to be in full force and effect that have not had and would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Except as has not had and would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party Parent and (B) the Company or any Subsidiary has non-contingent its subsidiaries have in all material respects performed all obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease required to be in full force and effect as a result of the consummation of the transactions contemplated performed by this Agreementthem under each Parent Material Contract and, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of SellerParent, no each other party to any each Parent Material Contract is has in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forthmaterial respects performed all obligations required to be performed by it under such Parent Material Contract, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) neither Parent nor any of its subsidiaries have received written notice from any other party to a Parent Material Contract that such other party intends to terminate any such Parent Material Contract (except in accordance with the Company terms thereof) and (C) there is no default under any Parent Material Contract by Parent or any Subsidiary has non-contingent obligations of its subsidiaries and, to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearknowledge of Parent, and (ii) all contracts pursuant to which (A) no event has occurred that, with the Company lapse of time or the giving of notice or both, would constitute a default thereunder by Parent or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leasesits subsidiaries. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”Section 3.18(a) setting forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List Disclosure Letter sets forth, as of the date hereof, any agreement, lease, license, use or occupancy agreement, contract, note, mortgage, indenture, arrangement or other binding obligation (ieach, a “Contract”) all contracts pursuant to which (A) the Company or any Company Subsidiaries is currently a party to or by which it or any of them are otherwise currently bound, that is not filed as an exhibit to the Company SEC Documents or that is not a Contract which is posted and available for review by Parent as of 12:00 p.m., Chicago time, on January 7, 2010, in the internet based data site maintained by the Company with ▇▇▇▇▇▇▇ Corporation and referred to commonly as the Krusher Data Site (the “Posted Data Room Documents”): (i) that would be required to be filed by the Company as an exhibit to any Company SEC Document pursuant to Item 601(b)(4) or 601(b)(10) of Regulation S-K under the Securities Act; (ii) pursuant to which the Company or any Company Subsidiary (A) licenses or otherwise obtains the right to use the Intellectual Property rights of any other Person (other than licenses for readily available commercial software or licenses of Intellectual Property which are not material to the manufacture or sale by the Company or any Company Subsidiary of any product of the Company or any Company Subsidiary), or (B) is restricted in any material respect in its right to use any Company Intellectual Property where any such material restriction would reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect; (iii) that, since January 1, 2003, relates to the acquisition or disposition of any material business or material real property (whether by merger, sale of stock, sale of assets or otherwise), not including any disposition which has been reflected in prior financial statements of the Company that have been filed as part of the Company SEC Documents; (iv) that relates to any acquisition of assets or of a business under which there is a future obligation on the part of the Company or any Company Subsidiary which would reasonably be expected to exceed $500,000 under any such Contract, including by means of an earn-out or similar contingent payment mechanism; (v) purporting to restrict or prohibit the Company or any Company Subsidiary from engaging or competing in the manufacture, marketing, distribution or sale of any of the products or services presently manufactured, marketed, distributed or sold by the Company or any Company Subsidiaries; (vi) that relates to any partnership, joint venture, strategic alliance or other similar arrangement (each a “JV”) in which the Company or any Company Subsidiary is a partner, member or party, excepting any JV with respect to which the Company or the Company Subsidiary which is a partner, member or party thereof has no remaining capital contribution obligation, no unperformed obligation to extend credit, and with respect to which it has no personal liability respecting such JV’s indebtedness, liabilities and obligations; (vii) that evidences or is the primary document under which there arises Indebtedness of the Company or any Company Subsidiary (other than agreements with or among direct or indirect wholly owned Company Subsidiaries) in excess of $1,000,000; (viii) under which the Company or any Company Subsidiary has advanced or loaned any other person the principal sum of more than $1,000,000, not including credit extended to customers in the ordinary course of business; (ix) that includes any guarantee by the Company or any Company Subsidiary of any debt or obligations which are in excess of $500,000 (other than any guarantee by the Company of a Company Subsidiary’s debts or obligations or a guarantee by a Company Subsidiary of the Company’s debts or obligations or another Company Subsidiary’s debts or obligations); (x) the performance of which involves expenditures or receipts of the Company or any Company Subsidiary in excess of $1,000,000 per year not entered into in the ordinary course of business; (xi) that provides for the production by the Company or any Company Subsidiary of any product on an exclusive or requirements basis or the purchase by the Company or any Company Subsidiary of any product on an exclusive or output basis, and was not made in the ordinary course of business by the Company or any Company Subsidiary; (xii) with any director or officer of the Company or any other employee of the Company or any Company Subsidiary earning noncontingent cash compensation in excess of $150,000 per year (including any employment, consulting, retention, severance, change in control, non-competition, termination or indemnification agreements); (xiii) that is a collective bargaining agreement or similar labor agreement with a labor union or labor organization with respect to employees of the Company or any Company Subsidiary; (xiv) to which the Company or any Company Subsidiary is a party with any Governmental Entity, excepting any such Contract made in the ordinary course of business and not to resolve any claimed liability for breach or violation of any law or regulation of governmental authority; (Bxv) that grants any party to the Contract or any other third party “most favored nation” pricing or terms under a Contract which may not be terminated on sixty (60) days or less notice by the Company or any the Company Subsidiary has non-contingent obligations which is a party to such Contract; (xvi) the failure to obtain consent in respect of, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect and (xvii) that provides for termination, acceleration of payment or other special rights upon the occurrence of a change in control of the Company where such termination, acceleration of payment or other special right would reasonably be expected to be material to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearCompany (each such Contract described in clauses (i) through (xvii), each Contract filed as an exhibit to the Company SEC Documents and each of the Posted Data Room Documents that meets the description of any of clauses (i) though (xvii) is referred to herein as a “Company Material Contract”). (b) A true, correct and complete copy of each Company Material Contract (and any amendments thereto) has been made available to Parent. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Company Material Contract except for such breaches or defaults that, individually or in the aggregate, have not resulted in or would not reasonably be expected to result in a Company Material Adverse Effect. To the knowledge of the Company, no other party to any Company Material Contract is in breach of or default (with or without notice or lapse of time, or both) under the terms of any Company Material Contract except for such breaches or defaults that, individually or in the aggregate, have not resulted in or would not reasonably be expected to result in a Company Material Adverse Effect. Each Company Material Contract is a valid and binding obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) all contracts pursuant equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to which (A) the Company or any Subsidiary is a party equitable defenses and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term discretion of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c)court before which any proceeding therefor may be brought.

Contracts. (a) By letter Except for this Agreement, or as filed with the SEC prior to the date of even date herewiththis Agreement, Seller provided neither Parent nor any of its Subsidiaries is a party to Buyer a complete and accurate list (the “Contracts List”) setting forthor bound by, as of the date hereofof this Agreement, any Contract (whether written or oral) (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and “material contract” (Bas such term is defined in Item 601(b)(10) of Regulation S-K of the Company SEC) to Parent; or (ii) 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 Subsidiary has non-contingent obligations to the contract counterparty asset) in excess of $100,000 per calendar year, 25,000,000 (ii) all contracts pursuant of the type described in this Section 4.13(a) and in Section 4.13(b) being referred to herein as “Parent Material Contracts”). (b) Section 4.13(b) of the Parent Disclosure Schedule contains a true and complete listing of the following Contracts to which (A) the Company Parent or any Subsidiary of its Subsidiaries is a party and in effect on the date of this Agreement: (Bi) the contract counterparty has each Contract containing a non-contingent obligations to compete provision that, following the Company Effective Time, would by its terms materially restrict the ability of the Partnership or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport its Subsidiaries to limit the Company or any Subsidiary compete in any line of business or with any Person or in any geographic area during any period of time after the Closing, (ii) each Contract involving the pending acquisition or sale of (or option to purchase or sell) any assets or properties outside the ordinary course of business that involves the payment or receipt of an aggregate amount in excess of $25,000,000 and (iviii) all contracts and agreements relating each collective bargaining agreement to Indebtedness of the Company which Parent or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of its Subsidiaries is a cancellation of party or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contractsubject. (c) Except as set forth on would not have, either individually or in the Contracts Listaggregate, a Parent Material Adverse Effect, (i) no officer each Parent Material Contract is valid and binding on Parent and any of the Company has received any notice of any breach under any Contractits Subsidiaries, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cureas applicable, and is in full force and effect; (ii) Parent and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent Material Contract; and (iii) neither Parent nor any of its Subsidiaries has received written notice of, or to the knowledge Knowledge of SellerParent, no other party to knows of, the existence of any Contract is in breach thereof event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list on the part of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company Parent or any Subsidiary is a party and (B) the Company or of its Subsidiaries under any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leasessuch Parent Material Contract. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (ai) By letter Except as disclosed in the Filed Company SEC Documents and except with respect to licenses and other agreements relating to intellectual property, which are the subject of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forthSection 4.01(p), as of the date hereof, neither the Company nor any of its Subsidiaries is a party to, and none of their respective properties or other assets is subject to, any Contract that is of a nature required to be filed as an exhibit to a report or filing under the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto is in violation of or in default under (inor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) all contracts pursuant any Contract, to which it is a party or by which it or any of its properties or other assets is bound, except for violations or defaults that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has entered into any Contract with any Affiliate of the Company that is in effect as of the date hereof other than Contracts that are disclosed in the Filed Company SEC Documents. Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any agreement or covenant (A) restricting in any material respect the Company Company’s or any Subsidiary is a party and its Subsidiaries’ ability to compete, (B) restricting in any respect the Company or any Subsidiary has non-contingent obligations Company’s Affiliates’ ability to compete (other than the contract counterparty in excess of $100,000 per calendar yearCompany’s Subsidiaries), (iiC) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary restricting in any line material respect the research, development, distribution, sale, supply, license, marketing or manufacturing of business products or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness services of the Company or any Subsidiaryof its Subsidiaries, (D) restricting in each case any respect the research, development, distribution, sale, supply, license, marketing or manufacturing of products or services of any of the Company’s Affiliates (other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company’s Subsidiaries) or (E) containing a right of first refusal, nor any Subsidiary has received written notice right of first negotiation or right of first offer in favor of a cancellation of party other than the Company or an intent to cancel any Contractits Subsidiaries. (bii) Except as set forth on Each Participant who has proprietary knowledge of or information relating to the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result material elements of the consummation design, the manufacturing processes or the formulation of the transactions contemplated by this Agreement, nor will the consummation products of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any of its Subsidiaries has executed and delivered to the Company or the applicable Subsidiary which would cost less than $250,000 of the Company an agreement or agreements, substantially in the aggregate for form(s) set forth in Section 4.01(i)(ii) of the Company Disclosure Letter restricting such person’s right to use and disclose confidential information of the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunderits Subsidiaries. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as As of the date hereof, (i) all contracts pursuant to which (A) neither the Company or nor any Subsidiary of its Subsidiaries is a party to, and (B) none of their respective properties or other assets is subject to, any Contract that is of a nature required to be filed as an exhibit to a report or filing under the Company Securities Act or the Exchange Act, other than any Subsidiary has non-contingent obligations Contract that is filed as an exhibit to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Filed Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any ContractSEC Documents. (b) Except for Contracts filed in unredacted form as set exhibits to the Filed Company SEC Documents, Section 3.10(b) of the Company Disclosure Letter sets forth on a correct and complete list as of the date of this Agreement, and the Company has made available to Parent correct and complete copies (including all amendments, modifications, extensions, renewals, guaranties or other Contracts List, assuming the due authorization, execution and delivery by the other parties with respect thereto, each Contract is legalbut excluding certain names, validterms and conditions that have been redacted in compliance with applicable Laws governing the sharing of information or otherwise), binding, and enforceable against of: (i) all Contracts (other than Contracts of the other parties thereto, is in full force and effect, and will not cease category required to be disclosed in full force and effect as clause (xiv), clause (xv) or clause (xvi) of this Section 3.10(b), regardless of value) 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 $750,000 on an annual basis; (ii) all Contracts to which the Company or any of its Subsidiaries is a result party, or by which the Company, any of its Subsidiaries or any of its Affiliates is bound, that contain a covenant restricting the ability of the Company or any of its Subsidiaries (or which, following the consummation of the transactions contemplated by this AgreementMerger, nor will would restrict the consummation ability of Parent or any of its Subsidiaries, including the transactions contemplated by this Agreement constitute a breach Surviving Entity and its Subsidiaries) to compete in any business or default under such Contract.with any person or in any geographic area; (ciii) Except as set forth on the all Contracts List, (i) no officer of the Company has received or any notice of its Subsidiaries with any breach under any Contract, Affiliate of the Company (other than such breaches any of its Subsidiaries); (iv) any (A) Contract to which the Company or defaults any 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 Company or any Subsidiary which would cost less of its Subsidiaries, of more than $250,000 750,000 on an annual basis; (v) all confidentiality agreements (other than in the ordinary course of business), agreements by the Company not to acquire assets or securities of a third party or agreements by a third party not to acquire assets or securities of the Company; (vi) any Contract having an aggregate for value per Contract, or involving payments by or to the Company or any Subsidiary of its Subsidiaries, of more than $750,000 on an annual basis that requires consent of or notice to curea third party in the event of or with respect to the Merger, including in order to avoid a breach or termination of or loss of benefit under any such Contract; (vii) all joint venture, profit sharing, partnership or other similar agreements involving co-investment with a third party to which the Company or any of its Subsidiaries is a party (other than any such profit sharing or similar agreements entered into in the ordinary course of business); (viii) any Contract or order with or from a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer or as a Provider) which imposes any material obligation or restriction on the Company or its Subsidiaries; (ix) all leases, subleases, licenses or other Contracts pursuant to which the Company or any of its Subsidiaries use or hold any material property involving payments by or to the Company or any of its Subsidiaries of more than $750,000 on an annual basis; (x) all material outsourcing Contracts; (xi) all Contracts with investment bankers, financial advisors, attorneys, accountants or other advisors retained by the Company or any of its Subsidiaries involving payments to be made by or to the Company or any of its Subsidiaries after the date of this Agreement of more than $750,000 on an annual basis; (xii) all Contracts providing for the indemnification by the Company or any of its Subsidiaries of any person, except for any such Contract that is not material to the Company or any of its Subsidiaries; (xiii) all Contracts pursuant to which any indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred and all guarantees of or by the Company or any of its Subsidiaries of any indebtedness of any other 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 $750,000 on an annual basis and excluding trade payables arising in the ordinary course of business); (i) the largest Contracts of the Company and its Subsidiaries with facilities and capitated Providers (including hospitals and medical groups) in the states of California, Texas, Arizona and Colorado (measured in terms of total projected payments by the Company and its Subsidiaries during the year ending December 31, 2005) that, in the aggregate, represent at least 60% of the total projected 2005 payments by the Company and its Subsidiaries to such Providers in each of such states and (ii) the largest Contracts of the Company and its Subsidiaries with such Providers in the states of Oklahoma, Oregon, Nevada and Washington (measured in terms of total projected payments by the Company and its Subsidiaries during the year ending December 31, 2005) that, in the aggregate, represent at least 50% of the total projected 2005 payments by the Company and its Subsidiaries to such Providers in each of such states (collectively, the "Largest Provider Contracts"); (xv) Contracts of the Company and its Subsidiaries with the 20 largest customers in California and the 10 largest customers in the Other Core States in the aggregate (in each case measured in terms of total projected payments to the Company and its Subsidiaries during the year ending December 31, 2005) (the "Largest Customer Contracts"); (xvi) Contracts of the Company and its Subsidiaries with the 20 largest brokers, the 10 largest general agents and the largest broker for American Medical Security Group, Inc. (measured in terms of total projected payments by the Company and its Subsidiaries during the year ending December 31, 2005) (the "Largest Broker Contracts"); (xvii) any Contract with respect to any risk sharing or risk transfer arrangement or that provides for a retroactive premium or similar adjustment or withholding arrangement, pursuant to the terms of which an adjustment, premium, payment or arrangement is reasonably expected to result therefrom in an amount of $750,000 or more; (xviii) any Contract or policy for reinsurance with third parties; (xix) any demonstration or pilot or other material Contract with the Centers for Medicare and Medicaid Services ("CMS") or any successor thereto; and (xx) any Contract with the Office of Personnel Management, or any successor thereto. (i) None of the Company or any of its Subsidiaries (x) is, or 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 Contract to which it is a party or any of its properties or other assets is subject, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as Knowledge of the date hereofCompany, there has occurred no event giving to others any right of termination, amendment or cancellation of (with or without notice or lapse of time or both) any such Contract except for violations, breaches, defaults, waivers or failures to enforce rights or benefits covered by clauses (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant above that individually or in the aggregate have not had and would not reasonably be expected to which (A) the have a Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesMaterial Adverse Effect. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. Schedule 6.05 of the Elan Disclosure Schedule sets forth a complete and correct list of: (a) By letter of even date herewitheach EPI Contract that relates to the research, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forthdevelopment, as exploitation, licensing, use, importation, promotion, marketing, sale or distribution of the date hereofProducts and provides for aggregate annual payments, (i) all contracts or has a value in excess, of $25,000; Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which (A) are marked with brackets [ ] and an asterisk*, have been separately filed with the Company or any Subsidiary is a party Commission. and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts Listeach other EPI Contract that, assuming the due authorization, execution and delivery by the other parties thereto, each if such Contract is legal, valid, binding, and enforceable against the other parties thereto, is were to be terminated or otherwise no longer in full force and effect, would have or would reasonably be expected to have a Material Adverse Effect. EPI has delivered to the Acquiror complete and will correct copies of all such EPI Contracts and all Assumed Contracts; including all amendments, exhibits, appendices and annexes thereto. Except as would not cease to be have a Material Adverse Effect, (a) each of the Assumed Contracts is in full force and effect and constitutes a legal, valid and binding agreement of EPI or its Affiliate, as a result of the consummation of the transactions contemplated applicable, and is enforceable in accordance with its terms by this AgreementEPI or its Affiliate, nor will the consummation of the transactions contemplated as applicable, except as such enforceability may be limited by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, creditors’ rights and (ii) the availability of equitable remedies (whether in a proceeding in equity or at law), and (b) EPI-and its Affiliates have performed all of their obligations under each Assumed Contract, and neither EPI nor any of its Affiliates, nor, to the knowledge Knowledge of SellerEPI, no other any third party to any Contract is in Assumed Contract, has violated or breached, or declared or committed any Default under, any Assumed Contract. Neither EPI nor any of its Affiliates have received any written notice or, to the Knowledge of EPI, any other communication regarding any actual, alleged, possible or potential violation or breach thereof of, or default thereunder. (d) Schedule 4.15(d) sets forth a under, any Assumed Contract. EPI has delivered to the Acquiror complete and accurate list correct copies of all SellerMulti-Provided Indebtedness. (e) The Contracts List sets forthProduct Contracts, as including all amendments, exhibits, appendices and annexes thereto; provided, that such copies may have been redacted to prevent disclosure of information not related to any of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesProducts. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as of the date hereof, (i) all contracts pursuant Neither Premcor nor any of its Subsidiaries is a party to which or bound by any contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the Company employment of any directors, officers or any Subsidiary is a party and employees other than in the ordinary course of business consistent with past practice, (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar yearthat, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of upon the consummation or stockholder approval of the transactions contemplated by this Agreement, nor will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Valero, Premcor, the Surviving Corporation or any of their respective Subsidiaries, (C) that is a “material contract” (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 that has not been filed or incorporated by reference in the Premcor SEC Documents filed prior to the date of this Agreement, or (D) that materially restricts the conduct of any line of business by Premcor or any of its Subsidiaries (including geographical restrictions) or upon consummation of the transactions contemplated by Merger will materially restrict the ability of Valero, the Surviving Corporation or any of their respective Subsidiaries to engage in any line of business (including geographical restrictions). Each contract, arrangement, commitment or understanding of the type described in this Agreement constitute Section 4.1(j), whether or not set forth in the Premcor Disclosure Schedule or in such Premcor SEC Documents, is referred to herein as a breach or default under such “Premcor Contract.” (cii) Except (A) Each Premcor Contract is valid and binding on Premcor and any of its Subsidiaries that is a party thereto, as set forth on the Contracts Listapplicable, and in full force and effect, (iB) no officer Premcor and each of the Company its Subsidiaries has received any notice of any breach in all material respects performed all obligations required to be performed by it to date under any each Premcor Contract, other than except where such breaches noncompliance, either individually or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary aggregate, would not reasonably be expected to curehave a Material Adverse Effect on Premcor, and (iiC) to neither Premcor nor any of its Subsidiaries knows of, or has received notice of, the knowledge existence of Sellerany event or condition that constitutes, no other party to any Contract is in breach thereof or, after notice or lapse of time or both, will constitute, a material default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list on the part of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company Premcor or any Subsidiary is of its Subsidiaries under any such Premcor Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesMaterial Adverse Effect on Premcor. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as of the date hereof, (i) all contracts pursuant Neither UDS nor any of its Subsidiaries is a party to which or bound by any contract, arrangement, commitment or understanding (whether written or oral) (A) with respect to the Company employment of any directors, officers or any Subsidiary is a party and employees other than in the ordinary course of business consistent with past practice, (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar yearwhich, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of upon the consummation or stockholder approval of the transactions contemplated by this Agreement, nor will (either alone or upon the consummation occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Valero, UDS, the Surviving Corporation or any of their respective Subsidiaries to any director officer or employee thereof, (C) which is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the transactions contemplated by SEC) to be performed after the date of this Agreement constitute a breach that has not been filed or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults incorporated by the Company or any Subsidiary which would cost less than $250,000 reference in the aggregate for the Company or any Subsidiary UDS SEC Documents filed prior to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, or (iD) all contracts pursuant which materially restricts the conduct of any line of business by UDS or upon consummation of the Merger will materially restrict the ability of Valero or the Surviving Corporation to which engage in any line of business. Each contract, arrangement, commitment or understanding of the type described in this Section 4.1(j), whether or not set forth in the UDS Disclosure Schedule or in such UDS SEC Documents, is referred to herein as a "UDS Contract". (A) the Company or Each UDS Contract is valid and binding on UDS and any Subsidiary of its Subsidiaries that is a party thereto, as applicable, and in full force and effect, (B) UDS and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each UDS Contract, except where such noncompliance, either individually or in the Company or any Subsidiary has non-contingent obligations aggregate, would not reasonably be expected to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearhave a Material Adverse Effect on UDS, and (iiC) all contracts pursuant to neither UDS nor any of its Subsidiaries knows of, or has received notice of, the existence of any event or condition which (A) constitutes, or, after notice or lapse of time or both, will constitute, a material default on the Company part of UDS or any Subsidiary is of its Subsidiaries under any such UDS Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesMaterial Adverse Effect on UDS. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as Neither MediaOne nor any of the date hereof, MediaOne Subsidiaries is a party to or bound by (i) all contracts pursuant to which any "material contract" (Aas such term is defined in Item 601(b)(10) of Regulation S-K of the Company SEC) or any Subsidiary is agreement, contract or commitment that would be such a party and (B) "material contract" but for the Company or any Subsidiary has non-contingent obligations to exception for contracts entered into in the contract counterparty in excess ordinary course of $100,000 per calendar yearbusiness, (ii) all contracts pursuant to which (A) the Company any non-competition agreement or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company other agreement or obligation which materially limits or will materially limit MediaOne or any Subsidiary for monthly recurring charges of at least $8,333the MediaOne Subsidiaries from engaging in the business of providing cable television, telephony or data transmission services in the United States or the business of providing programming content in the United States, the United Kingdom or Japan, (iii) all contracts that limit any agreement, contract or purport commitment to limit the Company which TW or any of its Affiliates is a party that amends the TWE Partnership Agreement or any related agreement or affects the rights or obligations of MediaOne or any MediaOne Subsidiary in with respect to TWE or any line of business TWE Subsidiary or with any Person or in any geographic area and (iv) all contracts any material agreement, contract or commitment to which U S WEST or any of its Affiliates is a party that is not in the ordinary course of business of MediaOne and agreements relating the MediaOne Subsidiaries. With such exceptions as, individually or in the aggregate, have not had, and would not be reasonably expected to Indebtedness have, a MediaOne Material Adverse Effect, (x) each of the Company or any Subsidiarycontracts, in each case other than Leases agreements and Necessary Leases (commitments of the foregoing contracts are referred to herein collectively as MediaOne and the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution MediaOne Subsidiaries is valid and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result and (y) neither MediaOne nor any of the consummation MediaOne Subsidiaries has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of the transactions contemplated by this Agreementtime, nor will the consummation of the transactions contemplated by this Agreement or both, would constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice provisions of any breach under any Contractsuch contract, other than such breaches agreement or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to commitment. To the knowledge of SellerMediaOne, no other party counterparty to any Contract is such contract, agreement or commitment has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time, or both would constitute a default or other breach under the provisions of, such contract, agreement or commitment, except for defaults or breaches which, individually or in breach thereof the aggregate, have not had, or default thereunder. (d) Schedule 4.15(d) sets forth would not reasonably be expected to have, a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or MediaOne Material Adverse Effect. Neither MediaOne nor any MediaOne Subsidiary is a party and (B) the Company to, or otherwise a guarantor of or liable with respect to, any Subsidiary has non-contingent obligations interest rate, currency or other swap or derivative transaction, other than any such transactions which are not material to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearbusiness of the MediaOne Group. MediaOne has provided or made available to AT&T a copy of each agreement described in item (i), and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i(iii) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c)or (iv) above.

Contracts. (a) By letter Neither Parent nor any of even date herewithits Subsidiaries is a party to or bound by any contract, Seller provided to Buyer a complete and accurate list arrangement, commitment or understanding (the “Contracts List”whether written or oral) setting forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations with respect to the contract counterparty employment of any directors, officers or employees other than in excess the ordinary course of $100,000 per calendar yearbusiness consistent with past practices, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333which, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of upon the consummation or stockholder approval of the transactions contemplated by this Agreement, nor will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Parent, Company, the Surviving Entity or any of their respective Subsidiaries to any director officer or employee thereof, (iii) which is a "material contract" (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 that has not been filed or incorporated by reference in the Parent SEC Documents filed prior to the date hereof or (iv) which materially restricts the conduct of any line of business by Parent or otherwise restricts the operation of the business of Parent or its Subsidiaries or upon consummation of the transactions contemplated by Merger will materially restrict the ability of Parent or the Surviving Entity to engage in any line of business. Each contract, arrangement, commitment or understanding of the type described in this Agreement constitute Section 5.10, whether or not set forth in the Parent Disclosure Schedule or in such Parent SEC Documents, is referred to herein as a breach or default under such "Parent Contract." (cb) Except as set forth on the Contracts List, (i) no officer Each Parent Contract is valid and binding on Parent and any of the Company its Subsidiaries that is a party thereto, as applicable, and in full force and effect, (ii) Parent and each of its Subsidiaries has received any notice of any breach in all material respects performed all obligations required to be performed by it to date under any each Parent Contract, other than except where such breaches noncompliance, either individually or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary aggregate, would not reasonably be expected to curehave a Material Adverse Effect on Parent, and (iiiii) to neither Parent nor any of its Subsidiaries knows of, or has received notice of, the knowledge existence of Sellerany event or condition which constitutes, no other party to any Contract is in breach thereof or, after notice or lapse of time or both, will constitute, a material default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list on the part of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company Parent or any Subsidiary is of its Subsidiaries under any such Parent Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesMaterial Adverse Effect on Parent. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewithAll Contracts, Seller provided including amendments thereto, required to Buyer a complete and accurate list be filed (the “Contracts List”) setting forth, as of the date hereof, (i) all contracts pursuant to which (A) whether or not filed by the Company or with the SEC) as an exhibit to any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness report of the Company filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K promulgated by the SEC have been filed, and no such Contract has been amended or modified, except for such amendments or modifications which have been filed as an exhibit to a subsequently dated and filed Company SEC Document. All such filed Contracts (excluding any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts Contracts or amendments thereto that have been redacted or that are referred missing schedules or exhibits) shall be deemed to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent have been made available to cancel any ContractParent. (b) Except as set forth on Section 3.13(b) of the Contracts ListCompany Disclosure Letter, assuming as of the due authorizationdate of this Agreement, (i) Neither the Company nor any Company Subsidiary is a party to or bound by any Contract pursuant to which the Company or any Company Subsidiary has agreed not to compete with any Person in any area or to engage in any activity or business, execution and delivery by the other parties thereto, each Contract or pursuant to which any benefit or right is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease required to be in full force and effect given or lost, or any penalty or detriment is incurred, as a result of so competing or engaging; (ii) Neither the consummation Company nor any Company Subsidiary is a party to or bound by any Contract that provides for exclusivity or any similar requirement or pursuant to which the Company or any Company Subsidiary is restricted in any way, or which after the Effective Time could restrict Parent or any Company Subsidiary in any way, with respect to the development, manufacture, marketing or distribution of their respective products or services or otherwise with respect to the operation of their businesses, or pursuant to which any benefit or right is required to be given or lost, or any penalty or detriment is incurred, as a result of non-compliance with any such exclusive or restrictive requirements or which requires the Company or any Company Subsidiary to refrain from granting license or franchise rights to any other Person; (iii) Neither the Company nor any Company Subsidiary is a party to or bound by any Contract pursuant to which the Company or any Company Subsidiary has any obligation with (1) any Affiliate of the transactions contemplated Company or any Company Subsidiary, (2) any Company Employees, (3) any union or other labor organization or (4) any Affiliate of any such Person (other than, in each case, (I) offer letters or employment agreements that are terminable at will by this Agreementthe Company or any Company Subsidiary both without any penalty and without any obligation of the Company or any Company Subsidiary to pay severance or other compensation or benefits (other than accrued base salary, accrued commissions, accrued bonuses, accrued vacation pay, accrued floating holidays and legally mandated benefits), and (II) Company Benefit Plans other than offer letters or employment agreements); (iv) Neither the Company nor will any Company Subsidiary is a party to or bound by any Contract under which the consummation Company or any Company Subsidiary has incurred any indebtedness or has an obligation to incur indebtedness having an aggregate principal amount in excess of $200,000 or granting any Lien on any asset of the Company or any Company Subsidiary; (v) Neither the Company nor any Company Subsidiary is a party to or bound by any Inbound IP Contract as defined in Section 3.17(h); (vi) Neither the Company nor any Company Subsidiary is a party to or bound by any Outbound IP Contract as defined in Section 3.17(h); (vii) Neither the Company nor any Company Subsidiary is a party to or bound by any Contract that (A) grants the other party to such Contract or a third party (other than the Surviving Corporation or its Subsidiaries) “most favored nation” pricing or terms that (1) apply to the Company or any Company Subsidiary or (2) following the Effective Time, would apply to Parent, the Surviving Corporation or any Company Subsidiary, or (B) except for any Contracts in the form of purchase orders, provide for fixed pricing for a term of 12 or more months; (viii) Neither the Company nor any Company Subsidiary is a party to or bound by any Contract for any joint venture (whether in partnership, limited liability company or other organizational form) or alliance or similar arrangement; (ix) Neither the Company nor any Company Subsidiary is a party to or bound by any Contract for any development, distribution or similar arrangement relating to any Company Product; (x) Neither the Company nor any Company Subsidiary is a party to or bound by any Contract with any Governmental Entity; (xi) Other than confidentiality agreements, neither the Company nor any Company Subsidiary is a party to or bound by or has adopted any agreement, retention program or incentive plan in connection with the transactions contemplated by this Agreement constitute or the sale process leading to this Agreement; and (xii) Neither the Company nor any Company Subsidiary is a breach party to or default under such Contractbound by any Contract involving the lease, license, use or occupancy of real property. (c) Except as set Section 3.13(c) of the Company Disclosure Letter sets forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the 10 largest customers of the Company or any Subsidiary is a party and (B) the 10 largest customers of each Company Subsidiary (determined on the basis of revenues received by the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearapplicable Company Subsidiary, and respectively, in the fiscal year ended March 31, 2012) (each such customer, a “Major Customer”); (ii) all contracts pursuant to which (A) the 10 largest suppliers to the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations 10 largest suppliers to each Company Subsidiary (determined on the basis of amounts paid by the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333the applicable Company Subsidiary, respectively, in each case other than Leases and Necessary Leases. (fthe fiscal year ended March 31, 2012) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port AuthorityMajor Suppliers”); and (iii) (A) the top five contract manufacturers for the Company and (B) the top five contract manufacturers for each Company Subsidiary (determined on the basis of CECLLC’s election to extend amounts paid by the term of Company or the letting under applicable Company Subsidiary, respectively, in the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Servicesfiscal year ended March 31, Inc., dated October 24, 2000 2012) (the “Port Authority LeaseMajor Manufacturers”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Section 4.14 of even date herewith, Seller provided the Purchaser Disclosure Letter lists each of the following types of Contracts to Buyer which Purchaser or any of its Subsidiaries is a complete and accurate list (the “Contracts List”) setting forth, party or by which any of their respective properties or assets is bound as of the date hereof, : (i) all contracts any Contract that would be required to be filed by Purchaser as a “material contract” pursuant to which (AItem 601(b)(10) of Regulation S-K under the Company Securities Act or any Subsidiary is disclosed by Purchaser on a party and (B) the Company or any Subsidiary has nonCurrent Report on Form 8-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, K; (ii) all contracts pursuant to which (A) any Contract that materially limits the Company ability of Purchaser or any Subsidiary is a party and of its Subsidiaries (B) or, following the contract counterparty has non-contingent obligations to consummation of the Company transactions contemplated by this Agreement, would limit the ability of Purchaser or any Subsidiary for monthly recurring charges of at least $8,333their Subsidiaries, (iiiincluding Surviving Corporation) all contracts that limit or purport to limit the Company or any Subsidiary compete in any material line of business or with any Person or in any geographic area (other than as may be required by Law or any Governmental Entity) or which grants any right of first refusal, right of first offer or similar right or that limits or purports to limit the ability of Purchaser or any of its Subsidiaries (or, following consummation of the transactions contemplated hereby, Surviving Corporation) to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business; (iii) any Contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to it or any of its Subsidiaries or any Contract which relates to a merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (iv) all contracts and agreements any Contract relating to Indebtedness the borrowing of the Company money by it or any Subsidiaryits Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation of a third party (other than deposit liabilities and FHLB borrowings, Contracts pertaining to fully-secured repurchase agreements and Contracts relating to endorsements for payment, guarantees and letters of credit made in the ordinary course of business consistent with past practice), including any sale and leaseback transactions, capitalized leases and other similar financing transactions; and (v) any Contract relating to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or relating to the formation, creation or operation, management or control of any partnership or joint venture, in each case other than Leases and Necessary Leases case, with any third parties, or any Contract which limits payments of dividends. Each Contract of the type described in clauses (the foregoing contracts are i) through (v) is referred to herein collectively as the a “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Purchaser Material Contract.” (b) Except as set forth (i) Each Purchaser Material Contract is valid and binding on Purchaser and any of its Subsidiaries to the Contracts List, assuming the due authorization, execution and delivery by the other parties extent such Subsidiary is a party thereto, as applicable, and to the knowledge of Purchaser, each Contract other party thereto, and is legalin full force and effect and enforceable in accordance with its terms, except to the extent that validity and 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 or by principles of public policy and except where the failure to be valid, binding, enforceable and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach individually or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cureaggregate, has not had a Purchaser Material Adverse Effect; and (ii) there is no default under any Purchaser Material Contract by Purchaser or any of its Subsidiaries or, to the knowledge of SellerPurchaser, no any other party to any Contract is in breach thereof thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list on the part of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company Purchaser or any Subsidiary is a of its Subsidiaries or, to the knowledge of Purchaser, any other party and (B) the Company thereto under any such Purchaser Material Contract, nor has Purchaser or any Subsidiary has of its Subsidiaries received any written notice of any such default, event or condition, or of any termination or non-contingent obligations renewal of any Purchaser Material Contract, except where any such default, event or condition, or any such termination or non-renewal, individually or in the aggregate, has not had a Purchaser Material Adverse Effect. Purchaser has made available to Company a true and complete copy of any Purchaser Material Contracts, including any amendments thereto, to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leasesextent requested by Company. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided All Contracts required to Buyer be filed as exhibits to the Company SEC Documents have been so filed in a complete and accurate list (the “Contracts List”timely manner. Section 3.15(a) setting forth, as of the date hereofCompany Disclosure Letter sets forth a true and complete list of each of the following Contracts to which the Company, any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their assets or businesses are bound (and any amendments, supplements and modifications thereto): (i) all contracts any Contract that would be required to be filed by the Company as a “material contract” pursuant to which Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) any Contract that is a non-competition Contract or other Contract that (A) limits in any material respect either the type of business in which the Company or any Subsidiary is a party and of the Subsidiaries of the Company (or, after the Effective Time, Parent or any of its Subsidiaries) or any of their respective Affiliates, may engage or the manner or geographic area in which any of them may so engage in any business, (B) would require the Company disposition, lease, license or other transfer of any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company material assets or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiaryof its Subsidiaries (or, in each case other than Leases and Necessary Leases (after the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts ListEffective Time, neither Seller, the Company, nor Parent or any Subsidiary has received written notice of a cancellation its Subsidiaries) or any of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect their respective Affiliates as a result of the consummation of the transactions contemplated by this Agreement, nor will (C) is a Contract that grants a third party “most favored nation” or similar status that, following the consummation Effective Time, would apply to Parent or any of its Subsidiaries, including the transactions contemplated by this Agreement constitute Company or any of its Subsidiaries; (D) contains any “exclusivity” or similar provision for the benefit of a breach third party or default under such Contract. (c) Except as otherwise prohibits or limits, in any material respect, except those Intellectual Property Agreements set forth on the Contracts List, (iin Section 3.18(c) no officer of the Company has received Disclosure Letter, the right of the Company or any notice of its Subsidiaries (or, after the Effective Time, would prohibit or limit, in any material respect, the right of Parent or any of its Subsidiaries) to make, sell, market, advertise, promote, publicly display or distribute any products or services or use, transfer, license, distribute, defend or enforce any of their respective Intellectual Property Rights; (E) obligates the Company or any of its Subsidiaries to purchase or obtain a minimum or specified amount of any breach under product or service from any Person; or (F) that involves the obligation or potential obligation of the Company or any of its Subsidiaries to make any “earn-out” or similar payments to any Person; (iii) any indenture, loan or credit agreement, factoring agreement, security agreement, guarantee, note, mortgage, letter of credit, reimbursement agreement or other Contract, in any such case relating to indebtedness or other obligation of any Acquired Company having an outstanding principal amount in excess of $100,000 (except for such indebtedness between the Acquired Companies or guaranties by any Acquired Company of indebtedness of any Acquired Company); (iv) any Contract relating to any material joint venture or partnership; (v) any Contract, other excluding any Real Property Lease, under which the Company or any of its Subsidiaries made or received payments of more than such breaches $250,000 during the fiscal year ended December 31, 2014 or defaults reasonably expects to make or receive payments of more than $250,000 for the fiscal year ending December 31, 2015, and is not terminable upon notice of 30 days or less without penalty; (vi) any Contract that restricts or prohibits the Company or any Subsidiary of the Company (or after the Effective Time would restrict or prohibit Parent or any of its Subsidiaries) from hiring or soliciting any individual to perform employment or consulting services; (vii) any Contract establishing any material dealer, reseller, remarketer, distribution, joint marketing, exclusive arrangement or manufacturer arrangement, or similar agreement granting rights with regard to products or services of the Company or any of its Subsidiaries; (viii) any Contract that provides for any standstill or similar restriction with respect to the Company or its securities; (ix) any Contract for the lease of real property by the Company or any Subsidiary which would cost less of its Subsidiaries that by its terms calls for aggregate annual rent payments of more than $250,000 100,000 by the Company and its Subsidiaries; (x) any employment Contract that requires aggregate payments with respect to annual salary and target bonus in the aggregate for excess of $180,000 on an annual basis or is not terminable without cause by the Company or any Subsidiary of its Subsidiaries by notice of not more than sixty (60) days or without any termination payment or penalty, or any severance, retention, change in control or similar Contract; (xi) any Contract with an independent contractor or consultant, including any Software development agreements, that requires aggregate payments in excess of $150,000 on an annual basis; (xii) any collective bargaining agreement or other Contract with any labor organization, union or association or works council; (xiii) any Contract that grants any rights of first refusal, rights of first negotiation or other similar rights to cureany Person with respect to any material asset of the Company and its Subsidiaries; (xiv) any Contract that relates to any material interest rate, derivatives or hedging transaction (including with respect to commodities); (xv) any Contract that relates to the acquisition or disposition of any business, capital stock or assets (whether by merger, sale of stock, sale of assets or otherwise), other than a Contract to purchase or license of technology, goods, services, or other assets in the ordinary course of business, under which the Company or any of its Subsidiaries has any outstanding contingent or other obligations that are material to the Company and its Subsidiaries, taken as a whole; (iixvi) any Contract that is a settlement or similar Contract with any Governmental Entity or any other Person or an order, judgment, writ, stipulation, award, injunction or decree of a Governmental Entity or arbitrator to which the Company or any of its Subsidiaries, or any of their respective assets or properties, is subject that is, in each case, material to the Company and its Subsidiaries, taken as a whole; (xvii) any Contract purporting to indemnify or hold harmless any director, officer or employee of the Company or any of its Subsidiaries (other than the Company Constituent Documents or organizational documents of the Company’s Subsidiaries); and (xviii) any Contract to which any holder of more than five percent (5%) of the capital stock or other securities of the Company is a party or that is required to be disclosed by the Company pursuant to Item 404 of Regulation S-K under the Securities Act, other than Contracts related to the granting, vesting, exercise, issuance or delivery of equity-based awards under the Company Equity Plans and Contracts that are Company Plans. Each such Contract as described in this Section 3.15(a) or Section 3.18(c) or listed in Section 3.15(a) or Section 3.18(c) of the Company Disclosure Letter, a “Material Contract”. (b) True and complete copies of all Material Contracts of the Company, its Subsidiaries have been made available to Parent in the Data Room in accordance with all applicable Laws. For purposes of this Agreement, “Contract” means any note, bond, mortgage, indenture, contract, arrangement, undertaking, purchase order, bid, agreement, lease, license agreement or other instrument or obligation (whether written or oral), together with all amendments thereto. Each Material Contract is valid and binding on the Company and each of its Subsidiaries party thereto and, to the knowledge of Sellerthe Company, no any other party to any Contract thereto, and is in breach thereof full force and effect, except in each case for such failures to be valid and binding or default thereunder. (d) Schedule 4.15(d) sets forth to be in full force and effect that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, Material Adverse Effect. Except as of required or permitted by this Agreement after the date hereofof this Agreement, (i) all contracts pursuant to which (A) the Company has not terminated, waived, amended, released or modified in any Subsidiary is a party and (B) the Company respect any provision of any standstill or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations similar agreement with respect to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting Company to which it is currently or has, within the 12 months immediately preceding the date hereof, been a party. Except, individually or in the aggregate, as has not had, and would not reasonably be expected to have, a Material Adverse Effect, and there is no default under any Contract by the Agreement Company or any of Lease Tunnel Duct between its Subsidiaries party thereto or, to the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) knowledge of the Port Authority Lease. The Port Authority Lease is Company, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a Necessary Lease that is subject default thereunder by the Company or any of its Subsidiaries party thereto or, to the representations and warranties applicable to Necessary Leases in Section 4.20(c)knowledge of the Company, any other party thereto.

Contracts. (a) By letter Except as filed as exhibits to the Company SEC Filings filed prior to the date of even date herewiththis Agreement, Seller provided to Buyer a complete and accurate list (or as disclosed in Section 3.9 of the “Contracts List”) setting forthCompany Disclosure Letter, as of the date hereof, of this Agreement neither the Company nor any Company Subsidiary is a party to or bound by any Contract (each a “Company Material Contract”) that (i) all contracts pursuant to which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) is with any Affiliate of the Company, other than any Contract (A) which is or has been fully performed and under which the Company has no continuing right, liability or obligation, or (B) that is otherwise disclosed on the Company Disclosure Letter and marked with a footnote indicating that it is a Contract with an Affiliate of the Company, or (iii) limits or otherwise restricts the Company or any Company Subsidiary is a party and (B) or that would, after the Company Effective Time, limit or restrict Parent or any Subsidiary has non-contingent obligations to of its Subsidiaries (including the contract counterparty in excess of $100,000 per calendar year, (iiSurviving Corporation and its Subsidiaries) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company successor thereto, from engaging or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary competing in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness area. To the Company’s Knowledge, none of the Company contracts or any Subsidiary, agreements referred to in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, clause (iii) would preclude the Company, nor the Surviving Corporation or Parent after Closing from engaging in any Subsidiary has received written notice of a cancellation its current activities, or presently planned material activities of or an intent to cancel any Contract. (b) Except as set forth on which the Company is aware. All Company Material Contracts List, assuming the due authorization, execution are valid and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as except to the extent they have previously expired in accordance with their terms, and neither the Company nor any Company Subsidiary has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse or time, or both, could reasonably be expected to constitute a result material default under the provisions of any such Company Material Contract. To the Knowledge of the consummation Company, no counterparty to any such Company Material Contract has violated any provision of, or committed or failed to perform any act which, with our without notice, lapse of the transactions contemplated by this Agreementtime, nor will the consummation of the transactions contemplated by this Agreement or both, could reasonably be expected to constitute a material default or other breach or default under the provisions of any such Company Material Contract. (c) Except as . Copies of all the Contracts set forth on the Contracts List, (i) no officer of in the Company has received any notice of any breach under any Contract, other than Disclosure Letter have heretofore been made available to Parent and such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, copies are accurate and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereundercomplete. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Section 5.11(a) of even date herewiththe Hunters Point Disclosure Schedule sets forth a list of all of the following Contracts (collectively, Seller provided to Buyer a complete and accurate list (the “Contracts ListHunters Point Material Contracts”) setting forth, that are in force as of the date hereofhereof or were entered into not more than two (2) years prior to the date of this Agreement, and to which any of the Hunters Point Entities is a party or that affect any of the Hunters Point Properties: (i) any Contract that would be considered a material contract, as defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC, with respect to the Company (after giving effect to the transactions contemplated hereby); or (ii) any Contract in effect as of the date hereof between or among any Hunters Point Investor or any Related Party of such Investor, on the one hand, and any of the Hunters Point Entities, on the other hand, other than the Organizational Documents of the Hunters Point Venture (each such Contract, a “Hunters Point Related Party Contract”). (b) True, correct and complete copies of all of the Hunters Point Material Contracts have been provided or made available to the other parties hereto (including through the Electronic Data Room). Except such as would not reasonably be expected to have a Hunters Point Material Adverse Effect, (i) all contracts pursuant to which (A) Hunters Point Material Contracts are in full force and effect and are legal, valid and binding obligations of the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations Hunters Point Entities, as applicable, and, to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness knowledge of the Company or any SubsidiaryHunters Point Venture, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights and general principles of equity (regardless of whether enforcement is legal, valid, binding, and enforceable against sought in a proceeding at law or in equity); (ii) none of the other parties thereto, Hunters Point Entities is in full force and effectbreach of, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such under, any Hunters Point Material Contract. ; (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (iiiii) to the knowledge of Sellerthe Hunters Point Venture, no other party to any Hunters Point Material Contract is in breach thereof or default thereunder. ; and (div) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as none of the date hereof, (i) all contracts pursuant to which (A) the Company or Hunters Point Entities has received written notice from any Subsidiary is a party and (B) the Company or Person asserting that any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting Hunters Point Entities is in default under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 any Hunters Point Material Contract (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(cwhich default remains uncured).

Contracts. (a) By letter Except for this Agreement, neither the Company nor any of even date herewith, Seller provided its subsidiaries is a party to Buyer a complete and accurate list (the “Contracts List”) setting forth, as of the date hereof, or bound by: (i) all contracts any Contract that would be required to be filed by the Company as a “material contract” pursuant to which Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act (or the rules and regulations promulgated thereunder); (ii) any Contract that (A) contains covenants binding upon the Company or any Subsidiary is a party and (B) of its subsidiaries that materially restricts the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness ability of the Company or any Subsidiaryof its subsidiaries (or which, following the consummation of the Merger, could materially restrict the ability of the Surviving Corporation) to compete in each case any business, or with any person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its subsidiaries upon notice of ninety (90) days or less or (B) contains exclusivity obligations or restrictions binding on the Company or any its subsidiaries or that would be binding on the Surviving Corporation or any of its affiliates after the Closing, except for any such Contract that may be canceled without penalty by the Company or any of its subsidiaries upon notice of ninety (90) days or less; (iii) any Contract with respect to a material joint venture, partnership, limited liability company or other similar agreement; (iv) any Contract that would prevent, materially delay or materially impede the Company’s ability to consummate the Merger or the other transactions contemplated by this Agreement; (v) any Contract relating to indebtedness incurred by the Company or any of its subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) other than Leases indebtedness incurred in the ordinary course of business consistent with past practice having a principal amount not in excess $3,000,000; (vi) any Contract or series of related agreements, including any option agreement, relating to the acquisition or disposition of any business, capital stock or assets of any other person or any material real property (whether by merger, sale of stock, sale of assets or otherwise), other than employee stock options and Necessary Leases any Contracts related to the Investment Assets; (vii) any Contract pursuant to which a non-affiliated third party licenses (as licensor or licensee) Intellectual Property or information technology owned or used by the foregoing contracts are referred Company and its subsidiaries (other than any such agreement for off-the-shelf, commercially available Software with annual royalties of less than $1,000,000 in the aggregate); (viii) any Contract relating to herein collectively as any interest rate, derivatives or hedging transaction pursuant to which the “Contracts”Company or any of its subsidiaries may be required to post collateral for the benefit of any counterparty; (ix) any Contract with any person containing any provision or covenant requiring the Company or any of its subsidiaries to indemnify or hold harmless any person which is reasonably likely to result in a material liability of the Company or any of its subsidiaries other than Contracts in the ordinary course of business; (x) any material outsourcing Contract or commitment (including with respect to the outsourcing of any material corporate or operational function or any aspect thereof). Except as set forth on ; or (xi) any investment advisory Contract or any other Contract relating to investment management, investment advisory or subadvisory services pursuant to which any Company Insurance Entity received services in which the Contracts ListCompany and its subsidiaries paid in excess of $1,000,000 in the twelve (12) months ended December 31, neither Seller, 2014 or that requires the Company, nor Company or any Subsidiary has received written notice of a cancellation its subsidiaries to invest in excess of or an intent to cancel any Contract$1,000,000 pursuant thereto. (b) Except Section 3.20(b) of the Company Disclosure Schedule lists the top five Distribution Agreements, measured by commissions and other fees paid by the Company and its subsidiaries thereunder in the twelve (12) month period ended December 31, 2014. Each such Contract described in subclauses (i) through (xi) of clause (a) or in clause (b) and each Contract filed by the Company with the SEC as an exhibit is referred to herein as a “Material Contract”. Each Material Contract is set forth on in Section 3.20 of the Company Disclosure Schedule. (c) A true and complete copy of each Material Contract has been made available to Parent. Each of the Material Contracts List, assuming and each of the due authorization, execution and delivery by the other parties thereto, each Contract Reinsurance Contracts is legal, validvalid and binding on the Company and each of its subsidiaries party thereto and, bindingto the knowledge of the Company, each other party thereto and enforceable against the other parties thereto, is in full force and effect, except for such failures to be valid and will not cease binding or to be in full force and effect as that have not had and would not, individually or in the aggregate, reasonably be expected to have a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach Material Adverse Effect. There is no default or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults Material Contract by the Company or any Subsidiary which of its subsidiaries or, to the knowledge of the Company, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would cost less than $250,000 in the aggregate for constitute a default or breach thereunder by the Company or any Subsidiary to cureof its subsidiaries or, and (ii) to the knowledge of Sellerthe Company, no any other party thereto, or would result in a termination thereof or would cause or permit the acceleration of or other changes of or to any Contract is in breach thereof right or default obligation or the loss of any material benefit thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases except as has not had and Necessary Leaseswould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Except for this Agreement, or as filed with the SEC prior to the date of even date herewiththis Agreement, Seller provided neither Parent nor any of its Subsidiaries is a party to Buyer a complete and accurate list (the “Contracts List”) setting forthor bound by, as of the date hereofof this Agreement, any Contract (whether written or oral) (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and “material contract” (Bas such term is defined in Item 601(b)(10) of Regulation S-K of the Company SEC) to Parent; or (ii) 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 Subsidiary has non-contingent obligations to the contract counterparty asset) in excess of $100,000 per calendar year, 25,000,000 (ii) all contracts pursuant of the type described in this Section 4.13(a) and in Section 4.13(b) being referred to herein as “ Parent Material Contracts ”). (b) Section 4.13(b) of the Parent Disclosure Schedule contains a true and complete listing of the following Contracts to which (A) the Company Parent or any Subsidiary of its Subsidiaries is a party and in effect on the date of this Agreement: (Bi) the contract counterparty has each Contract containing a non-contingent obligations to compete provision that, following the Company Effective Time, would by its terms materially restrict the ability of the Partnership or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport its Subsidiaries to limit the Company or any Subsidiary compete in any line of business or with any Person or in any geographic area during any period of time after the Closing, (ii) each Contract involving the pending acquisition or sale of (or option to purchase or sell) any assets or properties outside the ordinary course of business that involves the payment or receipt of an aggregate amount in excess of $25,000,000 and (iviii) all contracts and agreements relating each collective bargaining agreement to Indebtedness of the Company which Parent or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of its Subsidiaries is a cancellation of party or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contractsubject. (c) Except as set forth on would not have, either individually or in the Contracts Listaggregate, a Parent Material Adverse Effect, (i) no officer each Parent Material Contract is valid and binding on Parent and any of the Company has received any notice of any breach under any Contractits Subsidiaries, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cureas applicable, and is in full force and effect; (ii) Parent and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Parent Material Contract; and (iii) neither Parent nor any of its Subsidiaries has received written notice of, or to the knowledge Knowledge of SellerParent, no other party to knows of, the existence of any Contract is in breach thereof event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list on the part of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company Parent or any Subsidiary is a party and (B) the Company or of its Subsidiaries under any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leasessuch Parent Material Contract. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (ai) By letter Schedule 2.1(v)(i) and Schedule 2.1(g) of even date herewith, Seller provided the CPA14 Disclosure Letter list all CPA14 Material Contracts to Buyer which CPA14 or any CPA14 Subsidiary is a complete and accurate list (the “Contracts List”) setting forth, party that are in effect as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”)this Agreement. Except as set forth on in Schedule 2.1(v)(i) of the Contracts ListCPA14 Disclosure Letter or in the CPA14 SEC Documents, neither Sellereach CPA14 Material Contract is valid, binding and enforceable in accordance with its terms and in full force and effect with respect to CPA14 and the CompanyCPA14 Subsidiaries, nor any Subsidiary has received written notice as applicable, and, to the Knowledge of a cancellation CPA14, each of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, except, in each Contract is legalcase, where such failure to be so valid, bindingbinding and enforceable and in full force and effect would not, individually or in the aggregate, reasonably be expected to have a CPA14 Material Adverse Effect, and enforceable against there are no defaults (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause a default) under any CPA14 Material Contract by CPA14 or any CPA14 Subsidiary, or, to the Knowledge of CPA14, any of the other parties thereto, is except for those defaults that would not, individually or in full force and effectthe aggregate, and will not cease reasonably be expected to be in full force and effect as have a result CPA14 Material Adverse Effect. For purposes of the consummation of the transactions contemplated by this Agreement, nor will “CPA14 Material Contracts” shall mean (A) any partnership, limited liability company or joint venture agreement between CPA14 or any CPA14 Subsidiary, on the consummation of one hand, and a third party, on the transactions contemplated by this Agreement constitute a breach or default under such Contract. other hand, (cB) Except as the mortgage loans set forth on Schedule 2.1(g) of the Contracts ListCPA14 Disclosure Letter, (iC) no officer each material commitment, contractual obligation, borrowing, capital expenditure or transaction entered into by CPA14 or any CPA14 Subsidiary which may result in total payments by or liability of CPA14 or any CPA14 Subsidiary in excess of $1,000,000, (D) any other agreements filed or required to be filed as exhibits to the CPA14 SEC Documents pursuant to Item 601(b)(10) of Regulation S-K of Title 17, Part 229 of the Company has received Code of Federal Regulations, (E) any notice of interest rate cap, interest rate collar, interest rate swap, currency hedging transaction and any breach under any Contract, other than such breaches or defaults by the Company agreement relating to a similar transaction to which CPA14 or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any CPA14 Subsidiary is a party and or an obligor with respect thereto, (BF) the Company or any Subsidiary has non-contingent obligations CPA14 Leases with respect to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearfive largest CPA14 Tenants measured by lease revenue, and (iiG) any agreement, commitment, instrument or obligation of a type described in Sections 2.1(v)(ii) through 2.1(v)(iv); in each case including all contracts pursuant amendments, modifications and supplements to such CPA14 Material Contracts and all side letters to which (A) the Company CPA14 or any CPA14 Subsidiary is a party and (B) affecting the contract counterparty has non-contingent obligations to the Company or of any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leasesparty thereunder. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Except for this Agreement and except for any Contract filed as an exhibit to the SEC Reports, Section 4.18 of even date herewiththe Company Disclosure Schedule lists, Seller provided and the Company has made available to Buyer a Parent true, correct and complete copies (except for redactions of competitive information) of, each and accurate list every Contract (the “Contracts List”) setting forthin each case, determined as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary of its Subsidiaries is a party and (B) or by which the Company or any Subsidiary has non-contingent obligations to the contract counterparty of its Subsidiaries or any of their respective properties or assets is bound and which is currently in excess of $100,000 per calendar year, (ii) all contracts pursuant to effect or under which (A) the Company or any Subsidiary of its Subsidiaries has any continuing rights or obligations: (i) that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K; (ii) that is a party and (B) the contract counterparty has non-contingent obligations license, sublicense or other Contract pursuant to which the Company or any Subsidiary for monthly recurring charges of at least $8,333its Subsidiaries is authorized to use any third party Intellectual Property that is material to the business of the Company, excluding generally commercially available, off-the-shelf software programs (the “Licensed-In Intellectual Property” and such license, sublicense or other Contract, a “Licensed-In Agreement”); (iii) all contracts that limit is a license, sublicense or purport other Contract pursuant to limit which any third party (A) is authorized to use Owned Intellectual Property that is material to the business of the Company or (B) has obtained and continues to have exclusive rights in Owned Intellectual Property that is material to the business of the Company and its Subsidiaries, other than licenses, sublicenses and other Contracts relating to Owned Intellectual Property granted in the ordinary course of business consistent with past practice; (iv) that contains covenants that materially restrict the ability of the Company or any Subsidiary in of its Subsidiaries (or which, following the consummation of the Merger, would materially restrict the ability of the Surviving Corporation or any line of business or its Affiliates) to compete with any Person or in any business, geographic area and or distribution or sales channel, or to sell, supply or distribute any service or product, except for any such Contract that may be canceled without material penalty by the Company or its Subsidiaries upon notice of sixty (iv60) all contracts and agreements relating days or less; (v) any material partnership or joint venture or pursuant to Indebtedness of which the Company or any Subsidiaryof its Subsidiaries has an obligation (contingent or otherwise) to make a material investment in or extension of credit to any Person; (vi) agreements for or related to (A) indebtedness for borrowed money (other than intercompany indebtedness) having an outstanding principal amount in excess of $10 million or (B) any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or any other derivative financial instrument or contract not entered into in the ordinary course of business; or (vii) with respect to any acquisition or disposition of any Person or business or material portion thereof pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case other than Leases and Necessary Leases that would reasonably be expected to result in payments in excess of $10 million. Each such Contract described in clauses (the foregoing contracts are i) through (vii) is referred to herein collectively as the a “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Material Contract.” (b) Except as set forth would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Material Contract is valid and binding on the Contracts ListCompany or one of its Subsidiaries and, assuming to the due authorization, execution and delivery by knowledge of the other parties theretoCompany, each Contract is legal, valid, binding, other party thereto and enforceable against the other parties thereto, is in full force and effect, and will not cease the Company and its Subsidiaries have performed and complied with all material obligations required to be performed or complied with by it under each Material Contract. Except in full force and effect any case of default as would not have or reasonably be expected to have, individually or in the aggregate, a result of the consummation of the transactions contemplated by this AgreementMaterial Adverse Effect, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or (x) there is no default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults Material Contract by the Company or any Subsidiary which of its Subsidiaries or, to the knowledge of the Company, by any other party, and (y) no event has occurred that with the lapse of time or the giving of notice or both would cost less than $250,000 in the aggregate for constitute a default thereunder by the Company or any Subsidiary to cureof its Subsidiaries, and (ii) or to the knowledge of Sellerthe Company, no by any other party to any Contract is in breach thereof or default thereunderparty. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Other than any Contract filed as an exhibit to the Company SEC Documents, neither the Company nor any of even date herewith, Seller provided its Subsidiaries is a party to Buyer or bound by any Contract that is of a complete and accurate list (nature required to be filed as an exhibit to a report or filing under the “Contracts List”Securities Act or Exchange Act. Section 3.15(a) setting forth, as of the date hereof, (i) all contracts pursuant Company Disclosure Letter sets forth a true and complete list of each of the following Contracts to which (A) the Company or any Subsidiary of its Subsidiaries is a party and (B) or by which the Company or any Subsidiary has nonof its Subsidiaries or any of their assets or businesses are bound (and any amendments, supplements and modifications thereto): (i) any Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-contingent obligations to K under the contract counterparty in excess of $100,000 per calendar year, Securities Act; (ii) all contracts pursuant to which any Contract that is a non-competition Contract or other Contract that (A) purports to limit in any material respect either the Company’s or its Subsidiaries’ ability to compete in any type of business in which the Company or any Subsidiary is a party and of the Subsidiaries of the Company (or, after the Effective Time, Parent or any of its Subsidiaries) or any of their respective Affiliates, may engage or the manner or geographic area in which any of them may so engage in any business, (B) would require the contract counterparty has non-contingent obligations to the Company disposition of any material assets or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiaryof its Subsidiaries (or, in each case other than Leases and Necessary Leases (after the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts ListEffective Time, neither Seller, the Company, nor Parent or any Subsidiary has received written notice of a cancellation its Subsidiaries) or any of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect their respective Affiliates as a result of the consummation of the transactions contemplated by this Agreement, nor will (C) is a Contract that grants “most favored nation” or similar status that, following the consummation Effective Time, would apply to Parent or any of its Subsidiaries, including the transactions contemplated by this Agreement constitute a breach Company or default under such Contract. any of its Subsidiaries; (cD) Except as set forth on contains any “exclusivity” or similar provision or otherwise prohibits or limits, in any material respect, the Contracts List, (i) no officer right of the Company or any of its Subsidiaries (or, after the Effective Time, would prohibit or limit, in any material respect, the right of Parent or any of its Subsidiaries) to make, sell, market, advertise or distribute any products or services or use, transfer, license, distribute or enforce any of their respective Intellectual Property rights; (E) obligates the Company or any of its Subsidiaries to purchase or obtain a minimum or specified amount of any product or service from any Person; or (F) that involves the obligation or potential obligation of the Company or any of its Subsidiaries to make any “earn-out” or similar payments to any Person; (iii) any Contract under which any Acquired Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $2,500,000 (except for such indebtedness between the Acquired Companies or guaranties by any Acquired Company of indebtedness of any Acquired Company); (iv) any Contract relating to any material joint venture or partnership; (v) any Contract under which the Company or any of its Subsidiaries made or received any payments of more than $5,000,000 during the fiscal year ended August 31, 2014 or reasonably expects to make or receive payments of more than $5,000,000 for the fiscal year ending August 31, 2015 and, in either case, is not terminable upon notice of 30 days or less without penalty; (vi) any breach Contract that restricts or prohibits the Company or any Subsidiary of the Company (or after the Effective Time would restrict or prohibit Parent or any of its Subsidiaries) from hiring or soliciting any individual to perform employment or consulting services; (vii) any Contract relating to any material dealer, reseller, remarketer, distribution, joint marketing, affiliate or development, delivery, manufacturing or similar agreement under which the Company or any Contractof its Subsidiaries made payments of more than $5,000,000 during the fiscal year ended August 31, other than such breaches 2014; (viii) any Contract that contains a standstill or defaults similar restriction enforceable against the Company or any of its Subsidiaries; (ix) any Contract for the lease of real property by the Company or any Subsidiary which would cost less of its Subsidiaries that by its terms calls for aggregate annual rent payments of more than $250,000 1,000,000 by the Company and its Subsidiaries; (x) any employment Contract that requires aggregate payments with respect to annual salary and target bonus in the aggregate for excess of $1,000,000 on an annual basis and is not terminable without cause by the Company or any Subsidiary of its Subsidiaries by notice of not more than 30 days and without any termination payment or penalty, or any severance Contract; (xi) any collective bargaining agreement or other Contract with any labor organization, union or association; (xii) any Contract that grants any rights of first refusal, rights of first negotiation or other similar rights to cureany person with respect to any material asset of the Company and its Subsidiaries; (xiii) any Contract that relates to any material interest rate, derivatives or hedging transaction (including with respect to commodities); (xiv) any Contract that relates to the acquisition or disposition of any business, capital stock or assets (whether by merger, sale of stock, sale of assets or otherwise), other than a Contract to purchase goods or services in the ordinary course of business, under which the Company or any of its Subsidiaries has any outstanding contingent or other obligations that are material to the Company and its Subsidiaries, taken as a whole; (iixv) any Contract in which the Company purports to indemnify or hold harmless any director, officer or employee of the Company or any of its Subsidiaries (other than the Company Constituent Documents or organizational documents of the Company’s Subsidiaries); and (xvi) any Contract to which any holder of capital stock or other securities of the Company is a party or that is required to be disclosed by the Company pursuant to Item 404 of Regulation S-K under the Securities Act. Each such Contract as described in this Section 3.15(a) or Section 3.18(c) or listed in Section 3.15(a) or Section 3.18(c) of the Company Disclosure Letter, a “Material Contract”. (b) True and complete copies of all Material Contracts of the Company and its Subsidiaries have been made available to Parent in accordance with all applicable Laws. For purposes of this Agreement, “Contract” means any note, bond, mortgage, indenture, contract, arrangement, undertaking, purchase order, bid, agreement, lease or other instrument or obligation (whether written or oral), together with all amendments thereto. Each Material Contract is valid and binding on the Company and each of its Subsidiaries party thereto and, to the knowledge of Sellerthe Company, no any other party thereto, and is in full force and effect, except in each case for such failures to be valid and binding or to be in full force and effect that, individually or in the aggregate, have not had, and could not reasonably be expected to have, a Material Adverse Effect. Except, individually or in the aggregate, as has not had, and could not reasonably be expected to have, a Material Adverse Effect, and except as set forth in Section 3.15(b) of the Company Disclosure Letter, there is no default under any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) by the Company or any Subsidiary is of its Subsidiaries party thereto or, to the knowledge of the Company, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a party and (B) default thereunder by the Company or any Subsidiary has non-contingent obligations of its Subsidiaries party thereto or, to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term knowledge of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network ServicesCompany, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c)any other party thereto.

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as As of the date hereofof this Agreement, there are no Contracts that are material contracts (ias defined in Item 601(b)(10) all contracts pursuant of Regulation S-K) with respect to which Otic Pharma (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations assuming Otic Pharma was subject to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness requirements of the Company or any SubsidiaryExchange Act), in each case other than Leases and Necessary Leases (those Contracts identified in Section 3.11(a) of the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any ContractOtic Pharma Disclosure Schedule. (b) Except Neither Otic Pharma nor any of its Subsidiaries has entered into any transaction that would be subject to proxy statement disclosure pursuant to Item 404 of Regulation S-K (assuming Otic Pharma was subject to the requirements of the Exchange Act), other than as set forth on disclosed in Section 3.11(b) of the Contracts List, assuming the due authorization, execution and delivery by the Otic Pharma Disclosure Schedule. (c) Neither Otic Pharma nor any of its Subsidiaries is a party to any agreement under which a third party would be entitled to receive a license or any other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease right to be in full force and effect Otic Pharma Intellectual Property as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation . (d) Section 3.11(d) of the transactions contemplated Otic Pharma Disclosure Schedule lists the following Contracts of Otic Pharma in effect as of the date of this Agreement: (i) any Contract (or group of related Contracts) 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 180 days from the date of this Agreement, (B) which involves an aggregate of more than $150,000 or (C) in which Otic Pharma or any of its Subsidiaries has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a particular party; (ii) any Contract under which the consequences of a default or termination would reasonably be likely to have a Otic Pharma Material Adverse Effect; (iii) any Contract that could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of Otic Pharma or any of its Subsidiaries or Public Company or any of its Subsidiaries as currently conducted and as currently proposed to be conducted; (iv) any Contract under which Otic Pharma or any of its Subsidiaries is restricted from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the market or line of business; (v) any dealer, distribution, joint marketing, joint venture, joint development, partnership, strategic alliance, collaboration, development agreement or outsourcing arrangement; (vi) any Contract for the conduct of research studies, pre-clinical or clinical studies, manufacturing, distribution, supply, marketing or co-promotion of any products in development by this Agreement or which has been or which is being marketed, distributed, supported, sold or licensed out, in each case by or on behalf of Otic Pharma or any of its Subsidiaries; and (vii) any Contract that would entitle any third party to receive a license or any other right to intellectual property of Public Company or any of Public Company’s Affiliates following the Closing. (e) Otic Pharma has made available to Public Company a complete and accurate copy of each Contract listed in Sections 3.10(b)(i), 3.10(b)(ii), 3.11(a), 3.11(b) and 3.11(d) of the Otic Pharma Disclosure Schedule. With respect to each Contract so listed: (i) the Contract is legal, valid, binding and enforceable and in full force and effect against Otic Pharma and/or its Subsidiaries party thereto, as applicable, and, to the knowledge of Otic Pharma, 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 Otic Pharma and/or its Subsidiaries party thereto, as applicable, and, to the knowledge of Otic Pharma, 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 Otic Pharma or its Subsidiaries), in each such case subject to the Bankruptcy and Equity Exception; and (iii) none of Otic Pharma, its Subsidiaries nor, to the knowledge of Otic Pharma, any other party, is in breach or violation of, or default under, any such Contract, and no event has occurred, is pending or, to the knowledge of Otic Pharma, is threatened, which, with or without notice or lapse of time, or both, would constitute a breach or default under such Contract. (c) Except as set forth on the Contracts Listby Otic Pharma, (i) no officer of the Company has received any notice of any breach under any Contractits Subsidiaries or, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of SellerOtic Pharma, no any other party to any Contract is under such Contract, except for such breaches, violations or defaults that, individually or in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forththe aggregate, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearhave not had, and (ii) all contracts pursuant are not reasonably likely to which (A) the Company or any Subsidiary is have, a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesOtic Pharma Material Adverse Effect. (f) Con Edison CommunicationsFor purposes of this Agreement, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services“Contract” shall mean, Inc.with respect to any person, dated October 24any written, 2000 oral or other agreement, contract, subcontract, lease (the “Port Authority Lease”whether for real or personal property), for the first five-year extension period referenced in Section 4(b)(i) mortgage, understanding, arrangement, instrument, note, option, warranty, license, sublicense, insurance policy, benefit plan or commitment or undertaking of the Port Authority Lease. The Port Authority Lease any nature to which such person is a Necessary Lease that is subject to the representations and warranties party or by which such person or any of its assets are bound under applicable to Necessary Leases in Section 4.20(c)law.

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as of the date hereof, (i) all contracts pursuant to which (A) Neither the Company or nor any Subsidiary of its Subsidiaries is a party to, and (B) none of their respective properties or other assets is subject to, any Contract that is of a nature required to be filed as an exhibit to a report or filing under the Company Securities Act or the Exchange Act, other than any Subsidiary has non-contingent obligations Contract that is filed as an exhibit to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Filed Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any ContractSEC 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 Schedule sets forth a correct and complete list as of the date of this Agreement, and the Company has made available to Parent correct and complete copies (including all amendments thereto), of: (i) all Contracts (other than Contracts of the category required to be disclosed in either clause (ix) or clause (x) of this Section 3.10(b), regardless of value) 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 Company or any of its Subsidiaries is a party, or by which the Company, any of its Subsidiaries or any of its Affiliates is bound, that contain a covenant restricting the ability of the Company or any of its Subsidiaries (or which, following 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; (iii) all Contracts (other than Contracts entered into in the ordinary course of business with all providers of health care, including, but not limited to, physicians, facilities and ancillary providers (each a "Provider")) of the Company or any of its Subsidiaries with any Affiliate of the Company (other than any of its Subsidiaries); (iv) all Contracts to which the Company or any of its Subsidiaries is a party granting any license to intellectual property (other than trade and service marks) and any other license (other than real estate) having an aggregate value per license, or involving payments to the Company or any of its Subsidiaries, of more than $500,000 on an annual basis; (v) all confidentiality agreements (other than in the ordinary course of business), agreements by the Company not to acquire assets or securities of a third party or agreements by a third party not to acquire assets or securities of the Company; (vi) any Contract having an aggregate value per Contract, or involving payments by or to the Company or any of its Subsidiaries, of more than $500,000 on an annual basis that requires consent of or notice to a third party in the event of or with respect to the Merger, including in order to avoid termination of or loss of benefit under any such Contract; (vii) all joint venture, partnership or other similar agreements involving co-investment with a third party to which the Company or any of its Subsidiaries is a party; (viii) except as set forth on in Section 3.03, all Contracts pursuant to which any indebtedness of the Contracts List, assuming the due authorization, execution Company or any of its Subsidiaries is outstanding or may be incurred and delivery all guarantees of or by the Company or any of its Subsidiaries of any indebtedness of any other parties theretoperson (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); (ix) the 25 largest Provider and the ten largest customer Contracts measured in terms of payments to or receipts from the Company and its Subsidiaries in the aggregate during the calendar year ending December 31, each 2002; (x) any Contract (other than a Contract with a Provider) that involves (1) annual premiums or payments of greater than $500,000 or annual administrative services fees or similar payments of greater than $500,000 and (2) by its terms, does not terminate within one year after the date of such Contract and is legal, valid, binding, and enforceable against the not cancelable during such period without penalty or without payment (other parties thereto, is in full force and effect, and will than customer agreements that are not cease to be in full force and effect terminable within one year solely as a result of the consummation of Health Insurance Portability and Accountability Act and the transactions contemplated by this Agreementregulations promulgated thereunder (including 45 C.F.R. parts 160, nor will the consummation of the transactions contemplated by this Agreement constitute a breach 162, and 164) or default under such other statutory or regulatory requirements); and (xi) any Contract, agreement or policy for reinsurance. (c) Except as set forth on the Contracts List, (i) no officer None of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company of its Subsidiaries is, or has received written notice or has Knowledge that any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is of its Contracts is, in violation or breach thereof of or default thereunder. (dwith or without notice or lapse of time or both) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forthunder, as of the date hereofor has waived or failed to enforce any rights or benefits under, (i) all contracts pursuant any Contract to which (A) the Company or any Subsidiary it is a party and (B) the Company or any Subsidiary has non-contingent obligations of its properties or other assets is subject, and, to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearKnowledge of the Company, and there has occurred no event giving to others any right of termination, amendment or cancellation of (iiwith or without notice or lapse of time or both) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333such Contract except, in each case other than Leases for violations, breaches, defaults, waivers or failures to enforce rights or benefits that individually or in the aggregate have not had and Necessary Leaseswould not reasonably be expected to have a Company Material Adverse Effect. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forthSchedule 4.24 lists, as of the date hereofof this Agreement, (i) all contracts pursuant Contracts to which (A) the Company or any Subsidiary of its Subsidiaries is a party and that fall within any of the following categories: (Ba) Contracts not entered into in the ordinary course of the Company's and its Subsidiaries' business other than those that are not material to the Company's or its Subsidiaries' business; (b) joint venture, partnership and similar agreements; (c) Contracts containing covenants purporting by their express terms to limit the freedom of the Company or any Subsidiary has non-contingent obligations its Subsidiaries to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary compete in any line of business or with any Person or in any geographic area or to hire any individual or group of individuals; (d) Contracts that, after the Effective Time, would have the effect of limiting the freedom of Parent or its Subsidiaries (other than the Company and its Subsidiaries) to compete in any line of business in any geographic area or to hire any individual or group of individuals; (ive) all contracts Contracts with any labor organization or union; (f) Contracts providing for "earn-outs," "savings guarantees," "performance guarantees" (other than performance guarantees for wholly owned Subsidiaries of the Company) or other contingent payments by the Company or its Subsidiaries involving more than $50,000 over the term of the Contract; and (g) Contracts involving payments to or by the Company and agreements relating its Subsidiaries taken as a whole, or which are reasonably likely to Indebtedness result in the incurrence by the Company and its Subsidiaries, taken as a whole, of liabilities, of at least $5,000,000 per year. All such Contracts are valid and binding obligations of the Company or any Subsidiaryits Subsidiaries, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on case may be, and, to the Contracts List, neither Seller, knowledge of the Company, nor any Subsidiary has received written notice the valid and binding obligation of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the each other parties party thereto, each Contract is legalexcept such Contracts that, valid, if not so valid and binding, individually or in the aggregate, have not had and enforceable against could not reasonably be expected to have a Company Material Adverse Effect. Neither the Company or its Subsidiaries, nor, to the knowledge of the Company, any other parties party thereto, is in full force and effect, and will not cease to be violation of or in full force and effect as a result of the consummation of the transactions contemplated by this Agreementdefault in respect of, nor will has there occurred an event or condition, that with the consummation passage of the transactions contemplated by this Agreement time or giving of notice (or both), would constitute a breach or default under or permit the termination of, any such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than Contract except such breaches violations or defaults by the Company under or any Subsidiary which would cost less than $250,000 terminations that, individually or in the aggregate for the aggregate, have not had and could not reasonably be expected to have a Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunderMaterial Adverse Effect. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Neither Company nor any of even date herewithits Subsidiaries is a party to or bound by any contract, Seller provided to Buyer a complete and accurate list arrangement, commitment or understanding (the “Contracts List”whether written or oral) setting forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations with respect to the contract counterparty employment of any directors, officers or employees other than in excess the ordinary course of $100,000 per calendar yearbusiness consistent with past practices, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333which, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of upon the consummation or stockholder approval of the transactions contemplated by this Agreement, nor will (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Parent, Company, the Surviving Entity or any of their respective Subsidiaries to any director officer or employee thereof, (iii) which is a "material contract" (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 that has not been filed or incorporated by reference in the Company SEC Documents filed prior to the date hereof or (iv) which materially restricts the conduct of any line of business by Company or otherwise restricts the operation of the business of Company or its Subsidiaries or upon consummation of the transactions contemplated by Merger will materially restrict the ability of Parent or the Surviving Entity to engage in any line of business. Each contract, arrangement, commitment or understanding of the type described in this Agreement constitute Section 4.10, whether or not set forth in the Company Disclosure Schedule or in such Company SEC Documents, is referred to herein as a breach or default under such "Company Contract." (cb) Except as set forth on the Contracts List, (i) no officer Each Company Contract is valid and binding on Company and any of its Subsidiaries that is a party thereto, as applicable, and in full force and effect, (ii) Company and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Company Contract, except where such noncompliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Company, and (iii) neither Company nor any of its Subsidiaries knows of, or has received any notice of, the existence of any breach under any Contractevent or condition which constitutes, other than such breaches or, after notice or defaults by lapse of time or both, will constitute, a material default on the part of Company or any Subsidiary which would cost less than $250,000 of its Subsidiaries under any such Company Contract, except where such default, either individually or in the aggregate for the Company or any Subsidiary aggregate, would not reasonably be expected to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunderhave a Material Adverse Effect on Company. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as As of the date hereofof this Agreement, neither Parent nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and “material contract” (Bas such term is defined in Item 601(b)(10) of Regulation S-K of the Company SEC) to be performed after the date of this Agreement that has not been filed or any Subsidiary has non-contingent obligations to incorporated by reference in the contract counterparty in excess of $100,000 per calendar yearParent SEC Documents, or (ii) all contracts pursuant which materially restricts the ability of Parent or the surviving corporation to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary engage in any line of business business. Each contract, arrangement, commitment or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness understanding of the Company or any Subsidiary, type described in each case other than Leases and Necessary Leases clause (the foregoing contracts are i) of this Section 4.15(a) is referred to herein collectively as a “Parent Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the “Contracts”SEC) to be performed after the date of this Agreement, whether or not filed with the SEC, is a Parent Contract). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth (i) Each Parent Contract is valid and binding on the Contracts List, assuming the due authorization, execution Parent and delivery by the other parties any of its Subsidiaries that is a party thereto, each Contract is legal, valid, bindingas applicable, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as (subject 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 (whether considered in a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach proceeding in equity or default under such Contract. (c) Except as set forth on the Contracts Listat law)), (iii) no officer Parent and each of the Company its Subsidiaries has received any notice of any breach in all material respects performed all obligations required to be performed by it to date under any each Parent Contract, other than except where such breaches noncompliance, either individually or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary aggregate, would not reasonably be expected to curehave a Material Adverse Effect on Parent, and (iiiii) to neither Parent nor any of its Subsidiaries has Knowledge of, or has received notice of, the knowledge existence of Sellerany event or condition which constitutes, no other party to any Contract is in breach thereof or, after notice or lapse of time or both, will constitute, a material default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list on the part of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company Parent or any Subsidiary is of its Subsidiaries under any such Parent Contract, except where such default, either individually or in the aggregate, would not reasonably be expected to have a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesMaterial Adverse Effect on Parent. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Section 2.16 of even date herewith, Seller provided the Company Disclosure Letter lists each Contract of the following types to Buyer which the Company or any of its Subsidiaries is a complete and accurate list (the “Contracts List”) setting forth, party or by which any of their respective properties or assets is bound as of the date hereof, of this Agreement: (i) all contracts any Contract that would be required to be filed by the Company as a “material contract” pursuant to which Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 6-K; (ii) any Contract (A) that limits the ability of the Company or any Subsidiary is a party of its Subsidiaries (or, following the consummation of the Offer and (B) the Company other transactions contemplated by this Agreement, would limit the ability of Parent or any Subsidiary has non-contingent obligations of its Subsidiaries) to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary compete in any line of business or with any Person or in any geographic area and area, (ivB) all contracts and agreements relating to Indebtedness that restricts the right of the Company or any Subsidiaryof its Subsidiaries (or, following the consummation of the Offer and the other transactions contemplated by this Agreement, that would limit the ability of Parent or any of its Subsidiaries) to use the Company Intellectual Property or to sell to or purchase from any Person or to hire any Person, (C) that contains any “most favored nation”, “right of first offer”, “right of first access”, “right of first look” or “right of first refusal” terms and conditions (including with respect to pricing) or otherwise contains any type of special discount rights granted by the Company or any of its Subsidiaries, or (D) that contains any exclusivity obligations or restrictions or otherwise limits the freedom or right of the Company or any of its Subsidiaries to sell, distribute, license or manufacture any products or services or any technology or other assets to or for any other Person; (iii) any Contract that prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of its Subsidiaries, the pledging of the capital stock or other equity interests of the Company or any of its Subsidiaries or prohibits the issuance of any guaranty by the Company or any of its Subsidiaries; (iv) each Contract for any joint venture, partnership, strategic alliance, collaboration, joint development, joint commercialization, material research or development project or similar arrangement, excluding, in each case, any material transfer agreements entered into in the Ordinary Course of Business; (v) any shareholders’, investor rights, registration rights, tax receivables or similar or related Contract or arrangement, or any Contract or arrangement relating to the exercise of any voting rights in respect of securities of the Company; (vi) any Contract relating to Indebtedness and having an outstanding principal amount in excess of $300,000; (vii) any Contract entered into since January 1, 2022 that relates to the acquisition or disposition of any material business, a material amount of stock or assets of any Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (viii) any Contract that by its terms calls for or otherwise may require royalties, milestone payments or similar payments, including upon the achievement of regulatory or commercial milestones, by the Company or any of its Subsidiaries under such Contract; (ix) any Contract pursuant to which the Company or any of its Subsidiaries has continuing “earn-out” or other contingent payment obligations, in each case other than Leases that could result in payments in excess of $300,000; (x) any Contract that obligates the Company or any of its Subsidiaries to make any capital commitment, loan or similar expenditure; (xi) any Contract with any Governmental Entity; (xii) any Contract with a Top Supplier or involved in the supply or manufacturing of any Product; (xiii) any Contract (1) that relates to the research, testing, clinical trial, development, commercialization, manufacture, marketing, importation, exportation, sale, distribution, supply or license of any Product, including Contracts with contract manufacturing organizations or contract research organizations, or (2) under which clinical, pre-clinical or non-clinical data relating to any Product is or may be generated, and Necessary Leases (the foregoing contracts are referred in each case that is material to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract.’s business; (bxiv) Except as set forth on the Contracts Listany Contract that requires a consent to or otherwise contains a provision relating to a “change in control,” or that would prevent, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of materially delay or impair the consummation of the transactions contemplated by this Agreement; (xv) each lease, nor will sublease or other agreement under which the consummation Company or any of its Subsidiaries leases, subleases or licenses any real property (whether as lessor or lessee); (xvi) each Contract (1) relating to the employment of, or the performance of services by, any Service Provider reasonably expected to receive payments in excess of $250,000 per annum, (2) the terms of which obligate or may in the future obligate the Company or any of its Subsidiaries to make any severance, termination or similar payment to any current or former employee in excess of $250,000 per annum, (3) pursuant to which the Company or any of its Subsidiaries may be obligated to make any bonus or similar payment to any current or former employee or director in excess of $100,000, or (4) that provides for indemnification (or reimbursement or advancement of legal fees or expenses) of any current or former officer, director or employee of the transactions contemplated Company or any of its Subsidiaries; (xvii) each Contract not otherwise disclosed pursuant to this ‎Section 2.16 requiring or otherwise involving the potential payment by this Agreement constitute or to the Company or any of its Subsidiaries of more than an aggregate of $300,000 per annum and that is not terminable without penalty by the Company or any of its Subsidiaries on less than 90 days’ notice; and (xviii) each IP Contract. Each contract of the type described in clauses ‎(i) through ‎(xviii) is referred to herein as a breach or default under such “Material Contract.” (c) Except as set forth on the Contracts List, (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries, 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; (ii) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all material obligations required to be performed by it under each Material Contract; and (iii) there is no officer default or breach under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default or breach 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 Material Contract, nor has the Company or any of its Subsidiaries received any notice of any breach under any Contractsuch default, other than such breaches event or defaults by the condition. The Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary has made available to cure, Parent true and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list copies of all Seller-Provided Indebtednesswritten Material Contracts, including all amendments thereto. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as As of the date hereofof this Agreement, except as set forth as an exhibit to the Parent SEC Documents and on Section 4.11(a) of the Parent Disclosure Letter, neither Parent nor any of its Subsidiaries is a party to or bound by any: (i) all contracts pursuant Contracts relating to which (A) the Company Indebtedness for borrowed money or any guarantee of any Indebtedness for borrowed money (other than in respect of Indebtedness for borrowed money of a wholly-owned Subsidiary is a party and (Bof Parent) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, 4,000,000; (ii) all contracts pursuant to which (A) the Company Non-competition agreements or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company other agreements or arrangements that materially limit or otherwise materially restrict Parent or any Subsidiary for monthly recurring charges of at least $8,333its Subsidiaries or any of their respective Affiliates or any successor thereto or that, (iii) all contracts that to Parent’s Knowledge, would, after the Effective Time, limit or purport to limit the Company restrict Parent or any Subsidiary of its Subsidiaries (including the Surviving Corporation) or any successor thereto, in each case from engaging or competing in any line of business or with any Person or in any geographic area area, which agreement or arrangements would reasonably be expected to materially limit, materially restrict or materially conflict with the business of Parent and its Subsidiaries, taken as a whole (including for purposes of such determination, the Surviving Corporation and its Subsidiaries), after giving effect to the Merger; (iii) Contracts required to be filed as an exhibit to Parent’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (iv) all contracts Contracts, including Parent Oil and Gas Agreements, where Parent or any of its Subsidiaries has received or expects to receive $4,000,000 or more in revenues pursuant to such agreements in the current fiscal year; (v) Contracts with respect to the receipt of any goods and services involving a payment of $4,000,000 or more in the current fiscal year; (vi) Joint venture, alliance, partnership or limited liability company agreements or similar Contracts relating to Indebtedness the formation, creation, operation, management or control of any joint venture, alliance, partnership or limited liability company that (A) is material to Parent, its Subsidiaries or any of the Company Oil and Gas Properties of Parent or any Subsidiaryof its Subsidiaries; (B) is material to any investment in, or other commitment to, any Related Entity of Parent; or (C) would reasonably be expected to require Parent or its Subsidiaries to make expenditures in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice excess of a cancellation of $4,000,000 or an intent to cancel any Contract.more per annum; or (bvii) Except as set forth on the Contracts Listthat would prevent, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of materially delay or materially impede the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (cb) Except as set forth on the All Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company to which Parent or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other its Subsidiaries is a party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, bound by as of the date hereofof this Agreement that are either (i) of the type described in clause (a) above or (ii) material Parent Oil and Gas Agreements relating to Oil and Gas Properties of Parent and its Subsidiaries are referred to herein as the “Parent Material Contracts.” Except, in each case, as has not, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all contracts pursuant to which (A) Parent Material Contracts are valid and binding on Parent and/or the Company or any relevant Subsidiary of Parent that is a party and (B) the Company or any Subsidiary has non-contingent obligations thereto and, to Parent’s Knowledge, each other party thereto, subject to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearBankruptcy and Equity Exception, and (ii) all contracts pursuant Parent Material Contracts are in full force and effect, (iii) Parent and each of its Subsidiaries has performed all material obligations required to be performed by them under the Parent Material Contracts to which they are parties, (Aiv) the Company to Parent’s Knowledge, each other party to a Parent Material Contract has performed all material obligations required to be performed by it under such Parent Material Contract and (v) no party to any Parent Material Contract has given Parent or any Subsidiary of its Subsidiaries written notice of its intention to cancel, terminate, change the scope of rights under or fail to renew any Parent Material Contract and neither Parent nor any of its Subsidiaries, nor, to Parent’s Knowledge, any other party to any Parent Material Contract, has repudiated in writing any material provision thereof. Neither Parent nor any of its Subsidiaries has Knowledge of, or has received written notice of, any violation of 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 or permit termination, modification or acceleration under) any Parent Material Contract or any other Contract to which Parent or any of its Subsidiaries is a party and (B) the contract counterparty has non-contingent obligations to the Company or by which Parent, any of its Subsidiaries or any Subsidiary of their respective material properties or assets is bound, except for monthly recurring charges of more than $2,083 but less than $8,333violations or defaults that are not, individually or in each case other than Leases and Necessary Leasesthe aggregate, reasonably likely to result in a Parent Material Adverse Effect. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Seller has provided Buyer with access to copies of even date herewithall material executory contracts, Seller provided to Buyer a complete agreements and accurate list (the “Contracts List”) setting forthunderstandings, as of the date hereofwhether written or oral, (i) all contracts pursuant to which (A) the Company Seller or any Subsidiary Seller Parent is a party and (B) the Company or any Subsidiary has non-contingent obligations which relate primarily to the contract counterparty Business, including contracts: (i) for employment of any person who is a full-time employee; (ii) for the performance of services or delivery of goods by or to Seller of an amount or value in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, 50,000; (iii) all contracts that for capital expenditures in excess of $50,000; (iv) purporting to restrict Seller’s business activity or limit or purport its ability to limit the Company or any Subsidiary engage in any a line of business or compete with another Person; (v) involving any guarantee by Seller of the performance of another Person other than in the ordinary course of Business; (vi) pursuant to which Seller is a licensor or licensee of Seller Intellectual Property; and (vii) not in any geographic area the ordinary course of business and providing for payments to a Person based on sales, purchases or profits, other than direct payment for goods. Seller has provided Buyer with access to copies of each of the listed agreements (ivor, in the case of oral agreements, written summaries) and of all contracts amendments and agreements modifications thereto, with appropriate redactions for information relating to Indebtedness any Affiliate of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on Schedule 5.16, to the Contracts List, assuming the due authorization, execution and delivery by the other parties theretoKnowledge of Seller, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effecteffect and is binding and enforceable against the parties thereto in accordance with its terms except to the extent such enforceability may be limited by bankruptcy or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity. To the Knowledge of Seller, there exists no breach of, or event of default or condition which (with or without compliance with any applicable notice requirements, the passage of time or both) would become an event of default under, any contract, and will not cease no waiver, indulgence or postponement of any other party’s obligations under any Contract has been granted. Seller has delivered to be in full force Buyer or made available to Buyer for review complete and effect accurate copies of all Contracts, and there are no material oral agreements or understandings relating to the Contracts. Except as set forth on Schedule 5.16, none of the rights of Seller under any Contract are subject to termination or modification as a result of the consummation of the transactions contemplated by this Agreement, nor will hereby. To the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge Knowledge of Seller, no other party to any Contract is in breach thereof intends to cancel or default thereunderterminate any Contract before the expiration of its current term. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. Section 3.01(i) of the Company Letter sets forth (awith specific reference to the subsection of this Section 3.01(i) By letter of even date herewith, Seller provided to Buyer which such Contract relates) a complete and accurate list (the “Contracts List”) setting forthcorrect list, as of the date hereofof this Agreement, of: (iA) all contracts each Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act that is not so filed; (B) each Contract pursuant to which (A) the Company or any Subsidiary of its Subsidiaries has agreed not to compete with any person in any area or to engage in any activity or business, or pursuant to which any benefit or right is required to be given or lost, or any penalty or detriment (other than any immaterial penalty or detriment) is incurred, as a party and result of so competing or engaging; (BC) each Contract to or by which the Company or any Subsidiary has of its Subsidiaries is a party or bound providing for exclusivity or any similar requirement or pursuant to which the Company or any of its Subsidiaries is restricted in any way, or which after the Effective Time could restrict Parent or any of its Subsidiaries in any way, with respect to the development, manufacture, marketing or distribution of their respective products or services or otherwise with respect to the operation of their businesses, or pursuant to which any benefit or right is required to be given or lost, or any penalty or detriment (other than any immaterial penalty or detriment) is incurred, as a result of non-contingent obligations compliance with any such exclusive or restrictive requirements; (D) each Contract to or by which the contract counterparty Company or any of its Subsidiaries is a party or bound or with respect to which the Company or any of its Subsidiaries has any obligation with any affiliate of the Company or any of its Subsidiaries; (E) each Contract under which the Company or any of its Subsidiaries has incurred any Indebtedness having an aggregate principal amount in excess of $100,000 per calendar year, 1,000,000 that is not scheduled as an exhibit to the Filed SEC Documents; (iiF) all contracts pursuant each Contract to or by which (A) the Company or any Subsidiary of its Subsidiaries is a party or bound creating or granting a Lien (including Liens upon properties or assets acquired under conditional sales, capital leases or other title retention or security devices), other than (1) Liens for taxes not yet due and payable, that are payable without penalty or that are being contested in good faith and for which adequate reserves have been established, (2) Liens for assessments and other governmental charges or landlords’, carriers’, warehousemen’s, mechanics’, repairmen’s, workers’ or similar Liens incurred in the ordinary course of business, consistent with past practice, in each case for sums not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (3) Liens incurred in the ordinary course of business, consistent with past practice, in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations and (B4) Liens incurred in the contract counterparty has non-contingent obligations ordinary course of business consistent with past practice that, individually or in the aggregate, are not reasonably likely to adversely interfere in a material way with the use of the properties or assets encumbered thereby (collectively, “Permitted Liens”); (G) each material Contract to or by which the Company or any of its Subsidiaries is a party or bound (other than Benefit Plans and Benefit Agreements) containing provisions requiring consent with respect to any “change in control” or similar provision with respect to the Company or one or more of its Subsidiaries, or otherwise having the effect of providing that the consummation of the Merger or any of the other transactions contemplated by this Agreement or the execution, delivery or effectiveness of this Agreement will materially conflict with, result in a material violation or material breach of, or constitute a default (with or without notice or lapse of time or both) under, such Contract, or give rise under such Contract to any right of, or result in, a termination, right of first refusal, material amendment, revocation, cancelation or material acceleration of any obligation, or a loss of a material benefit or the creation of any material Lien upon any of the properties or assets of the Company, Parent or any of their respective Subsidiaries, or to any increased, guaranteed, accelerated or additional material rights or material entitlements of any person; (H) each Contract to or by which the Company or any of its Subsidiaries is a party or bound providing for payments of royalties or other license fees to third parties in excess of $5,000,000 annually, that is not terminable by the Company without penalty on ninety days or less notice; (I) each Contract to or by which the Company or any of its Subsidiaries is a party or bound granting the other party to such Contract or a third party “most favored nation” pricing or terms that (1) applies to the Company or any Subsidiary for monthly recurring charges of at least $8,333its Subsidiaries or (2) following the Effective Time, would apply to Parent or any of its Subsidiaries other than the Surviving Corporation or its Subsidiaries; (iiiJ) all contracts that limit or purport each Contract pursuant to limit which the Company or any Subsidiary of its Subsidiaries has agreed or is required to provide any third party with access to (x) source code in respect of hardware (other than board-level hardware, such as reference designs) or (y) any line other source code (other than, in the case of this subclause (y), access to customers in the ordinary course of business consistent with past practice of source code that is generally made available to customers of the Company or its Subsidiaries, it being understood that, for the avoidance of doubt, the exception in this parenthetical shall not apply to access to source code to business partners or other persons in connection with the development by the Company or any Person of its Subsidiaries of hardware products or in any geographic area related design services), and (iv) all contracts and agreements relating to Indebtedness each Contract that provides for source code of the Company or any Subsidiaryof its Subsidiaries to be put in escrow or pursuant to which the Company or any of its Subsidiaries has agreed or is required to grant a contingent license to source code; (K) each Contract containing any “non-solicitation”, “no-hire” or similar provision that restricts the Company or any of its Subsidiaries; (L) each Contract to or by which the Company or any of its Subsidiaries is a party or bound for any joint venture (whether in partnership, limited liability company or other organizational form) or other revenue or profit sharing or similar arrangement; (M) each Contract to or by which the Company or any of its Subsidiaries is a party or bound with any Governmental Entity (other than ordinary course customer Contracts providing for payments below $5,000,000 and pursuant to which the counterparty does not have any rights to the Company’s Products or Intellectual Property other than its rights to use the Product sold under such Contract as a customer); (N) each Contract to or by which the Company or any of its Subsidiaries is a party or bound entered into in the last five years in connection with the settlement or other resolution of any suit, claim action, investigation or proceeding that has any material continuing obligation, liability or restriction on the part of the Company or any of its Subsidiaries; (O) each Contract between the Company or any of its Subsidiaries and any of the ten largest customers of the Company and its Subsidiaries (determined on the basis of revenues received by the Company or any of its Subsidiaries in the four consecutive fiscal quarter period ended September 30, 2010 (each such customer, a “Major Customer”, and each such Contract, a “Major Customer Contract”)); (P) each Contract between the Company or any of its Subsidiaries and any of the ten largest licensors or other suppliers to the Company and its Subsidiaries (determined on the basis of amounts paid by the Company or any of its Subsidiaries in the four consecutive fiscal quarter period ended September 30, 2010 (each such licensor or other supplier, a “Major Supplier”, and each such Contract, a “Major Supplier Contract”)); and (Q) except for Contracts with customers and purchase orders with vendors or suppliers, in each case other than Leases case, entered into in the ordinary course of business consistent with past practice, and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties theretodisclosed above, each Contract (other than Benefit Plans or Benefit Agreements) which has aggregate future sums due to or from the Company or any of its Subsidiaries, taken as a whole, (i) during the period commencing on the date of this Agreement and ending on the 12-month anniversary of this Agreement, in excess of $3,000,000 or (ii) in aggregate more than $10,000,000 during the life of the Contract. The Contracts of the Company or any of its Subsidiaries of the type referred to in clauses (A) through (Q) of this Section 3.01 are collectively referred to in this Agreement as “Specified Contracts”. The Company has made available to Parent a complete and correct copy of each of the Specified Contracts, including all amendments thereto. Each Specified Contract and each other Contract of the Company or any of its Subsidiaries that is legal, valid, binding, material to the Company and enforceable against the other parties thereto, its Subsidiaries taken as a whole (a “Material Contract”) is in full force and effecteffect (except for those Contracts that have expired in accordance with their terms) and is a legal, valid and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer binding agreement of the Company has received any notice of any breach under any Contractor such Subsidiary, other than such breaches or defaults by as the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to curecase may be, and (ii) and, to the knowledge of Sellerthe Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. Each of the Company and its Subsidiaries has performed or is performing all material obligations required to be performed by it under the Material Contracts and is not (with or without notice or lapse of time or both) in breach in any material respect or default thereunder, and, other than in the ordinary course of business consistent with past practice, has not knowingly waived or failed to enforce any material rights or benefits thereunder, and, to the knowledge of the Company, no other party to any Contract of the Material Contracts is (with or without notice or lapse of time or both) in breach thereof in any material respect or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as . To the knowledge of the date hereofCompany, there has occurred no event giving (iwith or without notice or lapse of time or both) all contracts pursuant to which (A) others any right of termination, material amendment or cancelation of any Material Contract. To the knowledge of the Company, there are no circumstances that are reasonably likely to occur that would reasonably be expected to adversely affect the ability of the Company or any Subsidiary is a party and (B) the Company or of its Subsidiaries to perform its material obligations under any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesMaterial Contract. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Except as filed as exhibits to the Company SEC Documents filed or furnished (and publicly available) prior to the date hereof, or as disclosed in Section 3.13 of even date herewiththe Company Disclosure Schedule, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forththere is no Company Agreement which, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and “material contract” (Bas such term is defined in Item 601(b)(10) of Regulation S-K of the Company or any Subsidiary has non-contingent obligations to the contract counterparty SEC), (ii) that involves aggregate expenditures in excess of $100,000 per calendar year, 100 million or (iiiii) all contracts pursuant to which (A) the Company or that contains any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company or any Subsidiary for monthly recurring charges Company Subsidiary, or which materially restricts the conduct of at least $8,333, (iii) all contracts that limit or purport to limit any line of business by the Company or any Company Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of in which the Company or any SubsidiaryCompany Subsidiary conducts business, in each case other than Leases and Necessary Leases (in any material respect. Each contract of the foregoing contracts are type described in Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein collectively as the a “Contracts”). Except as set forth Company Material Contract.” Each Company Material Contract is valid and binding on the Contracts ListCompany and each Company Subsidiary party thereto and, neither Seller, to the Company’s knowledge, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the each other parties party thereto, each Contract is legal, valid, bindingas applicable, and enforceable against the other parties thereto, is in full force and effect, and will not cease the Company and each Company Subsidiary has performed in all material respects all obligations required to be performed by it under each Company Agreement and, to the Company’s knowledge, each other party to each Company Material Contract has performed in full force and effect as a result of the consummation of the transactions contemplated all material respects all obligations required to be performed by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default it under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Material Contract, other than such breaches except, in each case, as do not have and would not be reasonably expected to have, individually or defaults by in the aggregate, a Company Material Adverse Effect. None of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or any condition which with the passage of time or the giving of notice would cost less than $250,000 cause such a violation of or default under) any Company Agreement except for violations or defaults that do not have and would not be reasonably expected to have, individually or in the aggregate for the aggregate, a Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunderMaterial Adverse Effect. (db) Schedule 4.15(d) sets forth a The Company has delivered to Parent or made available to Parent for review, prior to the execution of this Agreement, true and complete and accurate list copies of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant Company Material Contracts required to which (A) be disclosed in Section 3.13 of the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearDisclosure Schedule, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations are not filed as exhibits to the Company SEC Documents and the Company Material Contracts or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, other Company Agreements required to be disclosed in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term Section 3.13 of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject Company Disclosure Schedule filed as exhibits to the representations Company SEC Documents as true and warranties applicable to Necessary Leases in Section 4.20(c)complete copies of such contracts.

Contracts. (a) By letter of even date herewith, Seller provided Except for this Agreement and except for Contracts filed as exhibits to Buyer a complete and accurate list (the “Contracts List”) setting forthSEC Reports, as of the date hereofof this Agreement, none of Parent or any of its Subsidiaries is not a party to or bound by any Contract: (i) all contracts that would be required to be filed by BioLite as a “material contract” pursuant to which (AItem 601(b)(10) of Regulation S-K under the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, Securities Act; (ii) all contracts pursuant to which (A) the Company contains covenants binding upon Parent or any Subsidiary is a party and (B) of its Subsidiaries that restrict the contract counterparty has non-contingent obligations to the Company ability of Parent or any Subsidiary for monthly recurring charges of at least $8,333its Subsidiaries (or which, following the consummation of the Mergers, would materially restrict the ability of Parent or any Parent Affiliate) to compete in any business or geographic area; or (iii) all contracts that limit involving the payment or purport receipt of royalties or other amounts of more than $10,000 related to limit the Company any product of Parent or any Subsidiary in any line of business Parent Affiliate , or with any Person or in any geographic area and (iv) all contracts and agreements relating that would prevent, materially delay or materially impede Parent’s ability to Indebtedness consummate the Mergers or the other transactions contemplated by this Agreement. Each such Contract described in clauses (i) through (iii) as well as each Contract listed in Section 5.17(a) of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are Parent Schedule of Exceptions is referred to herein collectively as the a “ContractsParent Material Contract”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except Each of the Parent Material Contracts is valid and binding on Parent or the applicable Subsidiary of Parent, as set forth on the Contracts Listcase may be, assuming and, to the due authorization, execution and delivery by the other parties theretoKnowledge of Parent, each Contract is legal, valid, binding, other party thereto and enforceable against the other parties thereto, is in full force and effect, except for such failures to be valid and will not cease binding or to be in full force and effect as would not, or would not reasonably be expected to, individually or in the aggregate, have a result Parent Material Adverse Effect. There is no default under any Parent Material Contract by Parent or any of its Subsidiaries and no event has occurred that with the consummation lapse of time or the transactions contemplated by this Agreement, nor will the consummation giving of the transactions contemplated by this Agreement notice or both would constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults thereunder by the Company Parent or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333its Subsidiaries, in each case other than Leases and Necessary Leasesexcept as would not, or would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter As of even the date herewithhereof, Seller neither the Company nor any of its Subsidiaries is a party to or bound by (i) any “material contract” (as such item is defined in Item 601(b)(10) of Regulation S-K), (ii) any joint venture agreement and (iii) other than the Pharmacy Agreement with Medco Health Solutions, Inc., a true and complete copy of which has been provided to Buyer a complete and accurate list prior to the date hereof, any agreement which does or may establish the terms under which the Company or any of its Subsidiaries will receive payment for providing products or services to the sponsors or beneficiaries of any Part D plan (the “Contracts List”) setting forthas such term is defined at 42 C.F.R. Section 423.4), including any Part D plan which has not, as of the date hereof, (i) been approved by the Centers for Medicare and Medicaid Services as a Part D plan, but for which such approval is being sought. Prior to the date hereof, the Company has provided to Buyer access to substantially all contracts pursuant of the customer or provider agreements to which (A) the Company or any of its Subsidiary is a party and to or bound by. As of the date hereof, to the Company’s actual knowledge (B) without inquiry), neither the Company nor any of its Subsidiaries is a party to, or bound by, any written or oral non-competition agreement or any other agreement or arrangement that may limit or otherwise materially restrict the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company its Subsidiaries or their respective Affiliates or any Subsidiary is a party and (B) successor thereto, or that would, after the contract counterparty has non-contingent obligations to the Company Effective Time, limit or restrict Buyer or any Subsidiary for monthly recurring charges of at least $8,333, its Affiliates (iiiincluding the Surviving Corporation) all contracts that limit or purport to limit the Company or any Subsidiary successor thereto, from engaging or competing in any line of business currently engaged in, or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease proposed to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreementengaged in, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 of its Subsidiaries in any geographic area or with respect to any customer or potential customer. For purposes of this Agreement, the aggregate for types of agreements or arrangements described in this Section 5.14(a) are collectively referred to as “Company Agreements.” (b) Each of the Company Agreements is a valid and binding obligation of the Company or any Subsidiary to cureone of its Subsidiaries and, and (ii) to the knowledge of Sellerthe Company, no the valid and binding obligation of each other party thereto. Neither the Company nor any of its Subsidiaries is or is alleged to be nor, to the knowledge of the Company, is any Contract is other party thereto, in breach thereof or violation of or in default in respect of, any Company Agreements, except for any breach, violation or default thereunderwhich would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as As of the date hereofof this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any Contract (whether written or oral): (i) all contracts pursuant which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to which (A) be performed in full or in part after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Documents; (ii) 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 Subsidiary is a party and (Basset) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company 100,000; or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts which contains any provision that limit would be reasonably expected to materially restrict or purport to limit alter the conduct of business of any Affiliate of the Company (or any Subsidiary in Affiliate of any line such Affiliate of business the Company), other than the Company, any of its Subsidiaries or with any Person director, officer or in employee of any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiaryof its Subsidiaries. Each contract, arrangement, commitment or understanding of the type described in each case other than Leases clauses (i) and Necessary Leases (ii) of this Section 3.12, whether or not set forth in the foregoing contracts are Company Disclosure Letter or in the Company SEC Documents, is referred to herein collectively as a “Disclosed Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the “Contracts”SEC) to be performed after the date of this Agreement, whether or not filed with the SEC, is a Company Contract). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (bi) Except as set forth Each Company Contract that is not a Disclosed Contract is valid and binding on the Contracts List, assuming the due authorization, execution Company and delivery by the other parties any of its Subsidiaries that is a party thereto, each Contract is legal, valid, bindingas applicable, and enforceable against the other parties thereto, is in full force and effect, and will not cease except where the failure to be valid, binding and in full force and effect as would not reasonably be expected to have a result Company Material Adverse Effect, (ii) the Company and each of its Subsidiaries has performed all obligations required to be performed by it to date under each Company Contract, except where such noncompliance would not reasonably be expected to have a Company Material Adverse Effect, and (iii) neither the consummation Company nor any of its Subsidiaries knows of, or has received notice of, the transactions contemplated by this Agreementexistence of any event or condition which constitutes, nor or, after notice or lapse of time or both, will the consummation of the transactions contemplated by this Agreement constitute constitute, a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer part of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which of its Subsidiaries under any such Company Contract, except where such default would cost less than $250,000 in the aggregate for not reasonably be expected to have a Company Material Adverse Effect. Each Disclosed Contract is valid and binding on the Company or and any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary its Subsidiaries that is a party thereto, as applicable, and in full force and effect, other than any such Disclosed Contracts that expire or are terminated after the date hereof in accordance with their terms or amended by agreement with the counterparty thereto; provided that if any such Disclosed Contract is so amended in accordance with its terms after the date hereof (B) provided such amendment is not prohibited by the Company or any Subsidiary has non-contingent obligations terms of this Agreement), then to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearextent 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, and (ii) all contracts pursuant the reference to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, “Disclosed Contract” in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) clause of the Port Authority Lease. The Port Authority Lease is this sentence shall be deemed to be a Necessary Lease that is subject reference to the representations and warranties applicable to Necessary Leases in Section 4.20(c)such contract as so amended.

Contracts. The JV is not a party to any contracts other than the JV Agreement. All of the Contracts that are material to the business of the Entities or their Subsidiaries, taken as a whole, are listed on Schedule 4.7, with the exception of interests in real property and construction contracts and master services agreements or purchase orders entered into in the Ordinary Course of Business and retained by MIDSTREAM as operator of the Assets. The Entities and their Subsidiaries are not in default and there is no event or circumstance that with notice, or lapse of time or both, would constitute an event of default by the applicable Entity or Subsidiary under the terms of the Contracts. All of the Contracts of the Entities and their Subsidiaries are in full force and effect and to HOLDINGS’ and MIDSTREAM’S Knowledge, no counter-party to any of the Contracts is in default under the terms of such Contracts. Schedule 4.7 lists each Contract to which the Entitles or their Subsidiaries are a party that: (a) By letter expressly obligates an Entity to pay an amount of even date herewith, Seller provided $500,000 (to Buyer a complete the 100% Subject Interests) or more and accurate list (the “Contracts List”) setting forth, has not been fully performed as of the date hereof, ; (ib) all contracts pursuant expressly restricts the ability of an Entity or its Subsidiaries to which compete or otherwise to conduct its business in any manner or place; (Ac) provides for the Company sale of products or any Subsidiary is the provision of services (for a party and (Bterm greater than a year) the Company or any Subsidiary has non-contingent obligations to the contract counterparty for amounts in excess of $100,000 per calendar year, 500,000 (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company 100% Subject Interests and including outstanding offers or any Subsidiary for monthly recurring charges of at least $8,333, (iiiquotes which by acceptance would create such a Contract) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will which have not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, been fully performed as of the date hereof; (d) provides a right of first refusal or other restrictive right that limits the ability to transfer, (i) all contracts pursuant to which (A) sell or assign an interest in the Company Assets or an equity interest in the Entities or any Subsidiary Subsidiary; (e) is a party and (B) the Company master agreement, swap, derivative, option, future or similar type Contract or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company open agreement or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases.position thereunder; (f) Con Edison Communicationsis with any current or former employee, LLC officer, director or consultant of HOLDINGS or an Entity, their Subsidiaries or their respective Affiliates; (“CECLLC”g) has timely notified is an inter-company agreement; (h) is with any labor union or association; (i) is a partnership or joint venture agreement with a Third Person in which the Port Authority Entities or their Subsidiaires is a party or by which any of New York them are bound; (j) is an agreement with a consideration in excess of $500,000 (to the 100% Subject Interests) by an Entity or its Subsidiaries to purchase or sell any assets (other than inventory in the Ordinary Course of Business), businesses, capital stock or other debt or equity securities of any Person and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term which have not been fully preformed as of the letting under date hereof; or (k) is an agreement with a consideration in excess of $500,000 (to the Agreement 100% Subject Interests) involving the merger, consolidation, purchase, sale, transfer or other disposition of Lease Tunnel Duct between the Port Authority interests in real property, capital stock or other debt or equity securities of any Person prior to Closing and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) which have not been fully preformed as of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c)date hereof.

Contracts. (a) By letter Except for this Agreement and except for Contracts set forth in Section 4.20 of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forthBioKey Schedule of Exceptions, as of the date hereofof this Agreement, BioKey or any of its Subsidiaries thereof is not a party to or bound by any Contract: (i) all contracts that would be required to be filed by BioLite as a “material contract” pursuant to which (AItem 601(b)(10) of Regulation S-K under the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, Securities Act; (ii) all contracts pursuant to which (A) the Company contains covenants binding upon BioKey or any Subsidiary is a party and (B) of its Subsidiaries that restrict the contract counterparty has non-contingent obligations to the Company ability of BioKey or any Subsidiary for monthly recurring charges of at least $8,333its Subsidiaries (or which, following the consummation of the BioKey Merger, would materially restrict the ability of the BioKey Surviving Corporation or any BioKey Affiliate) to compete in any business or geographic area; or (iii) all contracts that limit involving the payment or purport receipt of royalties or other amounts of more than $10,000 related to limit the Company any product of BioKey or any Subsidiary in any line of business BioKey Affiliate , or with any Person or in any geographic area and (iv) all contracts and agreements relating that would prevent, materially delay or materially impede BioKey’s ability to Indebtedness consummate the BioKey Merger or the other transactions contemplated by this Agreement. Each such Contract described in clauses (i) through (iii) as well as each Contract listed in Section 4.20(a) of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are BioKey Schedule of Exceptions is referred to herein collectively as the a “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any BioKey Material Contract“. (b) Except Each of the BioKey Material Contracts is valid and binding on BioKey or the applicable Subsidiary of BioKey, as set forth on the Contracts Listcase may be, assuming and, to the due authorization, execution and delivery by the other parties theretoKnowledge of BioKey, each Contract is legal, valid, binding, other party thereto and enforceable against the other parties thereto, is in full force and effect, except for such failures to be valid and will not cease binding or to be in full force and effect as would not, or would not reasonably be expected to, individually or in the aggregate, have a result BioKey Material Adverse Effect. There is no default under any BioKey Material Contract by BioKey or any of its Subsidiaries and no event has occurred that with the consummation lapse of time or the transactions contemplated by this Agreement, nor will the consummation giving of the transactions contemplated by this Agreement notice or both would constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults thereunder by the Company BioKey or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333its Subsidiaries, in each case other than Leases and Necessary Leasesexcept as would not, or would not reasonably be expected to, individually or in the aggregate, have a BioKey Material Adverse Effect. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewithExcept for this Agreement, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as of the date hereof, (i) all contracts pursuant to which (A) neither the Company or nor any Company Subsidiary is a party and (B) to any Contract required to be filed by the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts as a “material contract” pursuant to which Item 601(b)(10) of Regulation S-K under the Securities Act (Aa “Filed Company Contract”) the Company or any Subsidiary is a party and (B) the contract counterparty that has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contractnot been so filed. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (cSection 3.13(b) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List Disclosure Letter sets forth, as of the date hereofof this Agreement, a true and complete list, and the Company has made available to Parent true and complete copies, of (i) each agreement, Contract, understanding, or undertaking to which the Company or any of the Company Subsidiaries is a party that (A) restricts the ability of the Company or the Company Subsidiaries to compete in any business or with any Person in any geographical area in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, (B) would, to the Knowledge of the Company, restrict in any material respect the ability of Parent or any of the Parent Subsidiaries to compete in any business or with any Person in any geographical area after the Effective Time, (C) requires the Company or any Company Subsidiary to conduct any business on a “most favored nations” basis with any third party in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, (D) provides for “exclusivity” or any similar requirement in favor of any third party in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or (E) would require disclosure under Item 404 of SEC Regulation S-K, (ii) each loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, or other similar agreement pursuant to which any material Indebtedness of the Company or any of the Company Subsidiaries is outstanding or may be incurred, other than any such agreement between or among the Company and the wholly owned Company Subsidiaries, (iii) each Company Lease, (iv) each partnership, joint venture or similar agreement, Contract, understanding or undertaking to which the Company or any of the Company Subsidiaries is a party relating to the formation, creation, operation, management or control of any partnership or joint venture, in each case, material to the Company and the Company Subsidiaries, taken as a whole, (v) each Company License Agreement, (vi) each Contract under which the Company or any Company Subsidiary provides an express covenant not to ▇▇▇ for infringement of Patent Rights, and (vii) each agreement, Contract, understanding or undertaking relating to the disposition or acquisition by the Company or any of the Company Subsidiaries of any material business or any material amount of assets (excluding dispositions or acquisitions which were consummated prior to the date of this Agreement and with respect to which there is no ongoing liability or obligation of the Company or any Company Subsidiaries). Each agreement, Contract, understanding or undertaking of the type described in this Section 3.13(b) and each Filed Company Contract is referred to herein as a “Company Material Contract”. (c) Except for matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all contracts pursuant to which each Company Material Contract (Aincluding, for purposes of this Section 3.13(c), any Contract entered into after the date of this Agreement that would have been a Company Material Contract if such Contract existed on the date of this Agreement) is a valid, binding and legally enforceable obligation of the Company or any Subsidiary 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 the Bankruptcy and Equity Exception, (ii) each such Company Material Contract is a party in full force and effect and (Biii) the none of Company or any Subsidiary has non-contingent obligations of the Company Subsidiaries is (with or without notice or lapse of time, or both) in breach or default under any such Company Material Contract and, to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term Knowledge of the letting under the Agreement Company, no other party to any such Company Material Contract is (with or without notice or lapse of Lease Tunnel Duct between the Port Authority and Telergy Network Servicestime, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced or both) in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c)breach or default thereunder.

Contracts. (a) By letter For purposes of even date herewiththis Agreement, Seller provided a “Parent Material Contract” shall include each Contract of the following types to Buyer which Parent or any of its Subsidiaries is a complete and accurate list (the “Contracts List”) setting forth, party or by which any of their respective properties or assets is bound as of the date hereof, : (i) all contracts any Contract identified on the lists of exhibits to the Parent SEC Documents; (ii) any Contract that would be required to be filed by Parent as a “material contract” pursuant to which Item 601(b)(10) of Regulation S-K under the Exchange Act; (iii) any Contract that (A) materially limits the ability of Parent or any of its Subsidiaries (or, following the consummation of the Transactions, would reasonably be expected to materially limit the Surviving Company or any Subsidiary is a party and (Bthe Opco Surviving Company) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary compete in any line of business or with any Person or in any geographic area (including any Contract containing any area of mutual interest (but excluding areas of mutual interest under joint operating agreements), joint bidding area, joint acquisition area or non-compete or similar type of restriction), (B) materially restricts the right of Parent or any of its Subsidiaries (or, following the consummation of the Transactions, would reasonably be expected to materially limit the ability of the Surviving Company or the Opco Surviving Company) to sell to or purchase from any Person any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets, or (C) grants the other party or any third Person “most favored nation” status with respect to any material obligation (other than pursuant to customary royalty pricing provisions in Oil and Gas Leases or customary preferential rights in joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Properties of Parent or any of its Subsidiaries); (iv) all contracts any material joint venture, partnership or limited liability agreement, other than any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and agreements Gas Properties of Parent or any of its Subsidiaries; (v) any Contract that constitutes a commitment of Parent or any of its Subsidiaries relating to Indebtedness and having an outstanding principal amount in excess of $100,000,000, other than agreements solely between or among Parent and its Subsidiaries; (vi) any Contract involving any pending acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests for aggregate consideration (in one or a series of transactions) under such Contract of $100,000,000 or more (other than acquisitions or dispositions of inventory or the Company purchase or any Subsidiarysale of Hydrocarbons, in each case case, in the ordinary course of business consistent with past practice); (vii) each joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar contract requiring Parent or any of its Subsidiaries to make expenditures that would reasonably be expected to exceed $100,000,000 in the aggregate during the 12-month period following the date of this Agreement, other than Leases customary joint operating agreements and Necessary Leases continuous development obligations under Oil and Gas Leases; (viii) each Contract for any Derivative Transaction with a notional value in excess of $35,000,000; (ix) each Contract to which Parent or any of its Subsidiaries is a party for the foregoing contracts are referred to herein collectively as purchase, sale, swap or exchange of minerals or mineral rights having a value in excess of $100,000,000, in each case, for which such purchase, sale, swap or exchange of minerals or mineral rights remain pending (and excluding, for the “Contracts”). Except as set forth on the Contracts List, neither Selleravoidance of doubt, the Companypurchase and sale of Hydrocarbons in the ordinary course of business consistent with past practices); and (x) each Contract for lease of personal property or real property (other than Oil and Gas Properties) involving payments in excess of $100,000,000 in any calendar year or aggregate payments in excess of $200,000,000 that is not terminable without penalty or other liability to Parent (other than any ongoing obligation pursuant to such contract that is not caused by any such termination) within 90 days, nor any Subsidiary has received written notice of a cancellation of or an intent other than Contracts related to cancel any Contractdrilling rigs. (b) Except as set forth for matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect (provided, that clause (D) of the definition of “Material Adverse Effect” shall be disregarded for purposes of this Section 4.16(b)), (i) each Parent Material Contract is valid and binding on Parent and any of its Subsidiaries to the Contracts List, assuming the due authorization, execution and delivery by the other parties extent such Subsidiary is a party thereto, each Contract is legal, valid, bindingas applicable, and enforceable against to the knowledge of Parent, each other parties party thereto, and is in full force and effecteffect and enforceable in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, and will not cease (ii) there is no pending or unresolved default under any Parent Material Contract by Parent or any of its Subsidiaries or, to the knowledge of Parent, any other party thereto, and no event or condition has occurred that remains pending or unresolved that constitutes, or, after notice or lapse of time or both, would reasonably be in full force and effect as expected to constitute, a result default on the part of Parent or any of its Subsidiaries or, to the consummation knowledge of the transactions contemplated by this AgreementParent, any other party thereto under any such Parent Material Contract, nor will the consummation has Parent or any of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has its Subsidiaries received any notice of any breach under any Contractsuch default, other than such breaches event or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereundercondition. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as As of the date hereof, neither the Company nor any of the Company Subsidiaries is a party to or bound by any Contract (i) all contracts pursuant that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S−K of the SEC) to which (A) be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations SEC Documents filed prior to the contract counterparty in excess of $100,000 per calendar yeardate hereof, (ii) all contracts pursuant that contains a non−compete or client or customer non−solicit requirement or other provision that materially restricts the conduct of, or the manner of conducting, any line of business material to which (A) the Company and the Company Subsidiaries, taken as a whole, or, to the Knowledge of Company, upon consummation of the Merger could materially restrict the ability of Parent, the Surviving Company or any Subsidiary of their respective Subsidiaries to engage in any material line of business and, in each case, that is a material, (iii) that obligates Company or any of the Company Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate Parent, the Surviving Company or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, and in each case, that is material, (Biv) the contract counterparty has non-contingent absence of which would reasonably be likely to result in a Company Material Adverse Effect, (v) would prohibit or materially delay the consummation of the Merger or otherwise impair the ability of the Company to perform its obligations hereunder, (vi) requires or is reasonably likely to require either (x) annual payments from Third Parties to the Company or any Subsidiary for monthly recurring charges and the Company Subsidiaries of at least $8,333500,000 in the aggregate or (y) annual payments from the Company and Company Subsidiaries to Third Parties of at least $500,000 in the aggregate except, in the case of each of the foregoing clauses (x) and (y), for Contracts that provide for payments to attorney providers or the payment of commissions, (iiivii) all contracts that limit involves any directors, executive officers (as such term is defined in the Exchange Act) or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness 5% shareholders of the Company or any Subsidiary, in each case of their Affiliates (other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which Company Subsidiary) or immediate family members; or (viii) contains any covenant granting “most favored nation” status that, following the Merger, would cost less than $250,000 apply to or be affected by actions taken by Parent, the Surviving Corporation and/or their respective Subsidiaries or Affiliates. Each Contract described in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunderimmediately preceding sentence being a “Material Contract”. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on in Section 3.14 of the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto--------- Company Disclosure Schedule, each Contract Company Agreement is legal, valid, binding, binding and enforceable against the other parties thereto, and is in full force and effect, and will not cease except where any failures, individually or in the aggregate, to be valid, binding and enforceable and in full force and effect as would not be reasonably likely to have a result of Company Material Adverse Effect, and there are no defaults thereunder, except those defaults that would not, individually or in the consummation of the transactions contemplated by this Agreementaggregate, nor will the consummation of the transactions contemplated by this Agreement constitute be reasonably likely to have a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer Company Material Adverse Effect. Section 3.14 of the Company has received Disclosure Schedule sets forth a true and complete list as of the date hereof of (each, a "Material Company Agreement"): -------------------------- (a) any notice agreement required to be filed as an Exhibit to an Annual Report on Form 10-K of any breach under any Contractthe Company pursuant to Item 601(b)(10) of Regulation S-K of the Securities Act), other than such breaches or defaults entered into by the Company or any Company Subsidiary since December 31, 2000 and all amendments to any such Company Agreements included as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000; (b) all non-competition or similar agreements imposing restrictions on the ability of the Company or any Company Subsidiary to conduct any business (or the manner in which would cost less any of them may conduct business) in any jurisdiction or territory; (c) any Company Agreement in effect as of the date hereof (i) for the supply of published fare airline tickets, including any agreements relating to commissions (normal, override or other) payable in respect of the sale of such airline tickets, (ii) for the supply of net fare or opaque fare airline tickets (as to which there are no agreements to pay to the Company any commissions) which contain any restrictions on the manner in which the Company sells such tickets (other than restrictions which (x)(A) require the sale of such tickets together with other products, (B) require such tickets to be sold opaquely or (C) do not permit the sale of such tickets on the internet, and (y) have not been agreed to for a period of more than two months) and (iii) relating to global distribution services; (d) any Company Agreement that requires the Company to conduct business exclusively with one or more Persons in any particular geographic area or with respect to any particular product or service and that cannot be canceled by the Company within 60 days following notice thereof without the payment of any penalty; (e) indentures, credit agreements, security agreements, mortgages, guarantees and promissory notes, and other Company Agreements relating to the borrowing of money or the lending of money by the Company or any Company Subsidiary involving amounts in excess of $100,000 individually or, other than in respect of the mortgage set forth in Section 3.14 of the Company Disclosure Schedule, $250,000 in the aggregate; (f) partnership, joint venture and similar agreements; (g) bonds or agreements of guarantee or indemnification in which the Company or any Company Subsidiary acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent) in excess of $50,000 individually or $250,000 in the aggregate for and that cannot be terminated by the Company any Company Subsidiary within 60 days following notice thereof without the payment of a material penalty, other than any of the foregoing relating to obligations of the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder.Company Subsidiary; (dh) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges personal property lease with an annual payment thereunder of more than $2,083 but less than $8,333, in each case 50,000; and (i) any Company Agreement (other than Leases and Necessary Leasesthose listed in paragraphs (a) through (h) immediately above) which provides for payments to or from the Company in an amount of $100,000 annually or $300,000 in the aggregate over the maximum life of such Company Agreement. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (aExcept for Contracts filed as exhibits to UroCor's most recent annual report on Form 10-K or the most recent report on Form 10-Q filed with SEC or as set forth in Section 3.2(o) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forthUroCor Disclosure Schedule, as of the date hereofof this Agreement, none of UroCor or any of its Subsidiaries is a party to or bound by, and none of their properties or assets are bound by or subject to, any written or oral: (i) all contracts Contract not made in the ordinary course of business; (ii) Contract pursuant to which UroCor or any of its Subsidiaries has agreed not to compete with any Person or to engage in any activity or business, or pursuant to which any benefit is required to be given or lost as a result of so competing or engaging; (iii) Contract pursuant to which UroCor or any of its Subsidiaries is restricted in any material respect in the development, marketing or distribution of their respective products or services; (iv) Contract with (A) the Company any affiliate of UroCor or any Subsidiary is a party and of its Subsidiaries or (B) the Company any current or former director or officer of UroCor or any Subsidiary of its Subsidiaries or of any affiliate of UroCor or any of its Subsidiaries or (C) any affiliate of any such Person (other than (w) contracts on arm's-length terms with companies whose common stock is publicly traded, (x) offer letters providing solely for "at will" employment, (y) invention assignment and confidentiality agreements relating to the assignment of inventions to UroCor or any of its Subsidiaries not involving the payment of money and (z) UroCor Benefit Plans referred to in Section 3.2(r)); (v) license or franchise granted by UroCor or any of its Subsidiaries pursuant to which UroCor or any of its Subsidiaries has agreed to refrain from granting license or franchise rights to any other Person; (vi) Contract under which UroCor or any of its Subsidiaries has incurred any indebtedness that is currently owing or given any guarantee in respect of indebtedness, in each case having an aggregate principal amount in excess of $100,000, or granted any pledge, mortgage or other security interest in any property or assets of UroCor or any of its Subsidiaries; (vii) Contract that is material to the conduct of the business of UroCor and its Subsidiaries that requires consent, approval or waiver of or notice to a third party in the event of or with respect to the Merger or any of the other transactions contemplated by this Agreement, including in order to avoid termination of or a loss of material benefit under any such Contract; (viii) Contract or other agreement, whether written or oral, that contains any guarantees as to UroCor or any of its Subsidiaries' future revenues; (ix) Contract granting a third party any license to Intellectual Property Rights that is not limited to the internal use of such third party; (x) Contract in respect of any joint venture, partnership, business alliance or similar arrangement between UroCor or any of its Subsidiaries and any third party; (xi) except for the Confidentiality Agreement, Contract providing for a "standstill" or for confidential treatment by UroCor or any of its Subsidiaries of third party information other than non-contingent obligations disclosure agreements and provisions entered into by UroCor in the ordinary course of business consistent with past practice; (xii) Contract granting the other party to such Contract or a third party "most favored nation" status that, following the contract counterparty Merger, would in any way apply to Dianon or any of its Subsidiaries (other than UroCor and its Subsidiaries and their products or services); or (xiii) Contract which (i) has aggregate future sums due from UroCor or any of its Subsidiaries in excess of $100,000 per calendar year, and is not terminable by UroCor or any such subsidiary for a cost of less than $100,000 or (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations otherwise material to the Company business of UroCor and its Subsidiaries, taken as a whole, as presently conducted or any Subsidiary for monthly recurring charges as proposed to be conducted. Each Contract of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area UroCor and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, its Subsidiaries is in full force and effecteffect and is a legal, valid and will not cease binding agreement of UroCor or such subsidiary and, to the knowledge of UroCor or such subsidiary, of each other party thereto, enforceable against UroCor or any of its Subsidiaries, as the case may be, and, to the knowledge of UroCor, against the other party or parties thereto, in each case, in accordance with its terms, except for such failures to be in full force and effect as or enforceable that individually or in the aggregate have not had and would not reasonably be expected to have a result Material Adverse Effect on UroCor. Each of the consummation UroCor and its Subsidiaries has performed or is performing all obligations required to be performed by it under its Contracts and is not (with or without notice or lapse of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a time or both) in breach or default under such Contract. (c) Except as set forth on the Contracts Listin any respect thereunder, (i) no officer of the Company has received any notice of any breach under any Contractand, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of SellerUroCor or such subsidiary, no other party to any Contract of its Contracts is (with or without notice or lapse of time or both) in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or in any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333respect thereunder except, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”)case, for such breaches that individually or in the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is aggregate have not had and would not reasonably be expected to have a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c)Material Adverse Effect on UroCor.

Contracts. (a) By letter Section 4.15 of even date herewiththe Company Disclosure Letter sets forth a true and complete list of each Contract between the Company or any of its Subsidiaries, Seller provided to Buyer a complete on the one hand, and accurate list (the “Contracts List”) setting forthten largest customers of the health management services business of the Company and its Subsidiaries and the five largest customers of the fitness management services business of the Company and its Subsidiaries, in each case on the basis of total revenue for the year ended December 31, 2009, on the other hand. Except as set forth in Section 4.15 of the Company Disclosure Letter, and except for this Agreement and except as filed with the SEC, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to or is bound by any Contract that (a) would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, (b) is a non-competition Contract or other Contract that (i) all contracts pursuant purports to limit in any material respect either the type of business in which (A) the Company or any Subsidiary is a party and (B) of the Subsidiaries of the Company (or, after the payment by Merger Sub for Shares pursuant to the Offer, Parent or any Subsidiary has non-contingent obligations to of its Subsidiaries) or any of their respective Affiliates may engage or the contract counterparty manner or geographic area in excess which any of $100,000 per calendar yearthem may so engage in any business, (ii) all contracts pursuant to which (A) would require the Company disposition of any material assets or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiaryof its Subsidiaries (or, in each case other than Leases and Necessary Leases (after the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts ListAcceptance Time, neither Seller, the Company, nor Parent or any Subsidiary has received written notice of a cancellation its Subsidiaries) or any of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect their respective Affiliates as a result of the consummation of the transactions contemplated by this Agreement, nor will (iii) is a Contract that grants “most favored nation” status to any Person that, following the consummation Acceptance Time, would apply to Parent or any of its Subsidiaries, including the Company or any of its Subsidiaries, and affects in any material respect the pricing of any products or services by the Company of any of its Subsidiaries or, following the Acceptance Time, Parent or any of its Subsidiaries (including the Company and its Subsidiaries) or (iv) prohibits or limits, in any material respect, the right of the transactions contemplated by this Agreement constitute a breach Company or default under such Contract. any of its Subsidiaries (or, after the Acceptance Time, would prohibit or limit, in any material respect, the right of Parent or any of its Subsidiaries) to make, sell or distribute any products or services or use, transfer, license, distribute or enforce any of their respective Intellectual Property rights, or (c) Except under which any Acquired Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $200,000 (except for such indebtedness between the Acquired Companies or guaranties by any Acquired Company of indebtedness of any Acquired Company) (each such Contract as described in this Section 4.15 or listed in Section 4.15 of the Company Disclosure Letter, a “Material Contract”). True and complete copies of all Material Contracts of the Company and its Subsidiaries have been made available to Parent. For purposes of this Agreement, “Contract” means any note, bond, mortgage, indenture, contract, agreement, lease or other instrument or obligation (whether written or oral), together with all amendments thereto. Each Material Contract is valid and binding on the Company and each of its Subsidiaries party thereto and, to the knowledge of the Company, any other party thereto, and is in full force and effect, except in each case for such failures to be valid and binding or to be in full force and effect that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect. Except, individually or in the aggregate, as has not had, and would not reasonably be expected to have, a Material Adverse Effect, and except as set forth on the Contracts List, (i) no officer in Section 4.15 of the Company has received any notice of any breach Disclosure Letter, there is no default under any Contract, other than such breaches or defaults Contract by the Company or any Subsidiary which of its Subsidiaries party thereto or, to the knowledge of the Company, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would cost less than $250,000 in the aggregate for constitute a default thereunder by the Company or any Subsidiary to cureof its Subsidiaries party thereto or, and (ii) to the knowledge of Sellerthe Company, no any other party to any Contract is in breach thereof or default thereunderthereto. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter As of even the date herewithhereof, Seller provided except as set forth as an exhibit to Buyer the SEC Reports or on Section 4.7 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a complete and accurate list party to or any of their respective assets are bound by any: (i) Contract relating to third-party indebtedness for borrowed money or any third-party financial guaranty in excess of $100 million; (ii) Contract required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”); (iii) Contract that contains any non-compete provision that limits or purports to limit, curtail or restrict the ability of the Company or any of its Subsidiaries to compete in any line of business, other than those that, in each case, would not be material to the Company or its Subsidiaries, taken as a whole; or (iv) Contract with a third party containing a “standstill” that restricts the ability of the Company, its Subsidiaries or any of their respective Affiliates to acquire any of the securities or assets of such third party or its Affiliates. (b) All Contracts List”of the type described in Section 4.7(a) setting forthabove to which the Company or its Subsidiaries is a party to or by which their respective assets are bound by as of the date of this Agreement, together with the Contracts set forth on Section 4.7 of the Company Disclosure Letter and the Contracts filed as exhibits to the SEC Reports, are referred to herein as the “Material Contracts.” Prior to the date of this Agreement, the Company, subject to the Confidentiality Agreement, has made available to Parent, to the extent a correct, complete and unredacted copy of a Material Contract is not available to the public on the website maintained by the SEC, a correct, complete and unredacted copy of each Material Contract in existence as of the date hereof, together with any and all amendments and supplements thereto and material “side letters” and similar documentation relating thereto. Except, in each case, as has not, and would not reasonably be expected to have, individually or in the aggregate, a material adverse impact on the Company and its Subsidiaries, taken as a whole: (i) all contracts pursuant to which (A) each Material Contract is valid and binding on the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations its Subsidiaries and, to the contract counterparty in excess knowledge of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution each other party thereto and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease (ii) the Company and its Subsidiaries have performed and complied with all obligations required to be performed or complied with by it under each Material Contract. Except in full force and effect any case of default as would not reasonably be expected to have, individually or in the aggregate, a result Material Adverse Effect, (x) there is no default under any Material Contract by the Company or its Subsidiaries or, to the knowledge of the consummation Company, by any other party, and (y) no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or its Subsidiaries, or, to the knowledge of the transactions contemplated Company, by this Agreement, nor will any other party. To the consummation knowledge of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts ListCompany, (i) no officer of neither the Company nor any of its Subsidiaries has received any written notice of termination or cancellation under any Material Contract, or received any notice of breach or default in any breach material respect under any Contract, other than such breaches or defaults by the Company or any Subsidiary Material Contract which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunderhas not been cured. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (Except as set forth in the “Contracts List”) setting forth, as Company's SEC Reports or Schedule 3.17 of the date hereofDisclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any (i) all contracts pursuant to which "material contract" (Aas such term is defined in Item 601(b)(10) of Regulation S-K of the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar yearSEC), (ii) non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all contracts pursuant to which (A) or any material portion of the business of the Company or any Subsidiary is and its Subsidiaries, taken as a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333whole, may be conducted, (iii) all contracts that limit transaction, agreement, arrangement or purport to limit the Company or any Subsidiary in any line of business or understanding with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of regulation S-K under the Securities Act, (iv) voting or other agreement governing how any SubsidiaryShares shall be voted, (v) material agreement with any stockholders of the Company, (vi) acquisition, merger, asset purchase or sale agreement, or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the Transactions (all contracts of the type described in each case other than Leases and Necessary Leases clauses (the foregoing contracts are i) through (vii) being referred to herein collectively as the “"Material Contracts”"). Except as set forth Each Material Contract is valid and binding on the Contracts ListCompany (or, neither Sellerto the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect and the Company and each Subsidiary have, in all material respects, performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, nor does there exist any Subsidiary has received written condition which with the passage of time or the giving of notice of or both would result in such a cancellation of violation or an intent to cancel default under) any Material Contract. (b) Except as set forth disclosed in the Company's SEC Documents or on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result Schedule 3.17 of the consummation Disclosure Schedule or as provided for in this Agreement, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) employment, severance, retention or termination agreements or consulting agreements not terminable on thirty (30) days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the transactions Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, nor will the consummation (iv) agreement with respect to any executive officer or other key employee of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company of its Subsidiaries providing any term of employment or compensation guarantee or (v) agreement or plan, including any Subsidiary to curestock option, and (ii) to the knowledge of Sellerstock appreciation right, no other party to restricted stock or stock purchase plan, any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereofbenefits of which will be increased, (i) all contracts pursuant to which (A) or the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term vesting of the letting under benefits of which will be accelerated, by the Agreement occurrence of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) any of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to Transactions or the representations and warranties applicable to Necessary Leases in Section 4.20(c)value of any of the benefits of which will be calculated on the basis of any of the Transactions.

Contracts. (a) By letter of even date herewithThere are no Parent Contracts required to be described in any Parent Public Report that are not so described as required by the Companies Acts, Seller provided to Buyer a complete the Listing Rules and/or the Prospectus Rules and/or Disclosure and accurate list (the “Contracts List”) setting forthTransparency Rules, as the case may be. Parent has made available to the Company correct and (except for the redaction of certain information in certain Parent Contracts) complete copies of all Parent Contracts that are material to the date hereofbusiness of Parent and its Subsidiaries (collectively, “Parent Material Contracts”). (b) Except for such matters as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) all contracts pursuant to which (A) Parent Material Contracts are valid and binding, in full force and effect and enforceable in accordance with their respective terms, except as may be limited by the Company or any Subsidiary is a party Bankruptcy and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar yearEquity Exception, (ii) all contracts pursuant to which neither Parent nor any of its Subsidiaries is in violation or breach of, or in default (Awith or without notice or the lapse of time or both) the Company or under, any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333Parent Material Contracts and, (iii) all contracts to the Knowledge of Parent, no other Person is in violation or breach of, or in default (with or without notice or the lapse of time or both) under, any Parent Material Contracts. (c) There are no Parent Contracts that limit or purport to limit (i) restrict the Company ability of Parent or any Subsidiary of its Subsidiaries to compete in any line of business or with any Person or to engage in business in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiaryarea, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) contain any so-called “most favored nation” provision or similar provisions requiring Parent or any of its Subsidiaries to offer to a Person any terms or conditions that are at least as favorable as those offered to one or more other Persons or (iii) contain any non-assertion covenant or similar provisions explicitly restricting the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as ability of the date hereof, (i) all contracts pursuant to which (A) the Company Parent or any Subsidiary is a party and (B) the Company of its Subsidiaries to assert Patent-related claims or initiate any Patent-related Legal Action against any other Person concerning Patents owned by Parent or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case its Subsidiaries other than Leases and Necessary LeasesIP Licenses granted to customers by Parent or its Subsidiaries in the ordinary course of each of their respective businesses. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”Schedule 2.5(a) setting forth, as of the date hereofDisclosure Schedule lists all outstanding Contracts with manufacturers or vendors of computers, computer parts or peripheral equipment under which the Company is authorized to sell and/or service the products of such manufacturers or vendors. (b) Schedule 2.5(b) of the Disclosure Schedule lists all outstanding Contracts with customers to design, sell and/or install computer systems or products. (c) Schedule 2.5(c) of the Disclosure Schedule lists each other Contract to which the Company is a party or by which its assets are subject that (i) all contracts pursuant after the Reference Date obligates the Company to which pay an amount of $5,000 or more, or (Aii) is not terminable by the Company without liability to the Company upon a notice of 30 days or less. (d) True copies of the Contracts listed on Schedule 2.5 of the Disclosure Schedule have been delivered (or with respect to purchase orders and invoices have been made available) to Buyers, and (i) except to the extent that such would not have a material adverse effect on the Company or any Subsidiary the Business, each such Contract is in all material respects valid and subsisting and the Enforceable Obligation of the parties thereto; (ii) except to the extent that such would not have a party and (B) material adverse effect on the Company or any Subsidiary the Business, the Company has non-contingent obligations duly performed all its material Obligations thereunder to the contract counterparty extent that such Obligations to perform have accrued; (iii) no Default thereunder by the Company or, to the best knowledge of the Selling Group, any other party or obligor with respect thereto, has occurred or been alleged in excess a communication transmitted to the Selling Group or as a result of $100,000 per calendar year, (ii) all contracts pursuant this Agreement will occur; except to which (A) the extent that such would not have a material adverse effect on the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333Business, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness the interest of the Company or in such Contracts is not subject to any Subsidiary, in each case Encumbrance other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”)an Immaterial Encumbrance. Except as set forth on Schedule 2.5(d) of the Contracts List, neither Seller, Disclosure Schedule and except to the Company, nor any Subsidiary has received written notice of extent that such would not have a cancellation of or an intent to cancel any Contract. (b) Except as set forth material adverse effect on the Contracts ListCompany or the Business, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute will not (and will not give any Person a breach right to) terminate or default under such Contractmodify any material rights of, or accelerate any material Obligation of, the Company. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided The Company has made available to Buyer the Parent a complete and accurate list (set forth in Section 3.12(a) of the “Contracts List”Company Disclosure Schedule) setting forth, and copies of each Company Material Contract to which the Company is a party as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contractthis Agreement. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Each Company Material Contract is legalin full force and effect, validenforceable against the Company or one or more of its Subsidiaries, bindingas applicable, and and, to the Company’s Knowledge, is enforceable against the other parties thereto, is in full force and effecteach case, and will not cease except to the extent it has previously expired in accordance with its terms or where the failure to be in full force and effect as and enforceable, individually or in the aggregate, is not reasonably likely to have a result Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries nor, to the consummation Company’s Knowledge, any other party to any Company Material Contract is in violation of or in default under (nor does there exist any condition which, upon the transactions contemplated by this Agreementpassage of time or the giving of notice or both, nor will the consummation would cause such a violation of the transactions contemplated by this Agreement constitute a breach or default under such under) any Company Material Contract, except for violations or defaults that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. (c) Except as set forth on the Contracts List, (i) no officer As of the Company has received any notice date hereof, none of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 of its Subsidiaries has received any written notice regarding any violation or breach or default under any Company Material Contract, except for notices regarding violations, breaches or defaults that, individually or in the aggregate for aggregate, are not, and would not reasonably be expected to be, material the Company and its Subsidiaries (taken as a whole). As of the date hereof, none of the Company or any Subsidiary of its Subsidiaries has waived in writing any rights under any Company Material Contract, except for any waivers that, individually or in the aggregate, are not reasonably likely to curehave a Company Material Adverse Effect. As of the date of this Agreement, no party to any Company Material Contract has given the Company or any of its Subsidiaries (i) written notice of its intention to cancel or terminate any Company Material Contract or (ii) written notice of its intention to change the scope of rights under or to fail to renew any Company Material Contract, except in the case of each of clauses (i) and (ii) ), as have not had, and would not reasonably be expected to the knowledge of Sellerhave, no other party to any Contract is in breach thereof or default thereundera Company Material Adverse Effect. (d) Schedule 4.15(d) sets forth a complete and accurate list Since January 1, 2022, neither the Company nor any of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts its Subsidiaries has entered into any transaction that would be subject to disclosure pursuant to which (A) Item 404 of Regulation S-K that has not been disclosed in the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesSEC Reports. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth in the Company's SEC Documents or Schedule 3.16 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any non-competition agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, all or any material portion of the business of the Company and its Subsidiaries, taken as a whole, may be conducted, (iii) any transaction, agreement, arrangement or understanding with any Affiliate that would be required to be disclosed under Item 404 of regulation S-K under the Securities Act, (iv) any voting or other agreement governing how any Shares shall be voted, (v) any material agreement with any stockholders of the Company, (vi) any acquisition, merger, asset purchase or sale agreement or (vii) any contract or other agreement which would prohibit or materially delay the consummation of the Merger or any of the Transactions (all contracts of the type described in clauses (i) - (vii) being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Contracts ListCompany (or, assuming to the due authorizationextent a Subsidiary of the Company is a party, execution such Subsidiary) and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease the Company and each Subsidiary of the Company have, in all material respects, performed all obligations required to be performed by them to date under each Company Material Contract, except where such noncompliance, individually or in full force and effect as the aggregate, would not have a result Material Adverse Effect on the Company. Neither the Company nor any Subsidiary of the consummation of the transactions contemplated by this AgreementCompany knows of, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or has received notice of, any violation or default under such Contract. (c) Except as set forth on the Contracts Listnor, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Sellerthe Company, no other party to does there exist any Contract is condition which with the passage of time or the giving of notice or both would result in breach thereof such a violation or default thereunder. (dunder) Schedule 4.15(d) sets forth any Company Material Contract, except where such occurrence or default would not have a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) Material Adverse Effect on the Company or any Subsidiary is and its Subsidiaries taken as a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leaseswhole. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Neither the Company nor any of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as its Subsidiaries nor any other party is in breach of the date hereof, (i) all contracts pursuant or default under any contract to which (A) the Company or any Subsidiary of its Subsidiaries are parties or bound. Except as listed on Schedule 6.13, (a) neither the Company nor any of its Subsidiaries is party to any (written or oral) stockholder agreement, employment agreement, advisors' agreement, consulting agreement or any similar agreement; (b) neither the Company nor any of its Subsidiaries is a party to or bound by (i) any agreement or arrangement relating to Debt (it being understood that if any such agreement or arrangement exists, Schedule 6.13 shall set forth the outstanding princi- pal amount, interest rate, maturity and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess all other material terms of $100,000 per calendar year, such Debt); (ii) all contracts pursuant to which (A) the Company any agency, dealer, sales representative, marketing or other similar agreement; any reinsurance treaty or any Subsidiary is a party and facultative reinsurance contract (B) the contract counterparty has non-contingent obligations in each case applicable to the Company or any Subsidiary for monthly recurring charges of at least $8,333, insurance in force); (iii) all contracts that limit any agreement containing "change in control" or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements similar provisions relating to Indebtedness change in control of the Company or any Subsidiaryof its Subsidiaries; (iv) any powers of attorney, in each case binding authorities or managing general agencies or other agents that have the power to bind on behalf of the Company or any of its Subsidiaries other than Leases and Necessary Leases those made in the ordinary course of AIIC's business; (v) any third party collection agreements; or (vi) any agreements (other than insurance policies, leases or other similar agreements issued or made by the foregoing contracts are referred Company or any of its Subsidiaries in the ordinary course of its business) pursuant to herein collectively as which the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor Company or any Subsidiary has received written notice of a cancellation of or an intent its Subsidiaries is obligated to cancel indemnify any Contract.other Person; and (bc) Except as set forth on the Contracts Listno agreement, assuming the due authorization, execution and delivery by the contract or other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is document will require increased payments (in full force and effect, and will not cease to be in full force and effect either amount or frequency) or changed terms as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation . The Company has heretofore furnished to ACGL complete and correct copies of the transactions contemplated by this Agreement constitute a breach contracts, agreements and instruments listed on Schedule 6.13, each as amended or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) modified to the knowledge of Sellerdate hereof (including any waivers with respect thereto, no other party to any Contract is in breach thereof or default thereunder. (d) the "Agreements"). Schedule 4.15(d) sets forth 6.13 further contains a complete and accurate list of all Seller-Provided Indebtedness. insureds the gross written premiums of which (etogether with the gross written premiums derived from any of its Affiliates) The Contracts List sets forth, as represented more than (or are expected to represent more than) 2% of the date hereof, (i) all contracts pursuant to which (A) the Company or Company's consolidated gross written premiums in any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar such fiscal year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Exhibit B-1 and Exhibit B-2 list each Contributing Stockholder Contract used or necessary for the conduct of even date herewiththe Contributed Business, Seller provided to Buyer a complete and accurate list (except for Contributing Stockholder Contracts with Physicians, of which there are approximately 18,000 Contracts included in the “Contracts List”) setting forth, Contributed Assets as of the date hereofApril 30, (i) all contracts pursuant to which (A) the Company 2001. The Contributing Stockholder has delivered or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations made available to the Company or any Subsidiary accurate and complete copies of all Contributed Business Contracts included in the Contributed Assets, including all amendments thereto, except for monthly recurring charges Contributed Business Contracts with physicians and other healthcare providers to the extent the accurate standard forms of at least $8,333such Contracts are attached to the Contributing Stockholder Disclosure Schedule. Each Contributed Business Contract is valid and in full force and effect and is enforceable in accordance with its terms against the Contributing Stockholder, (iii) all contracts that limit or purport and, to limit its Knowledge, against the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contractcounterparty thereto. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, bindingThe Contributing Stockholder has not, and enforceable against to the Contributing Stockholder’s Knowledge, no other parties theretoPerson has, is in full force violated or breached, or declared or committed any default under, any Contributed Business Contract except for any violation, breach or default that (A) would not give rise to any Liabilities other than Excluded Liabilities or (B) would not materially and effectadversely affect the ability of the Contributing Stockholder to perform its obligations under any of the Transactional Agreements. The Contributing Stockholder has not caused, and will not cease to be in full force and effect as a result of its Knowledge, no other Person has caused (excluding the consummation of the transactions contemplated by hereby), any event, circumstance or condition, that would (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Contributed Business Contract, (B) give any Person the right to declare a default or exercise any remedy under any Contributed Business Contract, (C) give any Person the right to accelerate the maturity or performance of any Contributed Business Contract, or (D) give any Person the right to cancel, terminate or modify any Contributed Business Contract except in each case to the extent that any such event (A) would not give rise to any Liabilities other than Excluded Liabilities or (B) would not materially and adversely affect the ability of the Contributing Stockholder to perform its obligations under any of the Transactional Agreements. The Contributing Stockholder has not received any written notice or, to its Knowledge, other communication (in writing or otherwise) regarding any actual or alleged violation or breach of, or default under, any Contributed Business Contract and has not waived any material right under any Contributed Business Contract included in the Contributed Assets. (c) The Contributed Assets are not pledged to secure the performance or payment of any obligation or other Liability of any Person. (d) No Person is renegotiating, or has given written notice, or to the Contributing Stockholder’s Knowledge, any oral notice of an intention to negotiate any amount paid or payable to the Contributing Stockholder under any material Contributed Business Contract or any other term or provision of any material Contributed Business Contract, in each case to the extent included in the Contributed Assets. (e) As of the date of this Agreement, nor will the consummation Contributing Stockholder has no Knowledge of any basis upon which any party to any Contributed Business Contract included in the transactions contemplated Contributed Assets would object to (i) the assignment to the Company of any right under any Contributed Business Contract included in the Contributed Assets, or (ii) the delegation to or performance by this Agreement constitute a breach or default the Company of any obligation under such Contract. (cf) Except as set forth on the Contracts List, (i) no officer As of the Effective Time and except as contemplated by any Transactional Agreement, the Company has received shall not have any notice of any breach Liability or obligation under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 Contributed Business Contract included in the aggregate Contributed Assets to process any claims or other transactions for the Company existing hospital or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as pharmacy connectivity businesses of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesContributing Stockholder. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth in the SEC Documents or Schedule 3.16 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) any non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, all or any material portion of the business of the Company and its Subsidiaries, taken as a whole, may be conducted, (iii) any agreement with any Affiliate of the Company, (iv) any voting or other agreement governing how any Shares shall be voted or (v) any agreement with any holder of 10% or more of the Shares (all contracts of the type described in clauses (i), (ii), (iii), (iv) or (v) being referred to herein as "Company Material Contracts"). Each Company Material Contract is valid and binding on the Contracts ListCompany (or, assuming to the due authorizationextent a Subsidiary of the Company is a party, execution such Subsidiary) and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease the Company and each Subsidiary of the Company have, in all material respects, performed all obligations required to be performed by them to date under each Company Material Contract, except where such noncompliance, individually or in full force and effect as the aggregate, would not have a result Material Adverse Effect on the Company. Neither the Company nor any Subsidiary of the consummation Company knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation or default under) any Company Material Contract, except where such violation or defaults, individually or in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as disclosed in the SEC Documents or in Schedule 3.16 of the Company Disclosure Schedule or as provided for in this Agreement, neither the Company nor any of its Subsidiaries is a party to any oral or written (i) employment or consulting agreements not terminable on thirty (30) days' or less notice, (ii) union or collective bargaining agreement, (iii) agreement with any executive officer or other key employee of the Company or any of its Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature contemplated by this Agreement, (iv) agreement with respect to any executive officer or other key employee of the Company or any of its Subsidiaries providing any term of employment or compensation guarantee or (v) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Except for this Agreement and, as applicable, any Contract listed in Item 15 of even Parent’s Annual Report on Form 10-K for the year ended December 30, 2018, any Contract attached as an exhibit to any SEC filing by Parent between December 31, 2018 and the date herewithof this Agreement, Seller provided and any Contract set forth on Section 4.16(a) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary is a party to Buyer a complete and accurate list (or bound by any of the “Contracts List”) setting forth, following as of the date hereof, of this Agreement: (i) all contracts any Contract which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC); (ii) any non-competition Contract or other Contract that purports to limit in any material respect either the type of business in which Parent or any of the Parent Subsidiaries or any of their respective Affiliates may engage or the manner or geographic area in which any of them may so engage in any business or contains any material exclusivity provisions; (iii) any Contract entered into since December 31, 2018 pursuant to which Parent or any Parent Subsidiary has completed or agreed to complete any acquisition or disposition of properties or assets that would have required the consent of the Company under Section 6.01(b)(iii) or (iv) if it had been completed after the date of this Agreement; (iv) any Contract for the acquisition or disposition of properties or assets of Parent or the Parent Subsidiaries pursuant to which Parent or any Parent Subsidiary is subject to continuing “earn-out” or similar deferred payment obligations that could reasonably be expected to result in payments by Parent or the Parent Subsidiaries in an amount in excess of $1,000,000; (v) any Parent Collective Bargaining Agreement; (vi) any partnership, limited liability company or joint venture agreement where Parent or any Parent Subsidiary, directly or indirectly, owns an equity interest in the partnership, limited liability company or joint venture; (vii) any stockholders, investors rights, registration rights or similar agreement or arrangement, and any agreement with FIG LLC or any of its Affiliates; (viii) any Contract for capital expenditures in excess of $5,000,000; (ix) any Parent Lease requiring payments by Parent or any Parent Subsidiary in excess of $1,000,000 during 2019 or any subsequent calendar year; (x) any Contract (A) the Company evidencing Indebtedness of Parent or any Parent Subsidiary or pursuant to which Parent or any Parent Subsidiary has guaranteed any Indebtedness (other than consumer credit or capital lease obligations incurred in the Ordinary Course of Business), or (B) under which Parent or any Parent Subsidiary (1) has, directly or indirectly, made any loan or advance to any Person that remains outstanding (excluding any extensions of credit or delayed collection of trade payables in the Ordinary Course of Business) or (2) is obligated to make any capital contribution to, or other investment in, any Person, in the case of this subclause (B) with outstanding obligations in excess of $1,000,000, other than any such Indebtedness, loans, advances, capital contributions or other investments solely between or among Parent and one or more wholly owned Parent Subsidiaries; or (xi) any Contract (other than any Contract of the type described in clauses (i) through (x) above) (A) under which Parent or any Parent Subsidiary is reasonably expected to receive payments of more than $5,000,000 during 2019 or any subsequent calendar year (other than payments to Parent or any Parent Subsidiary for advertising, marketing or promotion and excluding Contracts for the supply of newsprint by Parent or a Parent Subsidiary where Parent’s or a Parent Subsidiary’s net receipts under such Contract, after subtracting the cost to Parent and any applicable Parent Subsidiary of the newsprint being supplied, does not exceed more than $5,000,000 during 2019 or would not reasonably be expected to exceed such amount during any subsequent calendar year) or (B) that by its express terms (1) requires the payment or is reasonably expected to require the payment by Parent or any Parent Subsidiary of more than $2,500,000 during 2019 or any subsequent calendar year, or more than $5,000,000 in the aggregate during the remaining term of such Contract, and (2) cannot be terminated within twelve (12) months after giving notice of termination without resulting in any material cost, penalty or liability to Parent or any Parent Subsidiary. Each Contract to which Parent or any Parent Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, type described in each case other than Leases and Necessary Leases clauses (the foregoing contracts are i) through (xi) of this Section 4.16(a) is referred to herein collectively in this Agreement as the a “ContractsParent Material Contract”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Parent has delivered or made available to the Company correct and complete copies of each Parent Material Contract and all amendments, modifications and side letters with respect thereto entered into prior to the date of this Agreement. Except as set forth on to the Contracts List, assuming extent that it has previously expired or been terminated by Parent or the due authorization, execution and delivery by the other parties theretoapplicable Parent Subsidiary in accordance with its terms, each Parent Material Contract is legal, valid, binding, valid and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect in all material respects, and is enforceable against Parent or any Parent Subsidiary party thereto (and to the Knowledge of Parent is enforceable against each other party thereto) in accordance with its terms, except as a result such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of the consummation general applicability relating to or affecting creditors’ rights generally, or by general principles of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contractequity. (c) Except as set forth on has not had and would not reasonably be expected to have, individually or in the Contracts Listaggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Parent Subsidiary is and, to the Knowledge of Parent, no officer of the Company has received other party is, in breach or violation of, or in default under, any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, Parent Material Contract and (ii) to the knowledge Knowledge of SellerParent, no other party to event has occurred which would result in a breach or violation of, or a default under, any Parent Material Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communicationscase, LLC (“CECLLC”) has timely notified the Port Authority with or without notice or lapse of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(ctime or both).

Contracts. (a) By letter Section 6.10(a) of even date herewiththe Cargill Disclosure Schedule contains a correct and complete list of the following Contracts of the ▇▇▇▇▇▇▇ Fertilizer Businesses (each, Seller provided to Buyer a complete and accurate list (“Cargill Material Contract” and, collectively, the “Contracts ListCargill Material Contracts”) setting forth, as of the date hereof, ): (i) all contracts pursuant Contracts with a term lasting for one year or less which requires or may reasonably be expected to which (A) involve the Company or any Subsidiary is a party payment of more than $10,000,000; and (Bii) all Contracts with a term lasting for more than one year which requires or involves the Company payment of more than $5,000,000 during any twelve-month period thereunder. True and complete copies of all such Cargill Material Contracts have been delivered or have been made available by Cargill to IMC. Each of the Cargill Material Contracts is in full force and effect and constitutes the legal, valid and binding obligation of Cargill or its Subsidiaries, as applicable, and is enforceable in accordance with its respective terms. Neither Cargill nor any Subsidiary has non-contingent obligations of its Subsidiaries nor, to the contract counterparty knowledge of Cargill, any other party is in excess breach of $100,000 per calendar yearor in default under any Cargill Material Contract, except for such breaches and defaults as have not had and would not reasonably be expected to have, individually or in the aggregate, a Cargill Material Adverse Effect. (b) Neither Cargill nor any of its Subsidiaries is party to any agreement containing any provision or covenant directly or explicitly limiting in any material respect the ability of the ▇▇▇▇▇▇▇ Fertilizer Businesses to (i) sell any products or services of or to any other Person, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary engage in any line of business or (iii) compete with or to obtain products or services from any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of limiting the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice ability of any breach under Person to provide products or services to the ▇▇▇▇▇▇▇ Fertilizer Businesses. For purposes of this Section 6.10(b), “products” shall mean any Contract, other than such breaches product which is mined or defaults manufactured by the Company Cargill or any Subsidiary which would cost less than $250,000 in the aggregate is offered for the Company sale to Third Parties whether domestically or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, internationally as part of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases▇▇▇▇▇▇▇ Fertilizer Businesses. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. Except as disclosed on Exhibit 2.15, and to the best of the --------- ------------ Management Shareholders' knowledge: (a) By letter The Company and each of even date herewithits Subsidiaries have fulfilled all of their obligations required under the Materials Contracts (as defined below) to have been performed by Company and/or its Subsidiaries on or prior to the Closing Date; (b) There has not occurred any default under any of the Material Contracts on the part of Company, Seller provided any of its Subsidiaries or any other party thereto, nor has any event occurred which, with the giving of notice or the lapse of time, or both, would constitute a default under any of the Material Contracts on the part of Company, any of its Subsidiaries or any other party thereto; and (c) No consent of any party to Buyer any of the Material Contracts is required for (i) the execution, delivery or performance of this Agreement or (ii) the consummation of the transactions contemplated hereby. (d) Exhibit 2.15 contains a complete and accurate list list, ------------ and Management Shareholders have delivered to Buyer true and complete copies, of (collectively, the “Contracts List”) setting forth, as of the date hereof, "Material Contracts"): (i) all contracts pursuant to which (A) each contract that involves performance of services or delivery of goods or materials by the Company or any Subsidiary is of its Subsidiaries in excess of $25,000; (ii) each contract that was not entered into in the ordinary course of business; (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 leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a party value per item or aggregate payments of less than $25,000 and with terms of less than one year); (Biv) each licensing agreement or other contract with respect to patents, trademarks, copyrights or other intellectual property, including agreements with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property; (v) each joint venture, partnership and other contract (however named) involving a sharing of profits, losses, costs or liabilities by the Company or any Subsidiary has non-contingent obligations of its Subsidiaries with any other person or entity; (vi) each contract containing covenants that in any material way purport to restrict the contract counterparty in excess business activity of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) of its Subsidiaries or limit the contract counterparty has non-contingent obligations to freedom of the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport its Subsidiaries to limit the Company or any Subsidiary engage in any line of business or to compete with any Person person or entity; (vii) each contract providing for payments to or by any person or entity based on sales, purchases or profits other than direct payments for goods; (viii) each contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by the Company or any of its Subsidiaries to be responsible for consequential damages; (ix) each contract for capital expenditures in excess of $25,000 individually, or in the aggregate; (x) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by the Company or any geographic area of its Subsidiaries other than in the ordinary course of business; (xi) each amendment, supplement and modification (ivwhether oral or written) all contracts and agreements relating in respect of any of the foregoing; and (xii) each debt agreement (including any amendment thereto) applicable to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases . (the foregoing contracts are referred to herein collectively as the “Contracts”). e) Except as set forth on in Exhibit 2.15, no Shareholder ------------ (and no person related to a Shareholder) has or may acquire any rights under, and no Shareholder has or may become subject to any obligation or liability under, any Material Contract that relates to the Contracts Listbusiness of, neither Selleror any of the assets owned or used by, the Company, nor Company or any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contractits Subsidiaries. (bf) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties theretoExhibit 2.15, each Material ------------ Contract is legal, valid, binding, and enforceable against the other parties thereto, identified or required to be identified herein is in full force and effect, effect and will not cease to be is valid and enforceable in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contractaccordance with its terms. (cg) Except as set forth on the Contracts List, Exhibit 2.15: ------------ (i) no officer The Company and each of its Subsidiaries is, and at all times has been, in full compliance in all material respects with all applicable terms and requirements of each Material Contract under which the Company and each of its Subsidiaries have or had any obligation or liability or by which the Company and each of its Subsidiaries or any of the assets owned or used by the Company and each of its Subsidiaries is or was bound; (ii) Each other person or entity that has received any notice of any breach obligation or liability under any Contract, other than such breaches or defaults by Material Contract under which the Company or any Subsidiary which would cost less than $250,000 of its Subsidiaries have any rights is in the aggregate for material compliance with all applicable terms and requirements of each such Material Contract; (iii) As to acts and omissions of the Company or any Subsidiary to cure, and (ii) to the knowledge of Sellerits Subsidiaries or of other persons or entities, no other party to any Contract is event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach thereof of, or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) give the Company or any Subsidiary is of its Subsidiaries or other person the right to declare a party default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract; and (iv) The Company and its Subsidiaries have not given to or received from any other person, at any time in the two (B2) the Company previous calendar years, any notice or other communication (whether oral or written) regarding any Subsidiary has non-contingent obligations actual or alleged violation or breach of, or default under, any Material Contract. (h) There are no renegotiations of or attempts to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company renegotiate any material amounts paid or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations payable to the Company or any Subsidiary of its Subsidiaries under current or completed Material Contracts with any person or entities and no such person or entity has made written demand for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leasessuch renegotiation. (fi) Con Edison CommunicationsThe Material Contracts relating to the sale, LLC (“CECLLC”) has timely notified design, manufacture or provision of products or services by the Port Authority Company and its Subsidiaries have been entered into in the ordinary course of New York business and New Jersey (have been entered into without the “Port Authority”) commission of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Servicesany act alone or in concert with any other person or entity, Inc.or any consideration having been paid or promised, dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject or would be in violation of any law. (j) Except as set forth on Exhibit 2.15, the Company and ------------ its Subsidiaries have not been notified (orally or in writing) that any customer desires to the representations and warranties applicable return any product ordered or has failed to Necessary Leases in Section 4.20(c)pay (or indicated an intent not to pay) for any products or services ordered.

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as of the date hereof, Except (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar yearfor this Agreement, (ii) all contracts pursuant to which for the Contracts filed no less than one (A1) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations Business Day prior to the Company or any Subsidiary for monthly recurring charges of at least $8,333, date hereof as exhibits to the SEC Reports and (iii) all contracts that limit or purport to limit for the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (ivPlans, Section 3.8(a) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of any note, bond, mortgage, indenture, deed of trust, contract, agreement, license, lease or other similar instrument or binding obligation (whether written or oral) (each, a “Contract”) which is in effect as of the date hereof (or pursuant to which the Company or any of its Subsidiaries has any continuing obligations thereunder) and under which the Company or any of its Subsidiaries is party or by which the Company or any of its Subsidiaries is bound, that: (i) all contracts would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K (provided that such Contracts need not be set forth on Section 3.8(a)(i) of the Company Disclosure Letter if true, correct and complete copies (subject to redaction) have been filed as exhibits to the SEC Reports prior to the date hereof); (ii) contains covenants that (A) in the case of any Contract with any Producer, require the Company or any of its Subsidiaries to conduct business with any Person on a preferential, most favored nations or exclusive basis, and (B) in the case of any Contract other than those contemplated by the immediately preceding clause (A), (1) limit in any material respect the freedom of the Company or any of its Subsidiaries to compete or engage in any line of business or with respect to any class of products, or with any Person or (2) contain material exclusivity obligations or otherwise limit in any material respect the freedom or right of the Company or any of its Subsidiaries to research, develop, sell, distribute or manufacture any products or services for any other Person, including such provisions which require the Company or any of its Subsidiaries to conduct business with any Person on a preferential, most favored nations or exclusive basis; (iii) other than with respect to any partnership that is wholly owned by the Company or any of its Subsidiaries, is a joint venture, partnership or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (iv) other than (A) solely among wholly owned Subsidiaries of the Company or (B) endorsements for collection or deposit in the ordinary course of business, relates to indebtedness for borrowed money (whether incurred, assumed, guaranteed or secured by any asset) having an outstanding principal amount in excess of $5,000,000; (v) constitutes any acquisition or divestiture Contract (whether by merger, consolidation, purchase or sale of stock or otherwise) of any interest in any Person or any business, line of business or division thereof, or a material portion of the assets of any Person pursuant to which the Company or any of its Subsidiaries has outstanding obligations in respect of any “earnout” or similar contingent or deferred payments involving more than $5,000,000 payable by the Company or its Subsidiaries aggregate over the term of the Contract from and after the date of this Agreement (Aexcluding, for the avoidance of doubt, acquisitions or dispositions of Investment Assets, or of supplies, products, properties, or other assets in the ordinary course of business or of supplies, products, properties, or other assets that are obsolete, worn out, surplus, or no longer used or useful in the conduct of business of the Company or any of its Subsidiaries); (vi) prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of its Subsidiaries or prohibits the pledging of the capital stock of the Company or any Subsidiary is of the Company; (vii) (A) a party and Reinsurance Contract involving assumed net reserves as of December 31, 2023 in excess of $7,500,000 or (B) a ceded Reinsurance Contract that, together with all other ceded Reinsurance Contracts involving the same assuming reinsurer, involves net reserves as of December 31, 2024 in excess of $7,500,000, or, in either case, is a Reinsurance Contract entered into after December 31, 2024 that would reasonably be expected to involve assumed or ceded net reserves in excess of such thresholds as of the date hereof; (viii) grants any right of first refusal or right of first offer that limits the ability of the Company, any Subsidiary of the Company or any Subsidiary has non-contingent obligations of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets; (ix) requires or guarantees aggregate payments by or to the contract counterparty greater Company and/or any Subsidiary of the Company of more than $25,000 but 5,000,000 over the twelve (12) month period ending December 31, 2025; (x) are any keepwell or similar agreement under which the Company or any of its Subsidiaries has directly guaranteed any liabilities or obligations of another Person or under which another Person has directly guaranteed any liabilities or obligation of the Company or any of its Subsidiaries, in each case involving liabilities or obligations in excess of $5,000,000; (xi) involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other Contract relating to a forward, swap or other hedging transaction, in each case, in excess of $5,000,000; (xii) involves the settlement of any pending or threatened claim, action or proceeding that (A) requires payment obligations of the Company or any Subsidiaries after the date hereof in excess of $5,000,000 or (B) involves any Governmental Entity, other than claims settled under Insurance Contracts; (xiii) under which the Company or a Subsidiary of the Company has directly or indirectly made any advance, loan, extension or credit to any Person (other than a wholly owned Subsidiary of the Company); (xiv) is with a Governmental Entity; (xv) is an investment advisory or investment management agreement or arrangement to which the Company or any of its Subsidiaries is a party or under which any Investment Asset is invested or managed or any third party has the right or power to make discretionary or investment decisions with respect to any Investment Asset and, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (xvi) relate to development or assignment of material Intellectual Property owned by the Company or any of its Subsidiaries, other than Intellectual Property assignment and invention assignment agreements assigning material Intellectual Property rights to the Company or any of its Subsidiaries entered into with employees or third-party contractors in the ordinary course of business; (xvii) contain a license or grant of rights in, to or under material Intellectual Property (excluding (A) licenses granted or for the benefit of the Company or any of its Subsidiaries of commercially available, “off-the-shelf” software available on standard terms for an annual payment of less than $100,000 per calendar year5,000,000, (B) licenses of open source software, (C) non-exclusive licenses to Intellectual Property owned by the Company or any of its Subsidiaries entered into in the ordinary course of business, and (D) non-exclusive licenses that are incidental to Contracts under which the license to or from the Company or one of its Subsidiaries is not the primary purpose of such Contract); and (xviii) any collective bargaining agreement or similar agreement with any labor unions, works councils, or other labor organizations representing any employees employed by the Company or any of its Subsidiaries. Each Contract required to be set forth in Section 3.8(a) of the Company Disclosure Letter or filed as an exhibit to the SEC Reports as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (in each case, excluding any Company Plan) is referred to herein as a “Material Contract”. (b) Each of the Material Contracts is valid and binding on the Company and each of its Subsidiaries party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect (and to the Knowledge of the Company is enforceable against each other party thereto), subject to the Bankruptcy and Equity Exception, except (i) to the extent that any Material Contract expires or terminates after the date hereof in accordance with its terms, and (ii) all contracts pursuant for such failures to which be valid and binding or to be in full force and effect that do not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as does not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (A) neither the Company nor any of its Subsidiaries has received written, or to the Knowledge of the Company, oral notice from any other party to a Material Contract that such other party intends to terminate, not renew, or renegotiate in any material respects the terms of any such Material Contract nor to the Knowledge of the Company, is any such party threatening in writing to do so and (B) there is no breach or default under any Material Contract by the Company or any Subsidiary is of its Subsidiaries or, to the Knowledge of the Company, any other party thereto and no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a party and (B) the contract counterparty has non-contingent obligations to default thereunder by the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333its Subsidiaries. The Company has made available to Parent true, correct and complete copies of all Material Contracts (or a written summary if not in each case other than Leases and Necessary Leases. (fwriting) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term as of the letting under the date of this Agreement of Lease Tunnel Duct between the Port Authority (including all amendments and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”supplements thereto), except for instances where the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease failure to be so complete is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c)immaterial.

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as As of the date hereofof this Agreement, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness none of the Company or any Subsidiary, in each case other than Leases and Necessary Leases Company Subsidiary 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 (the foregoing contracts are referred to herein collectively as the a “ContractsFiled Company Contract”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary ) that has received written notice of a cancellation of or an intent to cancel any Contractnot been so filed. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (cSection 3.14(b) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List Disclosure Letter sets forth, as of the date hereofof this Agreement, a true and complete list, and the Company has made available to Parent true and complete copies, of: (i) each Contract that (A) restricts in any material respect the ability of the Company or any Company Subsidiaries to compete in any line of business or geographic area and that is material to the Company and the Company Subsidiaries, taken as a whole, (B) materially limits the right of the Company or any Company Subsidiary pursuant to any “most favored nation” or “exclusivity” provisions, except for Contracts entered into in the ordinary course of business between the Company or any Company Subsidiary with suppliers, distributors, customers or sales representatives or (C) contains provisions described in clauses (A) and (B) that would bind Parent and its Affiliates; (ii) each Contract pursuant to which any Indebtedness (other than any Indebtedness described in clause (iv) of the definition of Indebtedness and Indebtedness solely among the Company and/or any of the wholly owned Company Subsidiaries) of the Company or any of the Company Subsidiaries in a principal amount of more than $10,000,000 individually and $25,000,000 in the aggregate, is outstanding or may be incurred by its terms; (iii) excluding individual purchase orders, each Contract exceeding $10,000,000 on an individual basis by total revenue with any of the top ten (10) customers of the Company and the Company Subsidiaries, taken as a whole, determined on the basis of total revenue of the Company and the Company Subsidiaries attributable to such customers pursuant to such Contracts in effect as of the date of this Agreement, for the twelve (12) months ended December 31, 2024, including each Contract with the Persons set forth in Section 3.14(b)(iii)(A) of the Company Disclosure Letter; (iv) excluding individual purchase orders, each Contract with a Top Vendor exceeding $10,000,000; (v) each material partnership, joint venture or similar Contract to which the Company or any of the Company Subsidiaries is a party relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any Person (other than the wholly owned Company Subsidiaries); (vi) each Contract between the Company or any Company Subsidiary, 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 officer, director or owner (other than the Company or any of the Company Subsidiaries) (each such transaction among such Persons, an “Interested Party Transaction”); (vii) each Contract (A) relating to the disposition or acquisition by the Company or any of the Company Subsidiaries, with obligations remaining to be performed or liabilities continuing after the date of this Agreement, in each case, which are reasonably expected to be greater than $5,000,000, of any business or any assets or (B) pursuant to which the Company or any of the Company Subsidiaries will acquire any ownership interest in any other Person for aggregate consideration of greater than $5,000,000; (viii) each Collective Bargaining Agreement; (ix) each Contract that is an agreement in settlement of a dispute or conciliation or similar Contract, in each case, that imposes any material obligation on the Company or any of the Company Subsidiaries after the date of this Agreement, except for ordinary course settlements that result in amendments to Contracts to which the Company or any Company Subsidiary has such continuing obligations; (x) each Government Contract that is currently in performance or that has not been closed out with a total contract value in excess of $10,000,000; and (xi) each Contract to which the Company or any Company Subsidiary is a party that could reasonably be expected to involve aggregate payments during calendar year 2024 or any subsequent 12-month period of at least $10,000,000 and which is not terminable by either party on less than 60 days’ written notice without material penalty. Notwithstanding the foregoing, the following Contracts shall not be required to be listed on Section 3.14(b) of the Company Disclosure Letter, shall not be required to be made available to Parent pursuant to this Section 3.14(b), and shall not be deemed a “Material Contract” for any purposes hereunder (whether or not a Filed Company Contract): (1) any Company Benefit Plan, (2) any Contract solely between the Company, on the one hand, and one or more Company Subsidiaries, on the other hand, or solely between one or more Company Subsidiaries, and (3) any Real Estate Leases, which are the subject of Section 3.16 (any such Contract in clauses (1), (2) or (3), an “Excluded Contract”). Each Contract (w) that is an IP Contract, (x) listed in Section 3.14(b) of the Company Disclosure Letter, (y) required to be listed in Section 3.14(b) of the Company Disclosure Letter by this Section 3.14(b) or (z) that is a Filed Company Contract, in each case, other than any Excluded Contract, is referred to herein as a “Material Contract.” (c) Except for matters which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) all contracts pursuant 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 which 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; (Aii) each such Material Contract is in full force and effect; and (iii) none of the Company or any Subsidiary is a party and (B) of the Company Subsidiaries is (with or without notice or lapse of time, or both) in breach or default under any Subsidiary has non-contingent obligations such Material Contract and, to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearKnowledge of the Company, and 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 case of clauses (i) or (ii), with respect to any Material Contract that expires by its terms (as in effect as of the date hereof) all contracts pursuant to or which (A) is terminated in accordance with the terms thereof by the Company or any Subsidiary is a party in the ordinary course of business consistent with past practice in all material respects. As of the date hereof, except as has not been and (B) would not, individually in the contract counterparty has non-contingent obligations aggregate, be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any of Company Subsidiaries has (x) received any notice in writing from any Person that such Person intends to terminate, not renew, renegotiate, or claim a material breach under, any Subsidiary for monthly recurring charges Material Contract or (y) waived, or failed to enforce, any of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leasesits material rights or benefits under any Material Contract. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer Except as would not result in a complete and accurate list (Material Adverse Effect on the “Contracts List”) setting forth, as of the date hereofCompany, (i) all contracts pursuant to which (A) each Company Contract is valid and binding on the Company or any its applicable Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and, to the knowledge of the Company, is valid and will not cease binding on the other parties thereto, (ii) the Company and each of its Subsidiaries and, to the knowledge of the Company, each of the other parties thereto, has performed all obligations required to be in full force performed by it to date under each Company Contract and effect as a result (iii) no event or condition exists which constitutes or, after notice or lapse of the consummation of the transactions contemplated by this Agreementtime or both, nor will the consummation of the transactions contemplated by this Agreement would constitute a breach or default (including the non-payment of fees) 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 Contract. No party to any Company Contract has given the Company or any of its Subsidiaries written notice of its intention to cancel, terminate, materially change the scope of rights under or fail to renew any Company Contract and neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any other party to any Company Contract, has repudiated in writing any material provision thereof. (b) Schedule 4.15(b) of the Company Disclosure Letter sets forth a list as of the date of this Agreement of (i) all agreements or contracts regarding the acquisition of a Person or business, whether in the form of an asset purchase, merger, consolidation or otherwise (including any such agreement or contract that has closed but under which one or more of the parties has executory indemnification, earn-out or other liabilities) to which the Parent or Company is a party, (ii) all credit agreements, indentures, and other agreements related to any indebtedness for borrowed money of the Parent or Company, (iii) all joint venture or other similar agreements to which the Parent or Company is a party, (iv) all material lease agreements to which the Parent or Company is a party, (v) contracts under which the Parent or Company has advanced or loaned any other person any material amounts, (vi) guarantees of any obligations, (vii) contracts or groups of related contracts with the same party or group of parties the performance of which involves annual consideration in excess of $75,000 which are not cancelable by the Parent or Company, as the case may be, on thirty (30) days’ or less notice without premium or penalty, (viii) each supply agreement and each “single source” supply contract pursuant to which goods or materials that are material to the Parent or Company’s business are supplied to the Parent or Company, respectively, from an exclusive source, (ix) each exclusive sales representative or exclusive distribution contract to which the Parent or Company is a party, (x) agreements under which the Parent or Company has granted any person registration rights (including demand and piggy-back registration rights), (xi) all contracts or agreements purporting to restrict or prohibit the Parent or Company from engaging or competing in any business or engaging or competing in any business in any geographic area, (xii) all employment, consulting, retention, severance, change in control, non-competition, termination or indemnification agreements between the Parent or Company and any director or officer of the Parent or Company, respectively, or any other employee earning noncontingent cash compensation in excess of $75,000 per year, (xiii) all labor agreements, collective bargaining agreements or other labor related contracts (including work rules and practices) to which the Parent or Company is a party with respect to any labor union, labor organization, trade union, works council or similar organization or association of employees, (xiv) all licenses, consents to use, non-assertion agreements and coexistence agreements concerning Intellectual Property to which the Company is a party and material software used by the Company other than non-customized software subject to customary “shrink-wrap” or “click-through” type contracts (the “Material Licenses”), (xv) each contract to which the Company is a party with any Governmental Authority, (xvi) any contract which provides for termination, acceleration of payment or other special rights upon the occurrence of a change in control of the Parent or Company and (xvii) all other contracts which are material to the Parent or Company taken as a whole (collectively, the “Company Contracts”). The indebtedness for borrowed money of the Company (the “Company Debt”) is set forth on Schedule 4.15(b) of the Company Disclosure Letter, and the Company Debt in the aggregate does not exceed $11,000,000 in original principal amount. (c) Except as Each of the contracts set forth on the Contracts List, (iSchedule 4.15(c) no officer of the Company Disclosure Letter has received any notice of any breach under any Contract, other than such breaches or defaults been assigned by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations Parent to the Company or any Subsidiary for monthly recurring charges of more than $2,083 and Parent has received all required consents from other parties under all Company Contracts, including, but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election not limited to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(ithose set forth on Schedule 4.15(c) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject Company Disclosure Letter, to the representations and warranties applicable to Necessary Leases in Section 4.20(c)assign such contracts.

Contracts. (a) By letter Section 3.11(a) of even date herewith, Seller provided to Buyer the Company Disclosure Letter sets forth a true and complete and accurate list (the “Contracts List”) setting forthlist, as of the date hereof, of (i) all contracts pursuant each of the Contracts to which (A) the Company or any Company Subsidiary is a party and (B) or by which the Company or any Company Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party of their assets or businesses are bound (and (Bany amendments, supplements and modifications thereto) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge Knowledge of Sellerthe Company, each of the Contracts which AmRisc or any of its Affiliates has entered into on behalf of, or in respect of, business written on behalf of the Company or any Company Subsidiary, in each case, excluding insurance contracts or policies which AmRisc or any of its subsidiaries entered into on behalf of, or in respect of, business written on behalf of the Company or any Company Subsidiary in the Ordinary Course of Business. (b) To the Knowledge of the Company, all Contracts set forth or required to be set forth in Section 3.11(a) of the Company Disclosure Letter (collectively, the “Company Contracts”) are valid, binding and in full force and effect and are enforceable by the Company or the applicable Company Subsidiary (or in the case of Contracts described in Section 3.11(a)(ii), AmRisc) in accordance with their terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought and except for such failures to be valid, binding, in full force and effect or enforceable that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company or the applicable Company Subsidiary has (or, to the Knowledge of the Company, in the case of Contracts described in Section 3.11(a)(ii), AmRisc and its Affiliates have) performed all material obligations required to be performed by it (or them, as applicable) under the Company Contracts, and it is (or, to the Knowledge of the Company, in the case of Contracts described in Section 3.11(a)(ii), AmRisc and its Affiliates are) not (with or without notice or lapse of time, or both) in breach or default in any material respect thereunder and, to the Knowledge of the Company, no other party to any Company Contract is (with or without notice or lapse of time, or both) in breach thereof or default in any material respect thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list . Since January 1, 2015, none of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and of the Company Subsidiaries (Bor, to the Knowledge of the Company, AmRisc or any of its Affiliates) has received written notice of any actual or alleged violation of, or failure to comply with, any term or requirement of any Company Contract. As of the date of this Agreement, none of the Company or any Subsidiary has non-contingent obligations of the Company Subsidiaries (or, to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearKnowledge of the Company, and (iiAmRisc or any of its Affiliates) all contracts pursuant to which (A) has received any written notice of a threatened or actual termination, cancellation, material limitation of, or material adverse modification or change in, any Company Contract or the business relationship of the Company, any of the Company Subsidiaries, AmRisc or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company of its Affiliates with any one or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under counterparties thereto. True and complete copies of all Company Contracts, together with all amendments, supplements and modifications thereto have been made available to Parent before the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c)date hereof.

Contracts. (a) By letter Except as set forth on Section 3.10(a) of even date herewiththe Company Disclosure Letter, Seller provided neither the Company nor any of its Subsidiaries is a party to, and none of their respective properties or other assets is subject to, any Contract that is of a nature required to Buyer be filed as an exhibit to a report or filing under the Securities Act or the Exchange Act, other than any Contract that is filed as an exhibit to the Filed Company SEC Documents. (b) Section 3.10(b) of the Company Disclosure Letter sets forth a correct and complete and accurate list (the “Contracts List”) setting forth, as of the date of this Agreement, and the Company has, prior to the date hereof, made available to Parent correct and complete copies (including all material amendments, modifications, extensions, renewals or guaranties) of the following: (i) all contracts pursuant to which (A) Contracts of the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which its Subsidiaries (A) the Company involving payments by or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least its Subsidiaries of more than $8,333, 750,000 on an annual basis or (iiiB) all contracts that limit involving payments by or purport to limit the Company or any Subsidiary of its Subsidiaries of more than $100,000 on an annual basis and which may not be terminated by the Company without cause within one year without penalty; (ii) all Contracts to which the Company or any of its Subsidiaries is a party, or by which the Company, any of its Subsidiaries or any of its Affiliates is bound, that contain a covenant restricting the ability of the Company or any of its Subsidiaries (or which, following the consummation of the Merger, would restrict the ability of Parent or any of its Subsidiaries, including the Surviving Corporation and its Subsidiaries) to compete in any line of business or with any Person person or in any geographic area and or which prohibits the Company or any of its Subsidiaries from soliciting suppliers anywhere in the world; (iii) all Contracts of the Company or any of its Subsidiaries with any Affiliate of the Company (other than any of its Subsidiaries) in which the amount involved exceeds $120,000 on an annual basis; (iv) any (A) Contract to which the Company or any of its Subsidiaries is a party granting any license to Intellectual Property, (B) other license (other than real estate) by the Company or any of its Subsidiaries, in either case of (A) and (B) involving payments of more than $750,000 on an annual basis, and (C) other IP License that is material to the Company and its Subsidiaries, taken as a whole (other than standard form Contracts granting rights to use readily available shrink wrap or click wrap Software having a replacement cost and annual license fee of less than $75,000 in the aggregate for all contracts such related Contracts); (v) all confidentiality agreements of the Company or any of its Subsidiaries (other than in the ordinary course of business or with respect to potential strategic transactions involving a direct or indirect sale of the Company), agreements by the Company or any of its Subsidiaries not to acquire assets or securities of a third party or agreements by a third party not to acquire assets or securities of the Company or any of its Subsidiaries; (vi) any Contract of the Company or any of its Subsidiaries involving payments by or to the Company or any of its Subsidiaries, of more than $750,000 on an annual basis that requires consent of or notice to a third party in the event of or with respect to the Merger, including in order to avoid a breach or termination of or loss of benefit under any such Contract; (vii) all joint venture, partnership or other similar agreements involving co-investment with a third party to which the Company or any of its Subsidiaries is a party; (viii) any Contract of the Company or any of its Subsidiaries with a Governmental Authority; (ix) all material outsourcing Contracts of the Company or any of its Subsidiaries; (x) all Contracts providing for the indemnification by the Company or any of its Subsidiaries of any person, except for any such Contract that (i) is not material to the Company or any of its Subsidiaries and agreements relating (ii) was entered into in the ordinary course of business; (xi) all Contracts pursuant to which any Indebtedness of the Company or any Subsidiaryof its Subsidiaries is outstanding or may be incurred (except for such Indebtedness the aggregate principal amount of which does not exceed $750,000); (xii) all Company Management Agreements; (xiii) all Contracts of the Company or any of its Subsidiaries with hospice providers, home health providers and therapy providers, (i) not terminable upon 120 days’ notice or less and without cost or penalty, (ii) involving annual amounts exceeding $4,000,000 or (iii) otherwise material to the Company and its Subsidiaries, taken as a whole; (xiv) all Contracts of the Company or any of its Subsidiaries with a third party payor or in each case connection with a Government Program regarding the provision of health care services by the Company or any of its Subsidiaries involving annual amounts exceeding $2,500,000 for any particular Company Facility or otherwise material to the Company and its Subsidiaries, taken as a whole; (xv) all Contracts to which the Company or any of its Subsidiaries is a party relating to the construction or development of, any addition to, or any material improvement project with respect to, any Company Facility or Company Management Property or with respect to any real property that, upon completion, will be a facility owned, leased, subleased and/or operated by the Company and/or any of its Subsidiaries (including, without limitation, pursuant to any management agreement with a third party); and (xvi) all leases, subleases, licenses or other occupancy agreements pursuant to which the Company or any of its Subsidiaries uses or occupies real property (other than Leases any Company Lease) involving annual amounts exceeding $750,000 or otherwise material to the Company and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts Listits Subsidiaries, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect taken as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contractwhole. (c) Except as set forth on Section 3.10(c) of the Contracts ListCompany Disclosure Letter, (i) no officer none of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary of its Subsidiaries (x) is, or 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 Contract to which would cost less than $250,000 in the aggregate for the Company it is a party or any Subsidiary to cureof its properties or other assets is subject, and (ii) to the knowledge Knowledge of Sellerthe Company, there has occurred no other party event giving to others any right of termination, amendment or cancellation of (with or without notice or lapse of time or both) any such Contract, and (iii) each such Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth full force and effect and is a complete legal, valid and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forthbinding agreement of, as of the date hereofand enforceable against, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations its Subsidiary, and, to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearKnowledge of the Company, each other party thereto, except for violations, breaches, defaults, waivers or failures to enforce rights or benefits, or failures to be in full force and effect or to be legal, valid, binding or enforceable, covered by clauses (i), (ii) all contracts pursuant or (iii) above that, individually or in the aggregate, have not had and would not reasonably be expected to which (A) the have a Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesMaterial Adverse Effect. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided Schedule 3.10(a) to Buyer the Disclosure Memorandum contains a complete and accurate list of (the each, a “Contracts ListMaterial Contract”) setting forth, as of the date hereof, (i) all contracts pursuant Contracts, other than vendor agreements and purchase orders with vendors entered into in the ordinary course of business, to which (A) the Company or any Subsidiary of its Subsidiaries is currently a party and (B) or by which the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company its Subsidiaries is currently bound providing for potential payments by or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least its Subsidiaries in excess of $8,333250,000 per annum (with Schedule 3.10(a) to the Disclosure Memorandum identifying with respect to each Material Contract each of clauses (i) through (vii) of Section 3.10(c) applicable to such Material Contract, if any), (ii) each Contract relating to the Debt, and (iii) all contracts other Contracts that limit or purport are material to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on All Contracts to which the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract Company or any of its Subsidiaries is legal, a party are valid, bindingbinding and enforceable in accordance with their terms against the Company or its Subsidiaries, as the case may be, and enforceable against the each other parties thereto, is in full force party thereto and effect, and will not cease to be are in full force and effect (subject only to the effect, if any, of applicable bankruptcy and other similar laws affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remedies), the Company or its Subsidiaries, as a result the case may be, has performed all obligations required to have been performed by it thereunder, and neither the Company, its Subsidiaries, nor to the Knowledge of the consummation of the transactions contemplated by this AgreementCompany, nor will the consummation of the transactions contemplated by this Agreement constitute a any other party thereto is in breach or violation of, or default under (including any such breach, violation or default caused by a violation of a noncompetition, nonsolicitation or exclusivity provision contained therein), nor is there any event that with notice or lapse of time, or both, would constitute a breach, violation or default by the Company, its Subsidiaries, or any other party thereunder, nor has the Company or any of its Subsidiaries received any claim of any such breach, violation or default. There is not now and has not been within the past 24 months any disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for renegotiation of any Material Contract. Further, there is not now and has not been within the past 24 months any disagreement or dispute of any nature whatsoever with any other party to any Contract having or reasonably likely to have a Material Adverse Effect. True and complete copies of each such written Material Contract (or written summaries of the terms of any such oral Material Contract) have been delivered or been made available to Parent. The Company has no reason to believe that any obligation that remains under any Material Contract cannot be fulfilled by the Company or its Subsidiaries, as the case may be, and has no notice or Knowledge that any party to a Material Contract listed on Schedule 3.10(a) to the Disclosure Memorandum intends to cancel, terminate, refuse to perform or refuse to renew such Material Contract (if such Material Contract is renewable). (c) Except as set forth on for the Material Contracts Listlisted in Schedule 3.10(a) to the Disclosure Memorandum, neither the Company nor any of its Subsidiaries has any other Contract: (i) no officer with a remaining term of greater than one year from the date of this Agreement (which, for purposes of clarity, shall be determined based on the term of the Company has received any notice primary subject matter of any breach under any such Contract, other than and not incidental obligations such breaches or defaults as non-disclosure, post-termination indemnity, etc.) that cannot be canceled by the Company or its Subsidiaries, as the case may be, with no more than 60 days’ notice without liability, penalty or premium (other than non-disclosure agreements); (ii) with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any Subsidiary way the Company from carrying on its business in any manner or in any geographic location, other than restrictions in Intellectual Property Agreements on the Exploitation of Third Party IP; (iii) for a joint venture or any other similar arrangement that involves a sharing of profits or revenue with other Persons or that provides for the payment of referral fees or bounties; (iv) relating to any interest rate, currency or commodity derivatives or hedging transaction; (v) with any Governmental Body; (vi) in which would cost less than $250,000 in the aggregate for the Company or any Subsidiary of its Subsidiaries agrees to cure, and (ii) to the knowledge provide indemnification that may result in liability in excess of Seller, no other party to any Contract is in breach thereof or default thereunder.$250,000; and (dvii) Schedule 4.15(d) sets forth granting a complete and accurate list power of all Seller-Provided Indebtednessattorney, agency or similar authority to another Person. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. Section (k) of the Target Disclosure Statement lists all material Contracts to which Target or any of its Subsidiaries is a party including those Contracts which fall within any of the following categories: 79 Table of Contents (a) By letter Contracts not entered into in the ordinary course of even date herewithTarget’s business; (b) royalty, Seller provided to Buyer a complete joint venture, partnership and accurate list similar agreements; (the “c) Contracts List”) setting forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport containing covenants purporting to limit the Company freedom of Target or any Subsidiary of its Subsidiaries to compete in any line of business or with any Person or in any geographic area and area, to hire any individual or group of individuals or to acquire any business, entity or the assets thereof; (ivd) all contracts and agreements relating to Indebtedness Contracts which after the Effective Time of the Company Transactions would have the effect of limiting the freedom of Acquireco or its Subsidiaries (other than Target and its Subsidiaries) to compete in any line of business in any geographic area, to hire any individual or group of individuals or to acquire any business, entity or the assets thereof; (e) Contracts which contain minimum purchase conditions or requirements or other terms that restrict or limit the purchasing relationships of Target or any Subsidiary, in each case of its Subsidiaries other than Leases and Necessary Leases in the ordinary course of business; (f) Contracts involving annual revenues or expenditures to the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth business of Target or any of its Subsidiaries in excess of $100,000; (g) Contracts containing any rights on the Contracts Listpart of any party, neither Sellerincluding joint venture partners or other entities, the Companyto acquire royalty, nor mining or other property rights from Target or any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, Subsidiaries; and (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company Contracts that require Target or any Subsidiary which would cost less than $250,000 in the aggregate for the Company of its Subsidiaries to provide indemnification to any other person. All Contracts are valid and binding obligations of Target or any Subsidiary to cureof its Subsidiaries and, and (ii) to the knowledge of SellerTarget, no the valid and binding obligation of each other party thereto and are enforceable by Target or its applicable Subsidiary in accordance with their respective terms, and the Target or its applicable Subsidiary is entitled to all rights and benefits thereunder, except for such Contracts which if not so valid and binding would not, individually or in the aggregate, have a Materially Adverse effect on Target and its Subsidiaries, taken as a whole. Neither Target nor, to the knowledge of Target, any Contract other party thereto is in breach thereof violation of or in default thereunderin respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default under or entitle any party to terminate, accelerate, modify or call a default under, or trigger any pre-emptive rights or rights of first refusal under, any such Contract except such violations or defaults under such Contracts, which, individually or in the aggregate, would not have a Materially Adverse effect on Target and its Subsidiaries, taken as a whole. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewith, Seller provided to Buyer a complete and accurate list (the “Contracts List”Section 2.20(a) setting forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company Letter contains a list of all active leases and subleases of Real Estate by the Company (collectively, the “Real Estate Leases”). Section 2.20(a) of the Company Letter also contains a list of all leases or any Subsidiarysubleases of personal property which are material to the operation of the Business as currently conducted by the Company (collectively, in each case other than the “Personal Property Leases”; the Real Estate Leases and Necessary the Personal Property Leases (the foregoing contracts are hereinafter collectively referred to herein collectively as the “ContractsLeases”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Section 2.20(b) of the Company Letter contains a list of all active contracts to which the Company and any Governmental Entity is a party, and any active contracts pursuant to which the Company acts as a vendor or a subcontractor for a party having a contract with a Governmental Entity (collectively, the “Government Contracts”). Section 2.20(b) of the Company Letter sets forth which of the Government Contracts are Section 8(a) Contracts. (c) Section 2.20(c) of the Company Letter contains a list of all active teaming agreements and vendor and supply agreements which are material to the operation of the Business as currently conducted by the Company (collectively, the “Additional Contracts”) (the Leases, Governmental Contracts and the Additional Contracts are collectively referred to herein as the “Material Contracts”). (d) Except as set forth in Section 2.20(d) of the Company Letter, neither the Company nor, to the Knowledge of the Company, any other party to any Material Contract is currently in material violation, breach or default under any such contract or, with or without notice or lapse of time or both, would be in violation or breach of or default under any such contract. (e) Except as set forth in Section 2.20(e) of the Company Letter, to the Knowledge of the Company, with respect to the Government Contracts: (i) no Government Contract was entered into with the anticipation that such contract would result in a loss upon completion or performance thereof, nor has anything come to the attention of the Company which would reasonably lead them to believe that there are any such Government Contracts currently expected to result in any loss; (ii) the Company has made, in a timely and proper fashion, any and all material claims to which it may be entitled and all appeals necessary to preserve its rights in connection with all Government Contracts; (iii) there are no open inquiries, investigations, disputes or controversies with respect to any Government Contracts; and (iv) the Company has not engaged in any collusive bidding, defective pricing, conflicts of interest, or undisclosed product substitution or improper time or expense charging or payment of gratuities with respect to any Government Contract, and all statements, claims and certifications made in connection with any Government Contract were true, accurate and complete in all material respects when made. (f) Except as to any of the Material Contracts, the Company is not a party to or bound by: (i) any contract for the purchase, sale or lease of real property; (ii) any agreement which provides for, or relates to, the incurrence by the Company of debt for borrowed money (including, without limitation, any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate and/or foreign exchange risk associated with its financing); (iii) any non-competition agreement, exclusive territory, exclusive product, no-hire or non-solicitation agreement or similar agreement that limits or restricts the Company from carrying on any business; (iv) any contract or agreement which provides for a most favored pricing provision or any similar provision for any customer of the Company; and (v) any non-disclosure or similar agreement restricting the Company’s ability to disclose any information or data. (g) Except as set forth in Section 2.20(g) of the Company Letter, there are no contracts or agreements of the Company having terms or conditions which would have a Material Adverse Effect on the Contracts ListCompany or that materially impair the ability of the Company to conduct the Business as currently conducted or would reasonably be expected to materially impair the Surviving Corporation’s ability to conduct the Business after the Effective Time (h) Except as set forth in Section 2.20(h) of the Company Letter, assuming each Material Contract constitutes a valid, binding and enforceable obligation of the due authorizationCompany and, execution and delivery by to the Knowledge of the Company, the other parties thereto, each Contract is legal, valid, binding, and enforceable against the parties in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or other parties theretosimilar laws related to creditor’s rights and remedies generally, and is in full force and effect, effect and will not cease to be continue in full force and effect as a result after the Effective Time, in each case, without breaching the terms thereof or resulting in the forfeiture, termination or impairment of any rights thereunder and without the consummation consent, approval or act of, or the making of the transactions contemplated by this Agreementany filing with, nor will the consummation of the transactions contemplated by this Agreement constitute a any other party. The Company is not in, or is not alleged to be in, breach or default under such Contract. (c) Except as set forth on thereunder, nor is there or is there alleged to be any basis for termination thereof, and, to the Contracts List, (i) no officer Knowledge of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of SellerCompany, no other party to any such Material Contract has breached or defaulted thereunder or has acted or failed to act in any manner that is reasonably likely to result in criminal charges or claims for material damages being brought against the Company, and no event or set of circumstances has occurred and no condition or state of facts or set of circumstances exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) by the Company or by any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case such other than Leases and Necessary Leasesparty. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (ai) By letter Section 3.01(h) of even date herewiththe Company Letter sets forth (with specific reference to the subsection of this Section 3.01(h) to which such Contract relates, Seller provided to Buyer including any further subsection) a complete and accurate list (the “Contracts List”) setting forth, as of the date hereof, of this Agreement of: (iA) all contracts each Contract pursuant to which (A) the Company or any Subsidiary of its Subsidiaries has agreed not to compete with any person in any area or to engage in any activity or business, or pursuant to which any material benefit or right is required to be given or lost, or any material penalty or detriment is incurred, as a party and result of so competing or engaging; (B) each Contract to or by which the Company or any Subsidiary has non-contingent obligations of its Subsidiaries is a party or bound (1) providing for exclusivity, (2) pursuant to which the Company or any of its Subsidiaries is restricted in any material respect, or (3) which after the Effective Time would restrict Parent or any of its Subsidiaries in any material respect, in each case which exclusivity or restrictions apply to the contract counterparty development, manufacture, marketing, franchising or distribution of their respective products or services or otherwise with respect to the operation of their respective businesses; (C) each Contract to or by which the Company or any of its Subsidiaries is a party or bound or with respect to which the Company or any of its Subsidiaries has any material obligation with (1) any affiliate of the Company or any of its Subsidiaries, (2) any Company Personnel, (3) any union or other labor organization or (4) any affiliate of any such person (other than, in each case, (I) offer letters or employment agreements that are terminable at will by the Company or any of its Subsidiaries both without any penalty and without any obligation of the Company or any of its Subsidiaries to pay severance or other compensation or benefits (other than accrued base salary, accrued commissions, accrued bonuses, accrued vacation pay, accrued floating holidays and legally mandated benefits), (II) Benefit Plans and Benefit Agreements other than offer letters or employment agreements and (III) Contracts between the Company or one of its Subsidiaries and any of the Company’s Subsidiaries); (D) each Contract under which the Company or any of its Subsidiaries has incurred any indebtedness having an aggregate principal amount in excess of $100,000 per calendar year, 250,000; (iiE) all contracts pursuant each Contract to or by which (A) the Company or any Subsidiary of its Subsidiaries is a party or bound creating or granting a Lien (including Liens upon properties or assets acquired under conditional sales, capital leases or other title retention or security devices), other than (1) Liens for taxes assessments and other governmental charges not yet due and payable, that are payable without penalty or that are being contested in good faith and for which adequate reserves have been established, (2) Liens for landlords’, carriers’, warehousemen’s, mechanics’, repairmen’s, workers’ or similar Liens incurred in the ordinary course of business, in each case for sums not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (3) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations and (B4) Liens incurred in the contract counterparty ordinary course of business that are not reasonably likely to adversely interfere in a material way with the use of the properties or assets encumbered thereby (collectively, “Permitted Liens”); (F) each Contract to or by which the Company or any of its Subsidiaries is a party or bound (other than Benefit Plans and Benefit Agreements) containing any provisions contemplating or relating in any way to a “change in control” or similar event with respect to the Company or one or more of its Subsidiaries, including provisions requiring consent or approval of, or notice to, any Governmental Entity or other person in the event of a change in control of the Company or one or more of its Subsidiaries, or otherwise having the effect of providing that the consummation of the Merger or any of the other transactions contemplated by this Agreement or the execution, delivery or effectiveness of this Agreement will materially conflict with, result in a material violation or material breach of, or constitute a default (with or without notice or lapse of time or both) under, such Contract, or give rise under such Contract to any right of, or result in, a termination, right of first refusal, material amendment, revocation, cancelation or material acceleration of any obligation, or a loss of a material benefit or the creation of any material Lien upon any of the properties or assets of the Company, Parent or any of their respective Subsidiaries, or to any increased, guaranteed, accelerated or additional material rights or material entitlements of any person; (G) each Contract pursuant to which the Company or any of its Subsidiaries (1) consented to or agreed not to assert rights with respect to the use or registration by a third party of the trademark “Teavana” or any similar trademark or (2) has non-contingent obligations received a third party’s consent to the use or registration by the Company or any of its Subsidiaries of the trademark “Teavana” or any similar trademark; (H) each Contract to or by which the Company or any of its Subsidiaries is a party or bound granting the other party to such Contract or a third party “most favored nation” pricing or terms that (1) applies to the Company or any Subsidiary for monthly recurring charges of at least $8,333its Subsidiaries or (2) following the Effective Time, would apply to Parent or any of its Subsidiaries other than the Surviving Corporation or its Subsidiaries; (iiiI) all contracts each Contract containing any “non-solicitation”, “no-hire” or similar provision that limit or purport to limit restricts the Company or any Subsidiary of its Subsidiaries in any line material respect; (J) each Contract to or by which the Company or any of business its Subsidiaries is a party or bound forming or establishing, or relating to the formation or establishment of, any joint venture (whether in partnership, limited liability company or other organizational form) or alliance or similar arrangement; (K) each Contract to or by which the Company or any of its Subsidiaries is a party or bound with any Person Governmental Entity; (L) each Contract to or by which the Company or any of its Subsidiaries is a party or bound entered into in the last five years in connection with the settlement or other resolution of any suit, claim, action, investigation or proceeding; (M) each Contract to or by which the Company or any of its Subsidiaries is a party or bound containing any standstill provisions which in any geographic area and (iv) all contracts and agreements relating to Indebtedness way limit the ability of the Company or any Subsidiaryof its Subsidiaries to acquire the securities or assets of any person; (N) each Contract between the Company or any of its Subsidiaries and any Major Vendor, including any material terms and conditions that are in effect as of the date of this Agreement and referenced in purchase orders with any such Major Vendor (other than ordinary course terms and conditions regarding purchase price, amounts and delivery) and any written or oral commitments to purchase additional products, supplies, services or ingredients from any such Major Vendor in excess of $100,000; (O) each Contract to or by which the Company or any of its Subsidiaries is a party or bound that contains any indemnification rights or obligations, or credit support relating to such indemnification rights or obligations, other than any of such indemnification rights or obligations incurred in the ordinary course of business; (P) each Contract not otherwise disclosed under this Section 3.01(h)(i) which has aggregate future sums due to or from the Company or any of its Subsidiaries, taken as a whole, (1) during the period commencing on the date of this Agreement and ending on the 12-month anniversary of this Agreement, in excess of $500,000 or (2) of more than $1,500,000 during the life of the Contract; and (Q) except for the Contracts disclosed above, each case other than Leases and Necessary Leases (material Contract to or by which the foregoing contracts are Company or any of its Subsidiaries is a party or bound not made in the ordinary course of business. The Contracts of the Company or any of its Subsidiaries of the type referred to herein in clauses (A) through (Q) of this subsection (i) (whether in effect on the date of this Agreement or entered into following the date of this Agreement and prior to the Closing Date), together with the Franchise Agreements, are collectively referred to in this Agreement as the “Specified Contracts”). Except as set forth on The Company has made available to Parent a complete and correct copy of each of the Contracts ListSpecified Contracts, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties including all amendments thereto, each . Each Specified Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effecteffect (except for those Contracts that have expired in accordance with their terms) and is a legal, valid and will not cease to be in full force and effect as a result binding agreement of the consummation Company or such Subsidiary, as the case may be, and, to the knowledge of the transactions contemplated by this AgreementCompany, nor will of each other party thereto, enforceable against the consummation Company or such Subsidiary, as the case may be, and, to the knowledge of the transactions contemplated by this Agreement constitute Company, against the other party or parties thereto, in each case, in accordance with its terms. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (x) each of the Company and its Subsidiaries is not (with or without notice or lapse of time or both) in breach or default under such Contract. any Specified Contract and has not waived or failed to enforce any rights or benefits thereunder (c) Except as set forth on other than in the Contracts Listordinary course of business), (iy) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract of the Specified Contracts is (with or without notice or lapse of time or both) in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party thereunder and (Bz) the Company there has occurred no event that (with or without notice or lapse of time or both) would give to others any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar yearright of termination, and (ii) all contracts pursuant to which (A) the Company material amendment or cancellation of any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesSpecified Contract. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Except as filed as exhibits to the Company SEC --------- Filings filed prior to the date of even date herewiththis Agreement, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, or as disclosed in Section 3.12 of the date hereofCompany Disclosure Letter, neither the Company nor any Company Subsidiary is a party to or bound by any Contract that (i) all contracts is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) relates to the co-promotion or distribution of Enbrel, the manufacturing and supply by third parties of Enbrel, the out-license of Company Intellectual Property relating to Enbrel to third parties pursuant to which the Company currently receives royalties, or the in-license of intellectual property relating to Enbrel from third parties pursuant to which the Company currently pays royalties or (Aiii) limits or otherwise restricts the Company or any Company Subsidiary is a party and (B) or that would, after the Company Effective Time, limit or restrict Parent or any Subsidiary has non-contingent obligations to of its Subsidiaries (including the contract counterparty in excess of $100,000 per calendar year, (iiSurviving Corporation and its Subsidiaries) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company successor thereto, from engaging or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary competing in any line of business or with any Person or in any geographic area area, which Contracts would be material to Parent and its Subsidiaries (iv) all contracts and agreements relating determined after giving effect to Indebtedness the Merger). Each Contract of the type described in this Section 3.12, whether or not set forth in Section 3.12 of the Company or any SubsidiaryDisclosure Letter, in each case other than Leases and Necessary Leases (the foregoing contracts are is referred to herein collectively as the “Contracts”). Except as set forth a "Company Material Contract." Each Company Material Contract is valid and binding ------------------------- on the Contracts ListCompany or a Company Subsidiary party thereto and, neither Seller, to the Company's Knowledge, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the each other parties party thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease the Company and each of the Company Subsidiaries have performed in all material respects all obligations required to be performed by them to the date hereof under each Company Material Contract and, to the Company's Knowledge, each other party to each Company Material Contract has performed in full force and effect all material respects all obligations required to be performed by it under such Company Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a result of Company Material Adverse Effect. Neither the consummation of the transactions contemplated by this AgreementCompany nor any Company Subsidiary knows of, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or has received notice of, any violation or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary condition which with the passage of time or the giving of notice would cost less than $250,000 in the aggregate for the cause such a violation of or default under) any Company Material Contract or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary it is a party and (B) the Company or by which it or any Subsidiary has non-contingent obligations of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the have a Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesMaterial Adverse Effect. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewithFrom the last day to which the Company's most recently filed Form 10-K or Form 10-Q relates, Seller provided whichever is later, to Buyer a complete and accurate list (the “Contracts List”) setting forth, as of the date hereof, neither the Company nor any of its Subsidiaries has entered into any contract, agreement or other document or instrument (i) (other than this Agreement) that is required to be filed with the SEC that has not been so filed or any material amendment or modification to, or waiver under, any such contract, (ii) that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act, or (iii) related to voting or governing how any shares of Company Common Stock shall be voted (the documents referred to in clauses (i) through (iii), together with all contracts pursuant contracts, agreements or other documents or instruments listed in Item 14 of the Company's Annual Report on Form 10-K most recently filed with the SEC which are in effect on the date hereof or listed on Section 3.1(s) of the Company Disclosure Schedule, are collectively referred to which (A) as the "MATERIAL CONTRACTS"). The Company and its Subsidiaries have not received any notice of any default under any Material Contract either by the Company or any Subsidiary of its Subsidiaries which is a party thereto or by any other party thereto which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, and (B) to the knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute such a default by the Company or such Subsidiary or any other party thereto. Neither the Company nor any of its Subsidiaries is subject to or bound by any exclusive dealing arrangement, or other contract or arrangement, containing covenants which materially limit the ability of the Company or any Subsidiary has non-contingent obligations of its Subsidiaries to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary compete in any line of business or with any Person person or which involve any material restriction of geographical area in which, or method by which, the Company or any geographic area of its Subsidiaries may carry on its business (other than as may required by Law or any applicable Governmental Entity). The aggregate amounts payable to the Executives pursuant to Sections 7(a)(i)(A), 7(a)(i)(C)(ii) and (iv) all contracts 9 of the Employment Agreements between the Company and agreements relating each of the Executives shall not exceed $23 million. The aggregate amounts payable to Indebtedness other employees of the Company or any Subsidiaryits Subsidiaries pursuant to Sections 4(a), in each case other than Leases 4(b)(i), 4(b)(iii) and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth on the Contracts List, assuming the due authorization, execution and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect as a result 6 of the consummation Continuity Agreements between the Company and any such employee and the aggregate amounts payable pursuant to the Change of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract. (c) Except as set forth on the Contracts List, (i) no officer Control Severance Plan for Certain Covered Executives of the Company has received any notice of any breach under any Contract, other than such breaches or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary not reasonably be expected to cure, and (ii) have a Material Adverse Effect with respect to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunderCompany. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter Except as filed as exhibits to the Filed Parent SEC Filings or as disclosed in Section 4.8 of even date herewiththe Parent Disclosure Schedule, Seller provided none of Parent or any of its Subsidiaries is a party to Buyer a complete and accurate list (the “Contracts List”) setting forthor bound by any Contract which, as of the date hereof, hereof (i) all contracts pursuant would prohibit or materially delay the consummation of the Merger or any of the other transactions contemplated by this Agreement; (ii) is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (iii) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits to any party of which will be calculated on the basis of any of the transactions contemplated by this Agreement; or (iv) relates to the registration of securities. Each Contract to which (A) the Company Parent or any Subsidiary of its Subsidiaries is a party and (B) the Company or by which Parent or any Subsidiary of its Subsidiaries is bound of the type described in this Section 4.8, whether or not set forth in Section 4.8 of the Parent Disclosure Schedule, is referred to herein as a "Parent Material Contract." As of the date hereof, Parent has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations made available to the Company or any Subsidiary for monthly recurring charges true and complete copies of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary in any line of business or with any Person or in any geographic area and (iv) all contracts and agreements relating to Indebtedness of the Company or any Subsidiary, in each case other than Leases and Necessary Leases (the foregoing contracts are referred to herein collectively as the “Parent Material Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice of a cancellation of or an intent to cancel any Contract. (b) Except as set forth Each Parent Material Contract is valid and binding on the Contracts ListParent and each of its Subsidiaries party thereto and, assuming the due authorizationto Parent's Knowledge, execution and delivery by the each other parties party thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease to be in full force and effect except, insofar as a result this representation is made as of the consummation of the transactions contemplated by this AgreementClosing Date, nor will the consummation of the transactions contemplated by this Agreement constitute as would not be reasonably likely to have a breach or default under such Contract. (c) Except as set forth Material Adverse Effect on the Contracts List, (i) no officer of the Company Parent. Parent has not received any written notice from any other party to any Parent Material Contract, and otherwise has no Knowledge, that such third party intends to terminate, not renew, or challenge the validity or enforceability of any breach under any Parent Material Contract, other than except for such breaches terminations, non-renewals or defaults by the Company or challenges as would not be reasonably likely to have a Material Adverse Effect on Parent. Neither Parent nor any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cureof its Subsidiaries, and (ii) and, to the knowledge Knowledge of SellerParent, no other party to any Contract thereto, is in breach thereof violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default thereunder. (dunder) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant any Parent Material Contract to which (A) the Company or any Subsidiary it is a party and (B) the Company or by which it or any Subsidiary has non-contingent obligations of its properties or assets is bound, except for violations or defaults that individually or in the aggregate are not reasonably likely to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is have a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary LeasesMaterial Adverse Effect on Parent. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).

Contracts. (a) By letter of even date herewithExcept as set forth on Schedule 4.10 and the Schedules to Section 4.16 hereof, Seller provided to Buyer a complete and accurate list (the “Contracts List”) setting forth, as none of the date hereof, Companies is a party to: (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty in excess of $100,000 per calendar year, collective bargaining agreement; (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or Contract with any Subsidiary for monthly recurring charges of at least $8,333, employee; (iii) all contracts that limit or purport any Contract containing any covenant limiting its freedom to limit the Company or any Subsidiary engage in any line of business or to compete with any Person or in any geographic area and Person; (iv) all contracts and agreements relating any Contract containing an obligation to Indebtedness guarantee or indemnify any other Person; (v) any joint venture, partnership or similar Contract involving a sharing of profits or expenses; (vi) any Contract under which any of the Company Companies is the licensee or licensor of patents, copyrights, trademarks, applications for any of the foregoing or any Subsidiaryother intellectual property rights of any nature; (vii) any Contract between any of the Companies and any of their Affiliates; (viii) any Contract under which any of the Companies has borrowed any money or issued any note, in each case bond or other than Leases and Necessary Leases evidence of indebtedness for borrowed money or guaranteed indebtedness for money borrowed by others; (ix) any hedge, swap, exchange, futures or similar Contracts; or (x) any Contract that has had or may have a Material Adverse Effect on any of the foregoing contracts Companies. The Contracts which are required to be set forth on Schedule 4.10 hereof are referred to herein collectively as the “"Companies' Material Contracts”). Except " and each, individually, as set forth on a "Company Material Contract." Schedule 4.10 contains a brief description (including the Contracts List, neither Seller, names of the Company, nor any Subsidiary has received written notice parties and the date and nature of a cancellation the agreement) of or an intent to cancel any each Company Material Contract. (b) Except as set forth on There is no existing material breach by any of the Contracts ListCompanies of any Company Material Contract and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a breach. There is not pending nor, assuming to the due authorizationknowledge of any of the Companies, execution and delivery by threatened, any claim that any of the Companies has breached any of the terms or conditions of any Company Material Contract and, to the knowledge of any of the Companies, no other parties thereto, to such Contracts have breached any of their terms or conditions. The Purchaser will be provided with a complete and accurate copy of each Contract is legal, valid, binding, and enforceable against the other parties thereto, is in full force and effect, and will not cease listed on Schedule 4.10 prior to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such ContractClosing. (c) Except to the extent accrued as set forth a liability on the Contracts ListDecember Balance Sheet, no amounts are payable, or will become payable, (i) no officer pursuant to the Construction Contract, dated November 8, 1999, by and between ▇▇▇▇▇▇▇▇▇ Shipyards Lockport, LLC, G&B and Gilco (together with any and all supplements or amendments thereto, the "Construction Contract") in connection with the delivery of the Company has received any notice of any breach under any Contract, other than such breaches remaining vessel being constructed thereunder or defaults by the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, otherwise and (ii) in connection with placing such vessel in service (except for the costs of groceries, fuel and stores, which shall not exceed $25,000 in the aggregate). The delivery date for the remaining vessel to be constructed pursuant to the knowledge of Seller, no other party to any Construction Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forthApril 9, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the Company or any Subsidiary has non-contingent obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, and (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. (f) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease2001. The Port Authority Lease is a Necessary Lease Seller has no reason to believe that is subject such vessel will be delivered to the representations G&B and warranties applicable to Necessary Leases in Section 4.20(c)Gilco later than such date.

Contracts. (a) By letter Except for this Agreement, the Company Plans and agreements filed as exhibits to the Company SEC Documents, Section 3.16 of even date herewith, Seller provided the Company Disclosure Letter lists each Contract of the following types to Buyer which the Company or any of its Subsidiaries is a complete and accurate list (the “Contracts List”) setting forth, party or by which any of their respective properties or assets is bound as of the date hereof, : (i) all contracts any Contract that would be required to be filed by the Company as a “material contract” pursuant to which Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K; (Aii) any Contract that materially limits the ability of the Company or any Subsidiary is a party and of its Subsidiaries (B) or, following the Company consummation of the Transactions, would limit the ability of Parent or any Subsidiary has non-contingent obligations of its Subsidiaries) to the contract counterparty in excess of $100,000 per calendar year, (ii) all contracts pursuant to which (A) the Company or any Subsidiary is a party and (B) the contract counterparty has non-contingent obligations to the Company or any Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts that limit or purport to limit the Company or any Subsidiary compete in any line of business or with any Person or in any geographic area (including any Contract containing any area of mutual interest, joint bidding area, joint acquisition area or non-compete or similar type of restriction), or that materially restricts the right of the Company and its Subsidiaries (ivor, following the consummation of the Transactions, would reasonably be expected to materially limit the ability of Parent or any of its Subsidiaries) all contracts to sell to or purchase from any Person any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets, or that grants the other party or any third Person “most favored nation” status with respect to any material obligation (other than pursuant to customary royalty pricing provisions in Oil and Gas Leases or customary preferential rights in joint operating agreements, unit operating agreements relating to Indebtedness or similar agreements affecting the Oil and Gas Properties of the Company or any Subsidiaryof its Subsidiaries); (iii) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar entity or any agreement or arrangement in connection therewith, in each case, that is material to the Company and its Subsidiaries, taken as a whole, other than customary joint operating agreements, unit operating agreements or similar agreements affecting the Oil and Gas Properties of the Company or any of its Subsidiaries; (iv) any Contract that constitutes a commitment of the Company or any of its Subsidiaries relating to Indebtedness and having an outstanding principal amount in excess of $50,000,000, other than (A) agreements solely between or among the Company and its Subsidiaries and (B) the Loan Documents (as defined in the Company Credit Agreement); (v) any Contract involving the pending acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests for aggregate consideration (in one or a series of transactions) under such Contract of $50,000,000 or more (other than acquisitions or dispositions of inventory or the purchase or sale of Hydrocarbons, in each case, in the ordinary course of business consistent with past practice); (vi) any Contract that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $50,000,000 over the remaining term of such Contract, other than (x) customary joint operating agreements, unit operating agreements or similar agreements, (y) continuous development obligations under Oil and Gas Leases and (z) master services agreements and similar agreements that do not have existing purchase orders or similar arrangements pursuant to which Company and its Subsidiaries will make payments in any calendar year in excess of $10,000,000 or aggregate payments in excess of $50,000,000; (vii) any Contract pursuant to which the Company or any of its Subsidiaries has continuing guarantee, “earn-out” or other contingent payment obligations, in each case other than Leases and Necessary Leases (the foregoing contracts are referred that would reasonably be expected to herein collectively as the “Contracts”). Except as set forth on the Contracts List, neither Seller, the Company, nor any Subsidiary has received written notice result in payments in excess of a cancellation of or an intent to cancel any Contract.$50,000,000; (bviii) Except as set forth on any Contract of which the Contracts Listprimary purpose is to indemnify another Person (it being understood, assuming for the due authorizationavoidance of doubt, execution that customary indemnities for representations and delivery by the other parties thereto, each Contract is legal, valid, binding, and enforceable against the other parties thereto, is warranties shall not be included in full force and effect, and will not cease to be in full force and effect as a result of the consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such Contract.clause (viii)); (cix) Except as set forth on any Contract that is a license agreement, joint development agreement, covenant not to sue agreement or co-existence agreement or similar agreement that is material to the Contracts List, (i) no officer business of the Company has received any notice of any breach under any Contractand its Subsidiaries, other than such breaches or defaults by taken as a whole, and to which the Company or any Subsidiary which would cost less than $250,000 in the aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge of Seller, no other party to any Contract is in breach thereof or default thereunder. (d) Schedule 4.15(d) sets forth a complete and accurate list of all Seller-Provided Indebtedness. (e) The Contracts List sets forth, as of the date hereof, (i) all contracts pursuant to which (A) the Company or any Subsidiary its Subsidiaries is a party and (A) licenses in or is assigned intellectual property owned by a third party, (B) licenses out or assigns intellectual property owned by the Company or its Subsidiaries, (C)agrees not to assert or enforce, intellectual property owned by the Company or such Subsidiary, or (D) is prohibited or materially restricted from using or agrees not to use intellectual property owned by a third party, in each case, other than license agreements for software that is generally commercially available and licensed on standard commercial terms; (x) any Contract that provides for any confidentiality, standstill or similar obligations, other than Contracts with confidentiality obligations entered into in the ordinary course of business; (xi) any Contract that obligates the Company or any Subsidiary has non-contingent of its Subsidiaries to make any future capital commitment, loan or expenditure in an amount in excess of $50,000,000, other than (x) customary joint operating agreements, unit operating agreements or similar agreements, (y) continuous development obligations to the contract counterparty greater than $25,000 but less than $100,000 per calendar year, under Oil and Gas Leases and (iiz) all contracts master services agreements and similar agreements that do not have existing purchase orders or similar arrangements pursuant to which Company and its Subsidiaries will make payments in any calendar year in excess of $10,000,000 or aggregate payments in excess of $50,000,000; (xii) any Contract between the Company or any of its Subsidiaries, on the one hand, and any Affiliate thereof other than any Subsidiary of the Company; (xiii) any Contract (other than any Oil and Gas Lease or Rights-of-Way) with any Governmental Entity; (xiv) 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; (xv) each joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar contract requiring the Company or any of its Subsidiaries to make expenditures that would reasonably be expected to exceed $50,000,000 in the aggregate during the one year period following the date of this Agreement, other than customary joint operating agreements, unit operating agreements or similar agreements and continuous development obligations under Oil and Gas Leases; (xvi) each master agreement or similar Contract for any Derivative Transactions; (xvii) any Contract that contains a “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation (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; (xviii) each Contract that is a transportation, gathering, processing, purchase, sale, storage or other arrangement downstream of the wellhead to which the Company or any of its Subsidiaries is a party involving (A) the Company transportation, gathering, processing, purchase, sale or any Subsidiary is a party and storage of more than 75 MMcf of gaseous Hydrocarbons per day, or 15,000 barrels of liquid Hydrocarbons per day, or (B) the contract counterparty that provides for (i) an acreage dedication in excess of 15,000 gross surface acres, (ii) a minimum volume commitment in excess of 50 MMcf of gaseous Hydrocarbons per day or 15,000 barrels of liquid Hydrocarbons per day or (iii) a capacity reservation fee (x) that has non-contingent obligations to a remaining term of greater than 60 days and does not allow the Company or any such Subsidiary for monthly recurring charges of more than $2,083 but less than $8,333, in each case other than Leases and Necessary Leases. to terminate it without penalty on 60 days’ (for less) Con Edison Communications, LLC (“CECLLC”) has timely notified the Port Authority of New York and New Jersey (the “Port Authority”) of CECLLC’s election to extend the term of the letting under the Agreement of Lease Tunnel Duct between the Port Authority and Telergy Network Services, Inc., dated October 24, 2000 (the “Port Authority Lease”), for the first five-year extension period referenced in Section 4(b)(i) of the Port Authority Lease. The Port Authority Lease is a Necessary Lease that is subject to the representations and warranties applicable to Necessary Leases in Section 4.20(c).notice and