Common use of Contracts Clause in Contracts

Contracts. SCHEDULE 4(p) attached hereto lists the following contracts and other agreements to which any of the Target and its Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(pss.3(p) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries either Seller is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 20,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiarieseither Seller, or involve consideration in excess of $10,00020,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 20,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with involving any of the Sellers Seller Stockholders and their Affiliates (other than the Target and its SubsidiariesSellers); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 70,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which a default exists and the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiarieseither Seller; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,00020,000. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(pss.3(p) attached hereto of the Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)ss.3(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect, in accordance with its terms and conditions; (B) the agreement will continue to be legal, valid, binding, enforceableSeller is not, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no to Sellers' Knowledge, any other party is not in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (DC) Seller has not, and to Sellers' Knowledge, no other party has repudiated any provision of the agreement.

Contracts. SCHEDULE Section 4(p) attached hereto of the Disclosure Schedule lists the following --------- contracts and other agreements to which any of the Target Company and its Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of Fifty Thousand Dollars ($10,000 50,000) per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one (1) year, result in a material loss to any of the Target Company and its Subsidiaries, or involve consideration in excess of Fifty Thousand Dollars ($10,00050,000); (iii) any agreement concerning which causes the Company or any of its Subsidiaries to be a member of a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of Fifty Thousand Dollars ($10,000 50,000) or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning binding the Company to confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target Company and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-full- time, part-time, consulting, or other basis providing annual compensation in excess of Fifty Thousand Dollars ($10,000 50,000) or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the businessBusiness, financial condition, operations, results of operations, or future prospects of any of the Target Company and its Subsidiaries; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of Fifty Thousand Dollars ($10,00050,000). The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE Section 4(p) attached hereto of the Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE Section 4(p)) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; (D) to the Sellers' knowledge no party is required to pay an amount in excess of the fair market value for goods, services or leased property or to sell goods or services at less than cost; and (DE) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(p(a) attached hereto lists Section 3.13 of the Company Disclosure Schedule, contains a complete and accurate list, and the Company Group has provided to Buyer, complete and accurate copies, of each of the following contracts Contracts (other than (x) this Agreement and other the Ancillary Agreements and (y) those under which no party thereto has any continuing obligations thereunder) (collectively, the agreements required to which any be listed on Section 3.13 of the Target and its Subsidiaries is a party:Company Disclosure Schedule, the “Material Contracts”): (i) any agreement Contract pursuant to which a member of the Company Group is required to make aggregate payments in excess of $100,000 in any fiscal year or in any one calendar year; (or group of related agreementsii) all Contracts for the lease lease, license, or occupancy of personal real property to or from any Person providing for lease payments in excess of $10,000 per annumPerson; (iiiii) Contracts pursuant to which the Company Group is a lessor or a lessee of any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or holds or operates any tangible personal property owned by another Person, except for any leases of personal property under which the furnishing aggregate annual rent or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of lease payments do not exceed $10,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (all employment, consulting or group of related agreements) under which it has createdother Contracts between the Company Group and its directors, incurred, assumed, or guaranteed any indebtedness for borrowed moneyofficers and managers, or any capitalized lease obligation, employment or consulting agreement with any other Employee or any consultant who is entitled to compensation thereunder after the date hereof in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible100,000 per year; (v) any agreement concerning confidentiality all Contracts that provide for retention, stay-on, change in control, severance or noncompetitiontransaction related bonuses or incentives; (vi) any agreement all collective bargaining agreements or other Material Contracts with any of labor organization, works council, Union or association to which the Sellers and their Affiliates (other than the Target and its Subsidiaries)Company Group is a party; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, Contract for capital expenditures or other material plan the acquisition or arrangement for the benefit construction of its current or former directors, officers, and employeesfixed assets in excess of $50,000; (viii) all Contracts relating to Debt (including advancing or loaning of any collective bargaining agreementamounts to any other Person, other than employee advances in the Ordinary Course of Business); (ix) any agreement for Contract granting any Person a material Lien on all or any part of the employment material tangible assets or properties of any individual on a full-timethe Company Group, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefitsthan Permitted Liens; (x) any agreement Contract under which a member of the Company Group has granted or received a license or sublicense or under which it is obligated to pay or has advanced the right to receive a royalty, license fee or loaned any similar payment in an amount in excess of $50,000, other than (A) Contracts with the customers of the Company Group entered into on form agreements used by the Company Group, copies of which have been provided to any of its directorsBuyer, officers, or (B) licenses for software available through regular commercial distribution channels on standard terms and employees outside conditions and reseller agreements entered into in the Ordinary Course of Business; (xi) any agreement under which Contract for the consequences development of any Intellectual Property by or on behalf of a default member of the Company Group; (xii) all Contracts that relate to the acquisition of, or termination could have joint venture with, any business, a material adverse effect amount of stock or assets of any other Person or any real property (whether by merger, purchase or sale of stock or membership interests, sale of assets or otherwise); (xiii) all Contracts between or among the Company Group and any officer, director, limited liability company manager, equityholder or Affiliate of the Company Group or any of Affiliate of any such Person (other than pursuant to any Employee Plans or other arrangements with respect to the compensation or employment of employees, officers or directors or Contracts related to the issuance to such Person of Equity Interests of the Company Group, in each case, as set forth on Section 3.15(a) of the business, financial condition, operations, results Company Disclosure Schedule); (xiv) all Contracts involving (A) the grant to any Person of operations, or future prospects of any preferential purchase rights to purchase any of the Target material assets of the Company Group, (B) any obligation or commitment relating to any acquisition or disposition of any equity interests or other securities of the Company Group, or (C) any obligation owing as deferred or additional purchase price for acquisitions of property or services, including all purchase price adjustments, seller notes and its Subsidiaries“earn-out” payments or similar obligations; (xv) all Contracts pursuant to which the Company Group has granted any exclusive marketing, sales representative relationship or other exclusive right to any third party; (xvi) any Contract with a Material Customer or Material Supplier; (xvii) all Contracts with dealers, distributors, or sales representatives pursuant to which the Company Group makes annual payments in excess of $50,000; (xviii) any powers of attorney granted by the Company Group; (xix) all Contracts with any Governmental Authority; (xx) all settlement, conciliation, or similar Contracts; (xxi) all Contracts with any staffing, leasing, or employment agency or recruiter regarding temporary, leased, or non-permanent labor or employees; or (xiixxii) all Contracts that contain or pursuant to which the Company Group is obligated to indemnify or make any indemnification payments to any Person (other than commercial Contracts entered into in the Ordinary Course of Business); (xxiii) all Contracts that (A) limit the freedom of the Company Group to compete in any line of business or with any Person or in any area (including any agreement that contains any non-competition or non-solicitation provision (other than customary non-solicitation of employee provisions entered into in the Ordinary Course of Business)) or that would so limit the freedom of Buyer or its Affiliates or the Company Group after the Closing, (B) contain material exclusivity obligations or restrictions binding on the Company Group or that would be binding on Buyer or any of its Affiliates after the Closing, or (C) granting any Person “most favored nation”, “most favored customers”, or similar price or term protections or other rights obligating a member of the Company Group to change the conditions of such Contract based on the terms or conditions provided to other Persons; or (xxiv) any other agreement Contract, in each case not included in the foregoing clauses (i) through (xxiii), to which the Company Group is a party or group to which any of related agreementstheir respective assets, property, or businesses are bound or subject which (A) is entered into outside of the performance Ordinary Course of which involves consideration in excess of $10,000. The Sellers have delivered Business or (B) is otherwise material to the Business (taken as a whole). (b) The Company Group has made available to Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto written, and a written summary setting forth the material terms and conditions of each oral agreement referred to in SCHEDULE 4(p)oral, Material Contract. With respect to each such agreement: (A) the agreement Each Material Contract is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement , is valid and enforceable in accordance with its terms and will continue to be legal, valid, binding, enforceable, and in full force and effect on identical effect, without penalty, in accordance with its terms immediately following the consummation of the transactions contemplated hereby; Transactions (C) no assuming each such Contract is a valid and binding obligation of each of the parties thereto other than the Company Group, as applicable), except to the extent enforceability may be limited by the Enforceability Exceptions. For each Material Contract, none of the Company Group or, to Knowledge of the Company Group, any other Person that is party to any such Contract, is in material breach or defaultdefault thereunder. The Company Group has not received any written or, and to the Knowledge of the Company Group, other notice of any default or event that with or without notice or the lapse of time, or both, would constitute a default by the Company Group under any Material Contract. To the Knowledge of the Company Group, no event has occurred which that, with or without notice or the lapse of time time, or both, would constitute a breach default by the Company Group under any Material Contract. The Company Group has not received any written or, to the Knowledge of the Company Group, other notice of termination, cancellation, non-renewal or defaultadverse modification (including any price modification) of any Material Contract. The Company Group has not assigned, delegated or otherwise transferred to any Person any of its rights, title, or permit termination, modificationinterest under any Material Contract. (c) In relation to each instrument to which any member of the Company Group is a party, or accelerationin the enforcement of which any member of the Company Group may be interested in, under and which either attracts stamp duty in any relevant jurisdiction or requires to be stamped with a particular stamp denoting that no duty is payable or that such instrument has been produced to a relevant Governmental Authority in the agreementrelevant jurisdiction, (a) such instrument has been produced to the relevant Governmental Authority, (b) such instrument has been properly stamped as per the relevant jurisdiction where the document was executed; and (Dc) no party has repudiated any provision the relevant member of the agreementCompany Group and each counterparty has duly paid all stamp duty and interest, fines and penalties thereon payable by it/ them in accordance with the provisions of any applicable Law.

Contracts. SCHEDULE 4(pWith respect to each of the contracts listed in Section 4(m) attached hereto of the Disclosure Schedule: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect as to the Company; (B) neither the Company nor, to the Knowledge of the Seller Entities, any other party is in material breach or default, and to the Knowledge of the Seller Entities, no event has occurred which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) to the Knowledge of the Seller Entities, no party has repudiated any material provision of the agreement. Section 4(m) of the Disclosure Schedule lists the following contracts and other agreements in effect on the date hereof to which any of the Target and its Subsidiaries Company is a party: : (i) any agreement (or group of related agreements) for the lease of real or personal property to or from any Person providing for lease payments in excess of $10,000 per annum; ; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, year or involve consideration in excess of $10,000; ; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it the Company has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; , other than the Bank Guarantee and the Security Agreement, which will be released at Closing; (iv) any written agreement concerning confidentiality or noncompetition; (v) any agreement concerning confidentiality with a Seller Entity or noncompetition; another Affiliate of the Company; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; ; (viiivii) any collective bargaining agreement; agreement (ixeach a “Collective Bargaining Agreement” and collectively the “Collective Bargaining Agreements”); (viii) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; ; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; ; (xix) any agreement under which the consequences of a default or termination could would reasonably be expected to have a material adverse effect on the business, financial condition, operations, results of operations, Material Adverse Effect; or future prospects of any of the Target and its Subsidiaries; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.15

Contracts. SCHEDULE 4(p) attached hereto Section 2.17 of the Company Disclosure Schedule lists the following contracts and other agreements (each, a “Material Contract”) to which the Company or any of the Target and its Subsidiaries is a party:party (if applicable): (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 1,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, 1 year or involve consideration in excess of $10,0001,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 1,000 or under which it has imposed a Security Interest Lien on any of its assets, tangible or intangible; (ve) any material agreement concerning confidentiality or noncompetitionnon-competition; (vif) any material agreement with any of the Sellers Company and their Affiliates (other than the Target Company and its Subsidiaries); (viig) any profit sharing, stock equity option, stock equity purchase, stock equity appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former members, directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 1,000 or providing material severance benefits; (xj) any agreement under which it has advanced or loaned any amount to any of its members, directors, officers, and employees outside the Ordinary Course of Business; (xik) any agreement under which the consequences of a default or termination could have a material adverse effect on Company Material Adverse Effect; (l) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (m) any settlement, conciliation or similar agreement with any Governmental Body or which will involve payment after the business, financial condition, operations, results execution date of operations, this Agreement of consideration in excess of $1,000; (n) any agreement under which the Company or future prospects of any of its Subsidiaries has advanced or loaned any other Person amounts in the Target and its Subsidiariesaggregate exceeding $1,000; or (xiio) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,0001,000. The Sellers Company have delivered to the Buyer Parent (as applicable) a correct and complete copy of each written agreement listed in SCHEDULE 4(pSection 2.17 of the Company Disclosure Schedule (as amended to date) attached hereto and a written summary setting forth the material terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Section 2.17 of the Company Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effecteffect in all material respects; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and no event has occurred which that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (DC) no party has repudiated any material provision of the agreement.

Contracts. SCHEDULE 4(p4.1(p) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries Company is a party: (i) any agreement (or group of related agreements) for the lease of personal property (including without limitation software) to or from any Person providing for lease payments in excess of $10,000 100,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any the Company or, except for Contracts made in the Ordinary Course of the Target and its SubsidiariesBusiness, or involve consideration in excess of $10,000100,000; (iii) any agreement concerning a partnership or joint ventureventure or arrangement to share profits; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 100,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetitionnon-competition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries)Company) or any members of their immediate families; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside or any members of their immediate families, excluding claims for reimbursement of expenses incurred in the Ordinary Course of Business; (xix) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its SubsidiariesMaterial Adverse Effect; or (xiixi) any other agreement (or group of related agreements) which was not entered into in the performance Ordinary Course of which involves consideration in excess of $10,000the Business. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p§4.1(p) attached hereto of the Disclosure Schedule (as amended to date), and to the Knowledge of the Sellers, a written summary setting forth of the terms and conditions of each all oral agreement agreements referred to in SCHEDULE 4(p)§4.1(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect, subject to the Exception; (B) subject to obtaining the consents indicated in §4.1(c) of the Disclosure Schedule, the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms immediately following the consummation of the transactions contemplated herebyhereby except for the Exception; (C) the Company is not in breach or default and, to the Knowledge of the Sellers, no other party is in breach or defaultdefault of the agreement; (D) to the Knowledge of the Sellers, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (DE) to the Knowledge of the Sellers, no party has repudiated any provision of the agreement. Without limiting the generality of the foregoing, the Company is in compliance with all covenants under all agreements with its bank and other lenders.

Contracts. SCHEDULE 4(pSection 3(p) attached hereto of the Disclosure Letter lists the following contracts and other agreements agreements, whether or not reduced to writing, to which any of the Target and its Subsidiaries Seller and/or Seller Subs is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commoditiesservices, supplies, products, products or other personal property, including without limitation, all customer contracts for the provision of domain name registration and maintenance, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in the cancellation or termination of which would give rise to a material loss to any of the Target and its SubsidiariesSeller Material Adverse Effect, or involve which involves consideration in excess of $10,000, including all agreements with merchants and banks; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning imposing duties of confidentiality or noncompetitionnoncompetition on Seller and/or Seller Subs; (vi) any agreement with any of involving the Sellers Seller Shareholder and their its Affiliates (other than the Target and its SubsidiariesSeller and/or Seller Subs); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefitsbenefits and any such agreement with any officer or director of Seller and/or Seller Subs; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, officers and employees outside the Ordinary Course of Businessemployees; (xix) any agreement under which the consequences of a default or termination could would have a material adverse effect on the businessSeller Material Adverse Effect; or (xi) any joint marketing agreements, financial condition, operations, results of operations, or future prospects of any of the Target merchant agreements and its Subsidiariesreseller agreements; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have Each of Seller and Seller Subs has delivered to the Buyer and Acquisition Sub a correct and complete copy of each written agreement listed in SCHEDULE 4(pSection 3(p) attached hereto and a written summary setting forth of the terms and conditions Disclosure Letter (as amended to date). Neither Seller nor Seller Subs is party to any oral contracts that would fall within any of each oral agreement referred to the criteria listed in SCHEDULE 4(psubsection 3(p)(i) through (xii). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, enforceable and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2 above); (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(p) attached hereto lists the following contracts and other agreements to which any of the Target and its Subsidiaries is a party: (i) The Disclosure Statement sets out a true and complete list of all Contracts by operating division (A) that require payments by the Aluma Group to any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments single vendor in excess of $10,000 per annum;250,000 in any fiscal year and are not terminable by the Aluma Group on less than sixty (60) days’ notice; (B) still in effect which at inception was expected to generate revenues in excess of $250,000 (local currency); (C) limit the freedom or ability of any member of the Aluma Group to compete in any line of business or in any geographic area; (D) with any Director, Officer and Shareholder of the Aluma Group; (E) under which the Aluma Group created, incurred, assumed or guaranteed any Funded Indebtedness in excess of $250,000; (F) any material agreement of guarantee or similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person other than a subsidiary or parent of Aluma or in connection with any of the Funded Indebtedness; (G) which the Aluma Group entered into outside of the Ordinary Course and is material to the Business; or (H) to the extent not required above, all leases related to the Leased Equipment that is part of the Aluma Group’s fleet of rental equipment (the "Disclosed Contracts"). There are no Contracts material to the conduct of the Business as currently conducted by the Aluma Group other than the Disclosed Contracts. (ii) Each member of the Aluma Group and, to the knowledge of the Aluma Group, the other parties to the Disclosed Contracts, is in good standing under, and is entitled to all benefits under the Disclosed Contracts to which it is a party, subject to any agreement (or group of related agreements) for reserves reflected on the purchase or sale of raw materialsBusiness Financial Statements, commodities, supplies, productsand no such Disclosed Contract is dependent on the guarantee of, or security provided by, any other personal propertyperson. To the Aluma Group’s knowledge, there is no state of facts that (with or without the lapse of time, the giving of notice or both) would constitute a breach or default or result in the acceleration of the performance, cancellation, termination, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss modification by any party to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000;such Disclosed Contract. (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any Each of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement Disclosed Contracts is legal, valid, bindingbinding and enforceable against the member of the Aluma Group which is a party thereto and, enforceableto the knowledge of the Aluma Group, the other parties thereto, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and is in full force and effect on identical terms following in all material respects in accordance with its terms. except to the consummation extent that the failure of any one or more of such Disclosed Contracts would not, taken as a whole, be material to the Aluma Group. Neither the member of the transactions contemplated hereby; (C) no Aluma Group which is a party thereto nor, to the knowledge of the Aluma Group, any other party thereto is in material breach or default, and no event default under any of the Disclosed Contracts. The Aluma Group has occurred which with not received any notice or lapse other communication (whether written or otherwise) of time would constitute a any actual or alleged breach or defaultdefault under any Disclosed Contract, except to the extent such breaches or permit terminationdefaults have been cured or would not, modificationtaken as a whole, or acceleration, under be material to the agreement; Aluma Group. (iv) The Assumed Contracts and (D) no party has repudiated any provision the Operating Letters of Credit are all of the agreementContracts necessary for the operation of the Business in all material respects and the ownership of the Assets after the Closing as operated and owned by the Aluma Group as of the date hereof. (v) There are no Contracts (including the Disclosed Contracts) for services or materials in respect of the Business that are not at arm’s length. The Disclosure Statement contains a true, correct and complete list of all outstanding loans and advances made by the Aluma Group in respect of the Business to any employee, director, consultant or independent contractor, other than routine travel, meal and related advances made to Employees in the Ordinary Course. (vi) There are no renegotiations of any material amounts paid or payable by the Aluma Group under any current or completed Contract that have not been reserved for by the Aluma Group in accordance with GAAP (excluding amounts payable to any of the Aluma Creditors).

Contracts. SCHEDULE 4(p) attached hereto lists 4.13.1 Section 4.13.1 of the Disclosure Schedule sets forth, by applicable subsection, a correct and complete list of the following contracts and other agreements Contracts to which any of the Target Company and its Subsidiaries the Subsidiary is a party:party or by which the Assets are bound or which relate to the Business (hereinafter referred to as the “Material Contracts”): (i) any agreement Contracts with customers (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annum“Customer Contracts”); (ii) any agreement Contracts with the largest non-employee suppliers/vendors that, in the aggregate, represent at least seventy percent (or group 70%) of related agreements) the total expenditures for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or Company and the Subsidiary together for the furnishing period commencing February 1, 2009 and ending January 31, 2010 (in each case measured in terms of total expenditures by the Company and the Subsidiary as a whole during the 12 month period ended January 31, 2010) set forth in descending order based on total expenditures represented by each such supplier/vendor (the “Largest Vendor Contracts”); (iii) all bonds, debentures, notes, mortgages or receipt indentures or any other agreement that relates to indebtedness owed by the Company or the Subsidiary; (iv) all guarantees of servicesany bonds, the performance debentures, notes, mortgages or indentures and any other guarantee of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration obligation in excess of $10,000; (iiiv) any agreement concerning a partnership Contract involving an annual commitment or joint ventureannual payment of more than $10,000; (ivvi) any Contract relating to personal property used by the Company or the Subsidiary in the operation of its business involving annual payments by the Company or the Subsidiary in excess of $10,000; (vii) any mortgage, pledge, indenture or security agreement or similar arrangement constituting a Lien upon the assets or properties of the Company or the Subsidiary; (viii) any Contract for the sale or group purchase of related agreements) under which it has createdpersonal or real property having a value individually, incurred, assumed, with respect to outstanding sales or guaranteed any indebtedness for borrowed money, or any capitalized lease obligationpurchases thereunder, in excess of $10,000 or under which it has imposed to purchase the Equity Interests or a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any material portion of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) assets of any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreementPerson; (ix) any agreement Contract for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation capital expenditures in excess of $10,000 under which the Company or providing severance benefitsthe Subsidiary will have any obligations after the date hereof; (x) any agreement under Contract with any Governmental Entity; (xi) any Contract pursuant to which it the Company or the Subsidiary is licensed or otherwise permitted to use or hold for use intellectual property, and excluding licenses for commercial “off-the-shelf” or “shrink-wrap” software that has advanced not been modified or loaned customized for the Company or the Subsidiary; (xii) any amount Contract that (a) restricts in any respect or contains limitations on the ability of the Company or the Subsidiary to compete in any line of business or to solicit customers, alternative suppliers, providers or any other business, anywhere in the world, or (b) contains any exclusivity provision binding on the Company or the Subsidiary; (xiii) any joint venture agreements or agreements granting the Company or the Subsidiary an Equity Interest in another Person, shareholder agreements, voting agreements (either with respect to any capital stock of its directorsthe Company or the Subsidiary or the appointment of directors of the Company or the Subsidiary), officersagreements providing for the indemnification of another Person by the Company or the Subsidiary (other than such Contracts with customers in which indemnification is provided in the Ordinary Course of Business) or guarantees of the indebtedness of another Person; (xiv) any Contract between the Company, the Subsidiary or their respective Affiliates, on the one hand, and employees outside any employee, officer, director, shareholder or member of the Company, the Subsidiary or their respective Affiliates or any entity in which any of such Persons owns any beneficial interest (other than any publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than five percent (5%) of the stock of which is beneficially owned by any of such persons), on the other hand, including any Contract for the engagement of any Person on a consulting basis; (xv) Contracts for, or setting forth any of the terms or conditions relating to, the employment or termination of employment of any officer, employee or consultant; (xvi) any Contract for the purchase or sale of any assets not entered into in the Ordinary Course of Business; (xixvii) any agreement Contract that is not disclosed under another subsection of Section 4.13.1 of the Disclosure Schedule and which provides for confidential treatment by the Company or the Subsidiary of third party information and which contains restrictions on the Company’s or the Subsidiary’s use of such information; (xviii) any Contract that addresses the provisions for business associate contracts required by 45 C.F.R. 164.504 or 164.314(a)(1), as amended or ARRA; (xix) any Contract affecting the consummation of the Reorganization; (xx) any Contract that is not disclosed under another subsection of Section 4.13.1 of the Disclosure Schedule and under which the consequences Company or the Subsidiary has agreed to indemnify any Person; (xxi) any Contract pursuant to which any Person (other than a Company Employee) has agreed or has the right to resell, distribute or market the services or products (including the Software Products) of a default the Business or termination could have a material adverse effect is otherwise entitled to remuneration on the business, financial condition, operations, results of operations, sale or future prospects provision of any of the Target and its SubsidiariesBusiness; orand (xiixxii) any other agreement (or group Contract not otherwise disclosed in Section 4.13.1 of related agreements) the performance of Disclosure Schedule which involves consideration in excess of $10,000. The Sellers have delivered is either material to the Buyer Business, taken as a whole, or was not entered into in the Ordinary Course of Business. 4.13.2 Except as set forth in Section 4.13.2, correct and complete copy copies, or written summaries in the case of Material Contracts that are verbal, including all amendments, waivers or modifications thereto, of each written agreement listed Material Contract have been made available to Buyer. 4.13.3 Except as set forth in SCHEDULE 4(p) attached hereto Section 4.13.3 of the Disclosure Schedule, each Material Contract is valid and a written summary setting forth enforceable against the Company or the Subsidiary, as the case may be, and, to the Knowledge of Seller, against each other Person party thereto in accordance with its terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) . The Company or the agreement will continue Subsidiary, as the case may be, has performed all of the obligations required to be legal, valid, binding, enforceableperformed by it to date under each Material Contract, and is not in full force and effect on identical terms following default under such Material Contract. To the consummation Knowledge of Seller, no other party to any of the transactions contemplated herebyMaterial Contracts is in default thereunder. Except as set forth in Section 4.13.3 of the Disclosure Schedule, no member of the Company Group has received from any counterparties in connection with any of the Material Contracts (i) any written notice that any such party intends to terminate any Material Contract; or (Cii) any claim for damages or indemnification with respect to the products or performance of services pursuant to any Material Contract. Neither the Company nor the Subsidiary has any present expectation or intention of not fully performing any obligation pursuant to any Material Contract to which it is a party in a manner that would result in a breach of such Material Contract. To Seller’s Knowledge, there is no current breach or anticipated breach by any other party to any Material Contract. 4.13.4 Except as set forth in Section 4.13.4 of the Disclosure Schedule, since January 31, 2009, no party is in breach to any of the Customer Contracts or default, and no event any of the Largest Vendor Contracts has occurred which with provided notice to any member of the Company Group that it will terminate or lapse of time would constitute a breach materially reduce or default, has threatened to terminate or permit termination, modification, materially reduce its purchases from or acceleration, under the agreement; and (D) no party has repudiated any provision of products or services to the agreementCompany or the Subsidiary.

Contracts. SCHEDULE 4(p(a) attached hereto lists Schedule 4.10(a) sets forth a complete and accurate list of all of the following contracts and other agreements Contracts to which the Acquired Company or any Acquired Subsidiary is a party (the “Company Contracts”) or by which any of the Target and its Subsidiaries them is a partyotherwise bound: (i) any agreement (indenture, mortgage, loan, credit or group similar Contract under which the Acquired Company or any Acquired Subsidiary has borrowed money, issued any note, bond, indenture or other evidence of related agreements) indebtedness for the lease of personal property to borrowed money or from any Person providing for lease payments in excess of $10,000 per annumsold and leased back assets; (ii) any agreement (Contract under which the Acquired Company or group an Acquired Subsidiary has granted a Lien on its assets or properties to secure Indebtedness of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000Person; (iii) any agreement concerning Contract that includes a partnership guarantee by the Acquired Company or joint ventureany Acquired Subsidiary of any obligation of another Person (other than of the Acquired Company or any Acquired Subsidiary); (iv) any agreement Contract establishing any joint venture, strategic alliance, partnership or other collaboration (or group of related agreements) including arrangements under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangibleproprietary information is shared); (v) any agreement concerning confidentiality Contract under which the Acquired Company or noncompetitionan Acquired Subsidiary is obligated to sell or lease real or personal property having a value in excess of $500,000; (vi) any Contract that the Acquired Company reasonably expects will require expenditures or generate revenues in the 12-month period ending after the Closing Date in excess of $500,000; provided, however, that the listing of an agreement with any on Schedule 4.10(a)(vi) is not a representation or warranty that the agreement will generate such revenues in such period in excess of the Sellers and their Affiliates (other than the Target and its Subsidiaries)$500,000; (vii) any profit sharingContract that expressly limits, stock optionimpedes, stock purchase, stock appreciation, deferred compensation, severance, interferes with or other material plan restricts the ability of the Acquired Company or arrangement for the benefit any Acquired Subsidiary (A) to compete in or enter into or do any line of its current business in any geographic area or former directors, officers, and employees(B) to solicit or hire any Person; (viii) any collective bargaining agreementContract (other than employment contracts and compensatory arrangements) with any Affiliate of the Seller (other than Contracts with another member of the Company Group) or any current or former officer, director or stockholder of the Seller or any of its Affiliates; (ix) any agreement Contract relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Acquired Company or any Acquired Subsidiary of any operating business or material assets or the capital stock of any other Person; (x) any Contract providing for severance, retention, change in control or other similar payments; (xi) any Contract for the employment of any individual on a full-time, part-time, consulting, time or other basis providing for target annual compensation in excess of $10,000 200,000 and labor or providing severance benefitscollective bargaining Contracts; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; or (xii) any other agreement customer or supplier Contract containing a “most favored nations” pricing arrangement, special warranties, agreements to take back or exchange goods or similar arrangements; (xiii) any Contract obligating the Acquired Company or group any Acquired Subsidiary to provide or obtain products or services for a period of related agreementsmore than 30 days or requiring the Acquired Company or any Acquired Subsidiary to purchase or sell a stated portion of requirements or outputs; (xiv) any Contract providing for an offset, countertrade or barter arrangement; provided, that the performance foregoing shall not deemed to include any offsets of which involves consideration payables and receivables; and (xv) any Contract providing for payments by or to the Acquired Company or any Acquired Subsidiary in excess of $10,000. The Sellers have delivered to 500,000 after the Buyer a correct date of this Agreement that cannot be terminated by the Acquired Company or any Acquired Subsidiary upon 30 days or less notice without payment or penalty. (b) Except as set forth in Schedule 4.10(b), (i) all Company Contracts and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto Bridger Group Contracts are valid and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect and enforceable against the parties thereto in accordance with their respective terms and (ii) each Company Contract and each Bridger Group Contract will continue to be valid and binding, in full force and effect and enforceable on identical terms following the consummation of the transactions contemplated hereby; by this Agreement, except in each case as such enforceability may be limited by bankruptcy, insolvency, moratorium or other laws affecting or relating to the enforcement of creditors’ rights generally and the application of general principles of equity (C) regardless of whether that enforceability is considered in a proceeding at law or in equity). Each of Seller, its Affiliates, the Acquired Company, each Acquired Subsidiary and Bridger Marketing, as the case may be, has performed all material obligations required to have been performed and is not in material breach or material default under the respective Company Contracts and Bridger Group Contracts, and to Seller’s Knowledge, no party other Person is in material breach or defaultmaterial default under any Company Contract. Seller has delivered to Purchaser true, complete and correct copies of all of the Company Contracts and Bridger Group Contracts, together with all amendments, modifications or supplements thereto. No party to any Company Contract or Bridger Group Contract has exercised any termination rights with respect thereto, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no such party has repudiated given notice of any provision dispute with respect to any Company Contract or Bridger Group Contract. (c) Schedule 4.10(c) sets forth all surety bonds, letters of credit, guaranties or similar arrangements relating to the agreementAcquired Company, the Acquired Subsidiaries or the Business (whether provided by Seller or any of its Affiliates).

Contracts. SCHEDULE 4(p(a) attached hereto lists Section 4.13(a) of the following contracts Company Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of each Contract (other agreements than any Company Real Property Lease or Benefit Plan) that is in effect and to which the Company or any Company Subsidiary is a party or which binds their respective properties or assets, and that falls within any of the Target and its Subsidiaries is a partyfollowing categories: (i) any agreement (joint venture, partnership, or group of related agreements) for strategic alliance Contract with a Third Party member, in which the lease of personal property to Company or from any Person providing for lease payments in excess of $10,000 per annumCompany Subsidiary owns an Equity Interest; (ii) (A) any agreement Contract for land acquisition (including options to purchase land) that requires future aggregate expenditures by the Company or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration Company Subsidiaries in an amount in excess of one million five hundred thousand dollars ($10,0001,500,000) per annum individually, (B) any Contract with respect to land development or vertical construction that requires future aggregate expenditures by the Company or any of the Company Subsidiaries in an amount in excess of four million dollars ($4,000,000) or (C) any other Contract that requires future aggregate expenditures by the Company or any of the Company Subsidiaries in an amount in excess of five hundred thousand dollars ($500,000) per annum individually, other than any purchase order or Contract for supply, inventory, trade contractors, consultants or trading stock acquired in the ordinary course of business; (iii) any agreement concerning a partnership settlement, conciliation or joint venturesimilar Contract (A) (1) with any Governmental Entity that has continuing obligations as of the date of this Agreement or (2) that was entered into in the twelve (12) months prior to the date of this Agreement, (B) that requires the Company or any of the Company Subsidiaries to pay any monetary consideration of more than five hundred thousand dollars ($500,000) after the date of this Agreement or (C) that would otherwise limit in any material respect the operation of the Company or any Company Subsidiary as currently operated; (iv) any agreement (Contract that contains any covenant limiting in any material respect the ability of the Company or group the Company Subsidiaries to engage in any line of related agreements) under which it has created, incurred, assumed, business or guaranteed compete with any indebtedness for borrowed money, or any capitalized lease obligationPerson, in excess of $10,000 or under which it has imposed a Security Interest on each case, in any of its assets, tangible or intangiblegeographic area; (v) other than Contracts listed in Section 4.13(a)(ii), any agreement concerning confidentiality Contract (A) that relates to any completed acquisition, divestiture, merger or noncompetitionsimilar transaction and contains representations, covenants, indemnities or other obligations that remain in effect (excluding any transactions solely among the Company and any wholly owned Company Subsidiary) and that are material to the business of the Company and the Company Subsidiaries, taken as a whole, or pursuant to which the Company or any Company Subsidiary has continuing “earn-out” or other similar contingent payment obligations following the date hereof in excess of two hundred thousand dollars ($200,000), (B) for any pending acquisition, directly or indirectly (by merger or otherwise) of a portion of the assets (other than goods, products or services in the ordinary course of business) or Equity Interests of any Person (1) for aggregate consideration in excess of two hundred thousand dollars ($200,000) or (2) pursuant to which the Company or any Company Subsidiary has continuing “earn-out” or other similar contingent payment obligations following the date hereof in excess of two hundred thousand dollars ($200,000) or (C) that gives any Person the right to acquire any assets of the Company or the Company Subsidiaries (excluding ordinary course commitments to purchase homes, lots, goods, products or services) after the date hereof with a total consideration of more than one hundred thousand dollars ($100,000); (vi) any agreement with Contract that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other Contract providing for or securing indebtedness for borrowed money or deferred payment (in each case, whether incurred, assumed, guaranteed or secured by any asset) in an outstanding principal amount in excess of the Sellers and their Affiliates one million dollars ($1,000,000), other than (A) surety bonds issued in the Target ordinary course of business or (B) any such Contract between the Company or any Company Subsidiary, on the one hand, and its Subsidiaries)any other Company Subsidiary, on the other hand; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement executory Contract for the benefit sale of its current any land parcels (whether or former directors, officers, and employeesnot developed) of the Company or a Company Subsidiary with a purchase price in excess of one million dollars ($1,000,000) (other than individual home sales in the ordinary course of business); (viii) any collective bargaining agreementexecutory Contract providing for any fee building arrangements to which the Company or a Company Subsidiary is a party; (ix) any agreement for (A) any Contracts with respect to preferred lender arrangements to which the employment of Company or a Company Subsidiary is a party or (B) any individual on Contracts with mortgage providers to which the Company or a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefitsCompany Subsidiary is a party; (x) any agreement under Contract (A) pursuant to which it has advanced the Company or loaned any amount Company Subsidiary receives a license to use any material Intellectual Property (other than licenses for “off-the-shelf” or other Software widely available on generally standard terms and conditions or Contracts containing a non-exclusive license that is merely incidental to the transaction(s) contemplated in such Contract, the commercial purpose of which is primarily for something other than such license) or (B) pursuant to which the Company or any Company Subsidiary grants to a third party a license to use any material Company Intellectual Property (other than non-exclusive licenses granted by the Company or any Company Subsidiary to its directorscustomers in the ordinary course of business or Contracts containing a non-exclusive license that is merely incidental to the transaction(s) contemplated in such Contract, officers, and employees outside the Ordinary Course commercial purpose of Business;which is primarily for something other than such license); and (xi) any agreement under which the consequences of a default Contract containing any covenant or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: provision (A) limiting the agreement right of the Company and/or its Affiliates to engage in any material line of business or to compete with any Person in any line of business that is material to the Company and the Company Subsidiaries, taken as a whole, or (B) containing and limiting the right of the Company and/or its Affiliates pursuant to any “most favored nation” or “exclusivity” provisions that is material to the Company and the Company Subsidiaries, taken as a whole, in each case of the above other than any such Contracts that may be cancelled without material liability to the Company or its Affiliates upon notice of 60 days or less. Each Contract of the type described in this Section 4.13(a) is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract in effect as of the date hereof have been made available to Parent (including pursuant to agreed-upon procedures to protect competitively sensitive information) or publicly filed with the SEC. (b) Except as would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Material Contract is a legal, valid, binding, enforceable, binding and in full force enforceable obligation of the Company or the Company Subsidiary party thereto and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and is in full force and effect on identical terms following (except as may be limited by the consummation Enforceability Exceptions) and (ii) none of the transactions contemplated hereby; (C) no party Company, any Company Subsidiary or, to the Knowledge of the Company, any counterparty is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, default under the agreement; and (D) no party has repudiated any provision of the agreementCompany Material Contract.

Contracts. SCHEDULE 4(p(a) attached hereto lists Except for (i) the following contracts Contracts listed in Section 3.14(a) of the Relevant Disclosure Schedule (each a “Material Contract”) and (ii) the Transaction Term Sheet, the Transaction Documents and any other agreements to which documents for consummating the Contemplated Transactions, no member of the Warranting Party Group is a party to, bound by or subject to, any of the Target following Contracts necessary to or principally used in the conduct or operation of the Business as presently conducted and its Subsidiaries is a partyoperated by the Warranting Party: (i) any agreement (Contract involving consideration or group of related agreements) for the lease of personal property to or from any Person providing for lease payments annual expenditure in excess of $10,000 per annumUS$100,000 in the aggregate (excluding any Warranting Party Plans); (ii) any agreement Business IP Agreement (or group other than licenses of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000Off-the-Shelf Software); (iii) any agreement concerning a partnership or joint ventureContract relating to Indebtedness of any member of the Warranting Party Group that involves Liabilities in excess of $100,000 in the aggregate; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed Contract with any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangibleGovernment Entity; (v) any agreement concerning confidentiality Contract that limits or noncompetitionpurports to limit the ability of Warranting Party Group to (A) engage in its Business or carry on or expand the geographical scope of the Business anywhere in the world; (B) manufacture, market, sell, conduct research and development for or provide services for any products, equipment, goods or services of its Business; or (C) source, purchase or procure from any Person any materials, supplies, merchandise and other goods for its Business; (vi) any agreement Contract in connection with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries)Affiliate Transactions; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for Contract entered into outside the benefit Ordinary Course of its current or former directors, officers, and employeesBusiness that involves an amount in excess of US$100,000; (viii) any collective bargaining agreementjoint venture, partnership or similar agreement involving a sharing of profits, losses, costs or liabilities with any other Person; (ix) any agreement for Contract granting any Person any right to purchase any of its Business Assets (other than in the employment Ordinary Course of Business) or any of the Equity Interest of the Company or any equity, voting or other interest of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefitsthe Company’s Subsidiaries; (x) any agreement under which it has advanced Contract providing for the acquisition or loaned disposition after the Reference Date of any amount to any Business Asset of its directors, officers, and employees outside the Warranting Party other than in the Ordinary Course of Business; (xi) any agreement under which the consequences Contract providing for a power of a default or termination could have a material adverse attorney currently in effect on the business, financial condition, operations, results of operations, or future prospects of any member of the Target and Warranting Party Group (with respect to its Subsidiaries; orBusiness or Business Assets); (xii) any Contract relating to warranties, guaranties and/or other similar undertakings with respect to its Business Products other than in the Ordinary Course of Business; (xiii) any lease or similar agreement under which any member of the Warranting Party Group is a lessor or sublessor of, or makes available for use by any third party, any of its Owned Real Property; (xiv) any Contract providing for payments to or group by any Person based on sales, purchases or profits, other than direct payments for its Business Products; (xv) any Contract that contains or provides for any express undertaking by any member of related agreementsthe Warranting Party Group to be responsible for damages not directly caused by such member’s breach of such Contract, other those entered in the Ordinary Course of Business; (xvi) any collective bargaining agreement; (xvii) any Contract providing for any franchise agreement between any member of the performance Warranting Party Group and any other Person; or (xviii) any other Contract, whether or not made in the Ordinary Course of Business, the absence of which involves consideration would reasonably be expected to have, individually or in excess of $10,000. The Sellers have delivered to the Buyer aggregate, a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreementMaterial Adverse Effect.

Contracts. SCHEDULE 4(pSection 6(t) attached hereto of the Disclosure Schedule lists the following contracts and other agreements agreements, written or oral, to which any of the Target and its Subsidiaries Seller is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annumPerson; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed moneyIndebtedness, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest Lien on any of its assets, tangible or intangible; (v) any agreement concerning non-disclosure, confidentiality or noncompetitionnon-competition; (vi) any agreement with between Seller and any of the Sellers and their Affiliates (other than the Target and its Subsidiaries)Affiliates; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) excluding any collective bargaining agreement; (ix) Employee Benefit Plans, any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xix) any agreement under which the consequences of a default or termination could have a material adverse effect on the businessMaterial Adverse Effect; (xi) any settlement, financial condition, operations, results of operations, conciliation or future prospects of any of the Target and its Subsidiariessimilar agreement; or (xii) any agreement under which Seller has advanced or loaned any amount to any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000Person. The Sellers have Seller has delivered to the Buyer a true, complete and correct and complete copy of each written agreement listed in SCHEDULE 4(pSection 6(t) attached hereto of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Section 6(t) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effecteffect in all respects; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in breach or default, and no event has occurred which that with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (DC) no party has repudiated any provision of or terminated the agreement.

Contracts. SCHEDULE 4(p) attached hereto Section 3.16 of the Company Disclosure Schedule lists the following contracts and other agreements to which any of the Target Company and its the Company Subsidiaries is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person person providing for lease payments in excess of $10,000 per annum50,000 in any one year; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year and which in each case provides for aggregate payments of more than $50,000 in any one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest Lien on any of its assets, tangible or intangible; (ve) any agreement concerning confidentiality or noncompetition, other than standard form non-disclosure agreements with the Company's customers, consultants or employees; (vif) any agreement with relating to the Company and the Company Subsidiaries, their assets, liabilities and business, or relating to shares of the Company Common Stock between or among the Company, any of the Sellers Company Subsidiaries and any of their Affiliates (other than the Target and its Subsidiaries)affiliates; (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement providing for the employment of or consultancy with any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $10,000 or providing severance benefitsor retirement benefits (other than billable consulting agreements entered into in the ordinary course of business); (xj) any agreement under which it has advanced or loaned any amount to any of its shareholders, affiliates, directors, officers, and or employees outside other than in the Ordinary Course ordinary course of Businessbusiness; (xik) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its SubsidiariesCompany Material Adverse Effect; or (xiil) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000100,000. The Sellers have Company has delivered to the Buyer Parent and Sub a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto Section 3.16 of the Company Disclosure Schedule that is correct and complete in all material respects and a written summary setting forth the material terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Section 3.15 of the Company Disclosure Schedule. With Except as disclosed in Section 3.15 of the Company Disclosure Schedule, with respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effecteffect in all material respects; (Bii) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect in all material respects on identical terms following the consummation of the transactions contemplated hereby; (Ciii) to the knowledge of the Company, no party is in breach or default, and to the knowledge of the Company, no event has occurred which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Div) no party has repudiated any material provision of the agreement.

Contracts. SCHEDULE 4(p(a) attached hereto lists Seller Disclosure Schedule 4.15 contains a true and complete listing of the following contracts and other agreements with respect to which any the ownership and operation of the Target and its Subsidiaries is Transferred Assets (each such contract or agreement being referred to herein as a party:“Material Contract”): (i) any Any natural gas gathering, transportation or storage agreement; (ii) Any agreement (or group of related agreementsagreements with the same Person) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 125,000 per annum;annum; (iiiii) any Any agreement (or group of related agreementsagreements with the same Person) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss is reasonably expected to any of the Target and its Subsidiaries, or involve annual consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venture;125,000; (iv) Any agreement concerning a partnership, joint venture, investment or other arrangement (A) involving a sharing of profits or losses relating to all or any portion of the Transferred Assets, or (B) requiring EQT Gathering, AVC or ▇▇▇▇▇ to invest funds in or make loans to, or purchase any securities of, another Person, venture or other business enterprise relating to the Transferred Assets; (v) Any agreement (or group of related agreementsagreements with the same Person) under which it has createdwith respect to the creation, incurredincurrence, assumedassumption, or guaranteed guaranteeing of any indebtedness for borrowed money, or any capitalized lease obligationobligation; (vi) Any agreement that prohibits or otherwise materially limits the ability of an owner of the Transferred Assets to compete in any material respect in any line of business or with any Person or in any material geographic area during any period of time after the Closing; (vii) Any agreement by and among EQT Gathering, AVC, ▇▇▇▇▇ or any Affiliate (other than EQM and its Subsidiaries) to the extent applicable to the Transferred Assets and which individually involves annual revenues or payments in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees;125,000; (viii) any Any collective bargaining agreement;agreement; (ix) any agreement Any lease under which EQT Gathering, AVC or ▇▇▇▇▇ is the lessor or lessee of real property that provides for the employment an annual base rental to or from EQT Gathering, AVC or ▇▇▇▇▇ of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of more than $10,000 or providing severance benefits;125,000; (x) any agreement under which it has advanced Any easement agreement, right-of-way agreement, license or loaned any amount to any permit involving an annual payment of its directors, officers, and employees outside the Ordinary Course of Business;more than $125,000; (xi) any Any agreement that governs the use or development of Intellectual Property Assets (other than off-the-shelf software license agreements); (xii) Any agreement under which the consequences of a default or termination could would reasonably be expected to have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; Seller Material Adverse Effect; or (xiixiii) any other Any agreement (or group of related agreementsagreements with the same Person) not enumerated in this Section 4.15, the performance of which by any party thereto involves consideration in excess of $10,000. The Sellers 125,000. (b) EQT Gathering and EQT Gathering Holdings have delivered made available to the Buyer EQM, EQM Gathering Opco, Equitrans Investments and/or Equitrans LP a correct and complete copy of each written agreement listed in SCHEDULE 4(pMaterial Contract. (i) attached hereto Each Material Contract, and a written summary setting forth each of the terms other Transferred Contracts, AVC Pipeline Contracts and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement ▇▇▇▇▇ Storage Contracts, is legal, validvalid and binding on and enforceable against EQT Gathering, bindingAVC or ▇▇▇▇▇, enforceableas applicable, and to the Knowledge of EQT Gathering and EQT Gathering Holdings, against the other parties thereto, and is in full force and effect; effect; (Bii) the agreement will continue to be legalnone of EQT Gathering, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party AVC or ▇▇▇▇▇ is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by EQT Gathering, AVC or ▇▇▇▇▇ or permit termination, modification or acceleration under any Material Contract or under any of the other Transferred Contracts, AVC Pipeline Contracts or ▇▇▇▇▇ Storage Contracts; (iii) to the Knowledge of EQT Gathering and EQT Gathering Holdings, no other party to any Transferred Contract, AVC Pipeline Contract or ▇▇▇▇▇ Storage Contract is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by such other party, or permit termination, modificationmodification or acceleration under any Transferred Contract, AVC Pipeline Contract or acceleration▇▇▇▇▇ Storage Contract other than in accordance with its terms, under the agreement; and (D) no nor has any other party has repudiated any provision of any Transferred Contract, AVC Pipeline Contract or ▇▇▇▇▇ Storage Contract; and (iv) following the agreementconsummation of the transactions contemplated by this Agreement, each Material Contract and each of the other Transferred Contracts, AVC Pipeline Contracts and ▇▇▇▇▇ Storage Contracts will continue to be legal, valid and binding and in full force and effect on identical terms. (d) Except as set forth on Seller Disclosure Schedule 4.15, none of EQT Gathering, AVC or ▇▇▇▇▇ has given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Material Contract that continues to be unresolved.

Contracts. SCHEDULE 4(p) attached hereto Section 4.16 of the Disclosure Schedule lists the following contracts and other agreements to which any Target is a party as of the Target and its Subsidiaries is a partydate of this Agreement: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for future lease payments after the date of this Agreement in excess of $10,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one (1) year, result in a material loss to any of the Target and its SubsidiariesTarget, or involve future consideration after the date of this Agreement in excess of $10,00050,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 50,000 or under which it has imposed a Security Interest Lien on any of its assets, tangible or intangible; (ve) any agreement concerning confidentiality or noncompetitionnon-competition; (vif) any agreement with any of the Sellers and their Affiliates (other than the Target and its SubsidiariesTarget); (viig) any profit sharing, stock option, stock equity purchase, stock equity appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directorsmanagers, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 50,000 or providing material severance benefits (other than standard offer letters that do not contain terms regarding severance benefits); (xj) any agreement under which it has advanced or loaned any amount to any of its directorsmanagers, officers, and employees outside the Ordinary Course of Business; (xik) any agreement under which the consequences of a material default or termination could have a material adverse effect on Material Adverse Effect; (l) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (m) any settlement, conciliation or similar agreement, the business, financial condition, operations, results performance of operations, which will involve payment after the Closing Date of consideration in excess of $10,000; (n) any agreement under which Target has advanced or future prospects loaned any Person amounts in excess of any of $10,000 in the Target and its Subsidiariesaggregate; or (xiio) any other agreement (or group of related agreements) the performance of which involves consideration a future payment after the date of this Agreement in excess of $10,00050,000. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement (as amended to date) listed in SCHEDULE 4(p) attached hereto Section 4.16 of the Disclosure Schedule and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Section 4.16 of the Disclosure Schedule. With respect to each such agreementagreement required to be disclosed on Section 4.16: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) neither Target nor, to the agreement will continue to be legalKnowledge of any Seller, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no any other party is in material breach or default, and no event has occurred which that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.and

Contracts. SCHEDULE 4(p(a) attached hereto lists the following contracts Schedule 2.24 includes a true, correct and other agreements complete list of all contracts, agreements, arrangements or understandings, written or oral, to which the Company or any Subsidiary is a party or by which it is bound (collectively, the “Contracts”), including, without limitation, any of the Target and its Subsidiaries is a partyfollowing contracts, agreements, arrangements or understandings: (i) any agreement (or group of related agreements) for the lease of real property or personal property by the Company or any Subsidiary to or from any Person providing for lease payments in excess of $10,000 per annumPerson; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, year or involve consideration or performance having a value in excess of $10,00020,000 in the aggregate; (iii) any agreement concerning a partnership or partnership, joint venture, operating or similar agreement; (iv) any agreement or indenture relating to the borrowing of money or placing a Lien on any of the assets of the Company or any Subsidiary; (v) any agreement (or group of related agreements) under which it the Company or any Subsidiary has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 obligation or under which it a Lien has been imposed a Security Interest on any of its assets, tangible the assets of the Company or intangible; (v) any agreement concerning confidentiality or noncompetitionSubsidiary; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharingagreement, stock optionwritten or oral, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consultingconsulting or other basis, including any indemnification, severance or termination agreements, or other basis for the payment of commissions, bonuses or any compensation for any individual; (vii) any agreement under which the Company or any Subsidiary has advanced or loaned any amount of money to any stockholder or any director, officer or employee of the Company or any Subsidiary; (viii) any agreement for the license or sublicense of any asset, including any Intellectual Property Rights, of the Company or any Subsidiary; (ix) any agreement (or group of related agreements) that is not cancelable by the Company or any Subsidiary on notice of not longer than 30 days without liability, penalty or premium of any kind, except liability that arises as a matter of law upon termination of employment, or any agreement or arrangement providing annual compensation in excess for the payment of $10,000 any bonus or providing severance benefitscommission based on sales or earnings; (x) any agreement under which it has advanced (or loaned any amount to any group of its directors, officers, and employees outside the Ordinary Course of Business; (xirelated agreements) any agreement under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; orMaterial Adverse Effect; (xi) [reserved]; (xii) all confidentiality agreements which could reasonably be expected to result in a restriction on the operation of the business of the Company or any Subsidiary; (xiii) any agreement relating to the voting of shares of the capital stock of the Company; (xiv) any agreement which prohibits the Company or any Subsidiary from freely engaging in any business, or which prohibits the Company or any Subsidiary from soliciting customers or any other business, anywhere in the world; (xv) any agreement which requires payment by the Company or any Subsidiary of more than $50,000 annually; and (xvi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have delivered that is material to the Buyer a correct and complete copy of each written agreement listed Business or the Company or any Subsidiary’s operations or prospects. (b) Except as set forth in SCHEDULE 4(pSchedule 2.24: (i) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement Each Contract is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following and constitutes a binding obligation of all parties thereto, enforceable against the consummation other party or parties to such Contracts in accordance with its terms; no such Contract has been canceled or otherwise terminated, and to the Knowledge of the transactions contemplated herebyCompany and the Stockholders, no such cancellation or termination has been threatened; and (Cii) The Company and the Subsidiaries have performed all obligations required to be performed by each under the Contracts; there are no party is in breach existing breaches, defaults or events of default, and no event has occurred real or claimed, or events which with notice or lapse of time or both would constitute a defaults under any of the Contracts, and the Company and the Subsidiaries have not received notice of any such breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(pExcept as set forth on Schedule 3.8 neither Seller nor any member of Company Group is a party to any verbal or written: (a) attached hereto lists legally binding Contract with any officer, director or employee, including, without limitation, (i) employment agreements, stay bonus agreements, severance agreements and change in control agreements, (ii) nonsolicitation and confidentiality agreements, and (iii) Contracts under which any member of Company Group has advanced or loaned any amount in excess of Five Thousand Dollars ($5,000) to any such person; (b) legally binding Contract for the following contracts and sale of raw materials, commodities, supplies, products, or other agreements personal properties, or the provision of services; in each case, if the performance of which will extend over a period of more than one year or is projected to which involve consideration in excess of One Hundred Thousand Dollars ($100,000) annually; (c) Contract restricting in any manner such entity’s right to compete with any other Person or restricting its right to sell to or purchase from any other Person; (d) Collective bargaining agreement or other Contract with any labor or trade union or association; (e) Contract giving rise to any Indebtedness or any Lien on any of the Target and its Subsidiaries is a party:Ownership Interest or any assets of any member of Company Group (other than purchase money security interests); (f) Lease of any Real Property, in each case whether as lessor or lessee; (g) Lease of any Equipment or other personal property that requires annual rental payments of more than One Hundred Thousand Dollars ($100,000), in each case whether as lessor or lessee; (h) Joint venture, partnership or strategic alliance Contract or Contract evidencing an equity ownership interest in another Person; (i) Contract with any agreement (or group of related agreements) for Affiliated Person that will impose continuing obligations on Company Group after the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annumClosing; (iij) any agreement (or group of related agreements) legally binding Contract for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, in each case, if the performance of which will extend over a period of more than one year, result in a material loss year or is projected to any of the Target and its Subsidiaries, or involve consideration in excess of Fifty Thousand Dollars ($10,00050,000) annually; (iiik) any agreement concerning a partnership Contracts (other than “shrinkwrap” licenses related to commercially available software) licensing, transferring or joint ventureotherwise involving Proprietary Rights; (ivl) Contract with any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness consultant providing for borrowed money, or any capitalized lease obligation, payments in excess of Fifty Thousand Dollars ($10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible50,000) per annum; (vm) Contract providing for commission or similar payments to any agreement concerning confidentiality Person based on sales or noncompetition; (vi) any agreement with any purchases of the Sellers and their Affiliates Company Group’s products or services or Company Group’s profits (other than the Target and its Subsidiariesdirect payments for goods); (viin) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (x) any agreement Contract under which it any member of Company Group has advanced or loaned any amount to any of its directorsother Person amounts in the aggregate exceeding Twenty-five Thousand Dollars ($25,000), officers, and employees outside other than account receivables incurred in the Ordinary Course of Business; (xio) Contract with any Governmental Authority; (p) agreement under regarding consignment, bailment, agency, representation, distribution, dealership or franchise which the consequences cannot be cancelled by Company Group without payment or penalty upon notice of a default sixty (60) days or termination could have a material adverse effect on the businessless; (q) guaranty, financial conditionperformance, operations, results of operationsbid or completion bond, or future prospects surety or indemnification agreement (other than any guaranty or indemnification obligation with respect to contracts or agreements which provide for the receipt or expenditure by Company Group of any less than One Hundred Thousand Dollars ($100,000); (r) other agreement which provides for the receipt or expenditure of the Target and its Subsidiariesmore than One Hundred Thousand Dollars ($100,000); or (xiis) any Any other agreement Contract not specifically listed above that is (i) material to the Business or group (ii) not in the Ordinary Course of related agreements) the performance Business and provides for receipt or expenditure by Company Group of which involves consideration in excess of more than Ten Thousand Dollars ($10,000). The Sellers have delivered to the Buyer a True, correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto and copies (or a written summary setting forth of the terms material terms, if oral) of all Contracts listed on Schedule 3.8 (including all amendments, extensions, renewals, guaranties and conditions other agreements with respect thereto) (the “Material Contracts”) have been made available to Buyer. All such Material Contracts are valid and binding agreements of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceableCompany Group, and are in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and Company Group is not (nor, to Seller’s Knowledge, is any other party thereto) in full force and effect default or breach under any terms of any such Material Contract. No act or omission on identical terms following the consummation part of Company Group (or, to Seller’s Knowledge, on the transactions contemplated hereby; (Cpart of any other party thereto) no party is in breach or default, and no event has occurred which with which, without any further act or omission the part of Company Group and only contingent upon the giving of notice or and/or lapse of time time, would constitute a breach default or defaultbreach, or permit termination, modification, give any party a right of termination or acceleration, under the agreement; and (D) no party has repudiated terms of any provision of the agreementsuch Material Contract.

Contracts. SCHEDULE 4(pExcluding Contracts for which neither a Company nor any of the Properties will be bound or have liability after Closing and excluding Terminated Contracts, insurance policies, fidelity bonds, and all Contracts related to Rights-of-Way, (a) attached hereto lists Schedule 4.10(a) sets forth a list as of the date of this Agreement of the following contracts and other agreements Contracts to which a Company is a party or by which any of the Target and its Subsidiaries is a party:Properties are bound (the Contracts listed on Schedule 4.10(a) that meet the descriptions in this Section 4.10 being collectively, the “Material Contracts”): (i) any agreement (or group of related agreements) Contract for the lease purchase, sale, gathering, treating, compression, processing, marketing or trading of personal property Hydrocarbons that can reasonably be expected to result in aggregate payments by or from to any Person providing for lease payments in excess Company of more than $10,000 per annum500,000 during the current or any subsequent fiscal year; (ii) any agreement Contract that constitutes a pipeline or facility operating agreement; (or group iii) other than Contracts of related agreementsthe nature addressed in Sections 4.10(a)(i) and (ii), any Contract for the purchase or sale of raw materials, commodities, supplies, products, an Asset or other personal property, services that can reasonably be expected to result in aggregate payments by or for the furnishing or receipt of services, the performance of which will extend over a period to any Company of more than one year$500,000 during the current or any subsequent fiscal year or $1,250,000 in the aggregate over the term of such Contract (in each case, result in a material loss based solely on the terms thereof and current quantities, if applicable, without regard to any of the Target and its Subsidiaries, expected increase in quantities or involve consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venturerevenues); (iv) any agreement (or group of related agreements) Contract under which it a Company has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, outstanding Indebtedness in excess of $10,000 1,250,000 or under which it has imposed a Security Interest security interest on any of its assetsAssets, tangible or intangiblewhich security interest secured Indebtedness in excess of $1,250,000; (v) any agreement concerning confidentiality Contract that constitutes a lease under which any Company is the lessor or noncompetitionthe lessee of real, immovable, personal or movable property which lease involves an annual base rental of more than $500,000; (vi) any agreement Contract that (A) limits or purports to limit the ability of any Company to compete in any line of business or with any Person or in any geographic area or during any period of time, (B) requires any Company to use any supplier or third party for all or substantially all of any Company’s requirements or needs, or (C) limits or purports to limit the ability of any Company to solicit any employees or customers of the Sellers and their Affiliates (other than the Target and its Subsidiaries)parties thereto; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severanceContract with either Seller or any Non-Company Affiliate, or other material plan any director, officer or arrangement for the benefit of its current or former directors, officers, and employeesmanager thereof; (viii) any collective bargaining agreementContract requiring any Company to pay any Severance Costs; (ix) any agreement for the employment of any individual on a full-timeinterest rate, part-timecurrency or commodity swap, consultingexchange, commodity option or other basis providing annual compensation in excess of $10,000 or providing severance benefitshedging Contract; (x) any agreement under which it has advanced or loaned any amount Contract that grants to any Person a right of its directors, officers, and employees outside first refusal or similar right to acquire the Ordinary Course of BusinessProperties or the Business or any portion thereof; (xi) other than as to Indebtedness or customary indemnification provisions contained in Contracts entered into in the ordinary course of business by any Company, any indemnification agreement under which the consequences of or other Contract that is primarily a default guarantee or termination could have a material adverse effect on the business, financial condition, operations, results of operations, assumption or future prospects other similar commitment with respect to any obligation or liability of any Person in excess of the Target and its Subsidiaries; or$500,000; (xii) any other agreement (Contract that constitutes a partnership, strategic alliance, joint venture or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effectsimilar arrangement; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.and

Contracts. SCHEDULE 4(p) attached hereto Section 4.16 of the Disclosure Schedule lists the following contracts and other executory agreements to which either the Seller in connection with the Business or any of the Target and its LMG Subsidiaries is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annumpayments; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss either to any of the Target and its Seller in connection with the Business or to the LMG Subsidiaries, or involve consideration in excess of $10,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it the Seller or any of the LMG Subsidiaries has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it the Seller or any of the LMG Subsidiaries has imposed a Security Interest on any of its assets, tangible or intangible; (ve) any agreement concerning confidentiality or noncompetitionnoncompetition or Intellectual Property; (vif) any agreement with involving any of Affiliate (including the Sellers Seller and their Affiliates (its Subsidiaries other than the Target and its LMG Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiig) any collective bargaining agreement; (ixh) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (xi) any agreement under which it the Seller or any of the LMG Subsidiaries has advanced or loaned any amount to any of its the directors, officers, and employees of the Seller or its Subsidiaries (including the LMG Subsidiaries) outside the Ordinary Course of Business; (xij) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its SubsidiariesBusiness; or (xiik) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have Seller has delivered to the Buyer a correct and complete copy of each of the written agreement agreements listed in SCHEDULE 4(pSection 4.16 of the Disclosure Schedule (as amended to date except for immaterial unwritten amendments arising in the Ordinary Course of Business) attached hereto and a written summary setting forth the material terms and conditions of each oral agreement referred to listed in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation Section 4.16 of the transactions contemplated hereby; (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.the

Contracts. SCHEDULE 4(pSection 5(r) attached hereto of the Valley Forge Disclosure Binder lists the following contracts and other agreements to which any of the Target and its Subsidiaries Valley Forge is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annumPerson; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetitionnon-competition of Valley Forge or any of its employees, independent contractors, officers or directors; (vi) any agreement with any of the Sellers and their involving Valley Forge shareholders, Affiliates (other than the Target and its or Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessor independent contractors; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect Material Adverse Effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its SubsidiariesValley Forge; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration with an annual value in excess of $10,000. The Sellers have Valley Forge has delivered to the Buyer Synergetics a correct and complete copy of each written agreement listed in SCHEDULE 4(pSection 5(r) attached hereto of the Valley Forge Disclosure Binder (as amended to date) and a written summary setting forth the terms and conditions of each any oral agreement referred to in SCHEDULE 4(p)agreement. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no neither Valley Forge, nor to its Knowledge, any other party thereto is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no neither Valley Forge, nor to its Knowledge, any other party thereto has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(pSection 4.13 of the Disclosure Schedule sets forth a listing as of the date hereof of all of the currently effective Contracts (written or oral) attached hereto lists of the following contracts and other agreements types to which any of the Target and its Subsidiaries Company is a party: (ia) any agreement (Contracts or group of related agreements) Contracts which involve commitments to make capital expenditures or which provide for the lease purchase of personal property to assets, goods or services by the Company from any one Person providing for lease payments in excess of Twenty-Five Thousand Dollars ($10,000 per annum25,000) in any consecutive twelve (12) month period; (iib) any agreement (Contracts or group of related agreements) Contracts which provide for the purchase or sale of raw materialsgoods or services by the Company in excess of Twenty-Five Thousand Dollars ($25,000) in any consecutive twelve (12) month period; (c) partnership, commodities, supplies, products, joint venture or other similar type of Contract involving a sharing of profits or losses with any other Person; (d) instruments for borrowed money (including any indentures, guarantees, loan agreements, sale and leaseback agreements, mortgages, pledges, hypothecations, deeds of trust, conditional sale or title retention agreements, security agreements or equipment financing obligations); (e) employment, non-competition and confidentiality agreements with any employee who receives salary and bonus in excess of Twenty-Five Thousand Dollars ($25,000) per annum or any other Contract with employees providing for severance, retention, change in control or other similar payments; (f) Contracts not otherwise disclosed herein which presently limit in any material respect the freedom of the Company to engage in any business or compete with any Person; (g) Contracts pursuant to which the Company is a lessor or a lessee of any personal property, except for any such leases under which the aggregate annual rent or for lease payments do not exceed Fifty Thousand Dollars ($50,000) and which are not terminable by the furnishing Company upon ninety (90) days or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to less advance notice; (h) Contracts with any of the Target and its SubsidiariesSeller Parties, officer or director of the Company, or involve consideration any Affiliate of any of the foregoing, or in excess the case of $10,000any individual, any immediate family member of any of the foregoing (other than those disclosed in subsection (e) above); (iiii) any agreement concerning a partnership or joint venture; (iv) any agreement (Contracts or group of related agreements) under Contracts which it has created, incurred, assumed, or guaranteed involve commitments to make capital expenditures by the Company from any indebtedness for borrowed money, or any capitalized lease obligation, one Person in excess of Twenty-Five Thousand Dollars ($10,000 25,000) in any consecutive twelve (12) month period and which are not terminable by the Company upon thirty (30) days or under which it has imposed a Security Interest on any of its assets, tangible or intangible;less advance notice; and (vj) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement Contracts under which the consequences Company has made advances or loans to any other Person, other than employee loans in the ordinary course of a default or termination could have a material adverse effect on the business, financial condition, operations, results . Correct and complete copies of operations, or future prospects of any each Contract required to be identified in Section 4.13 of the Target and its Subsidiaries; or (xii) any other agreement Disclosure Schedule, including amendments thereto (or group a true and accurate description of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have delivered to the Buyer a correct and complete copy terms of each written agreement listed in SCHEDULE 4(psuch oral Contract) attached hereto and a written summary setting forth (collectively, the terms and conditions “Material Contracts”), have been made available to Buyer. As of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreementthe date of this Agreement: (Ai) all of the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and Material Contracts are in full force and effect on identical terms following and are enforceable against the consummation of Company and, to the transactions contemplated herebySeller Parties’ and Company’s Knowledge, the other parties thereto, in accordance with their respective terms, subject in each case to the Enforceability Exceptions; (Cii) the Company has performed in all material respects all obligations required to be performed by it pursuant to such Material Contracts; (iii) to the Seller Parties’ and Company’s Knowledge there are no unresolved, material defaults, breaches or violations of any of such Material Contracts by any other party is in thereto; (iv) the Seller Parties and Company do not have any Knowledge of any existing or threatened breach or default, cancellation or termination in connection with any Material Contract; (v) to the Seller Parties and Company’s Knowledge no event has occurred which with the passage of time or the giving of notice or lapse both would result in a default or breach of time would constitute a breach or default, or permit termination, modification, or acceleration, under any of such Material Contracts by the agreement; and (D) no party has repudiated any provision of the agreementCompany.

Contracts. SCHEDULE 4(p) attached hereto Section 4.16 of the Disclosure Schedule lists the following contracts and other agreements to which any of either the Target and Company or its Subsidiaries Subsidiary is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 5,000 per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of either the Target and Company or its SubsidiariesSubsidiary as they currently operate, or involve consideration in excess of $10,0005,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 5,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangibleintangible having a purchase price in excess of $5,000; (ve) any agreement concerning confidentiality or noncompetition; (vif) any agreement with any of the Sellers and their Affiliates (other than the Target Company and its SubsidiariesSubsidiary); (viig) any profit sharing, stock optionoptions, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 50,000 or providing severance benefitsbenefits in excess of two (2) weeks' pay; (xj) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xik) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, or results of operations, operations of either the Company or future prospects of any of the Target and its SubsidiariesSubsidiary; or (xiil) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,0005,000. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(pSection 4.16 of the Disclosure Schedule (as amended to date) attached hereto and a written summary setting forth the material terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Section 4.16 of the Disclosure Schedule. With respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effect; (Bii) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms in all material respects following the consummation of the transactions contemplated hereby; (Ciii) the Company has not, and to the knowledge of Sellers, no other party is in breach or default, and no event has occurred occurred, which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (Div) the Company has not, and to the knowledge of Sellers, no other party has repudiated any provision of the agreement.

Contracts. (a) Except for Excluded Assets, SCHEDULE 4(p3.14(A) attached hereto lists the following contracts and other arrangements, commitments or agreements that are currently in effect and to which any of the Target and its Subsidiaries Canberra Affiliate is a party, or by which it or any of the Acquired Assets is bound or to which any other Seller Party is a party and which relates to the Canberra Business or any Acquired Asset: (i) any Any written agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 50,000 per annum; (ii) As of November 9, 2000 (and will list as of the third day preceding the Closing Date), any written agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, year or involve consideration in excess of $10,00050,000 (in the aggregate in the case of any group of related agreements); (iii) any Any material written agreement concerning a partnership or partnership, joint venture, or cooperative research and development; (iv) any Any written agreement (for sales distribution or group of related agreements) under which it has created, incurred, assumed, representation with respect to products or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangibleservices; (v) any Any written agreement concerning confidentiality confidentiality, invention assignment or noncompetitionnon-competition, with any employee of a Seller Party (other than the standard form agreements contained in Seller's employee manual furnished to Buyer or substantially similar agreements or standard invention assignment executed in connection with any patent application); (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any Any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employeesor employees of Seller or any Canberra Affiliate; (viiivii) any collective bargaining agreement; (ix) any Any agreement for the employment or consultancy of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 50,000 or for periods greater than one year or providing material severance benefits; (xviii) Any written agreement (or group of related agreements) under which Seller or any agreement Canberra Affiliate has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $50,000; or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (ix) Any agreement under which Seller or any Canberra Affiliate has advanced or loaned (or agreed to advance or loan) any amount to any of its directors, officers, and employees outside the Ordinary Course of Business;or employees, which advance or loan constitutes an Acquired Asset; and (xix) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; or (xii) any Any other written agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000100,000 (or in the aggregate with respect to any group of related agreements). The Sellers have Seller has delivered or made available to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p3.14(A) attached hereto and a written summary setting (as amended to date). (b) Except as set forth the terms and conditions of each oral agreement referred to in on SCHEDULE 4(p3.14(B). With , with respect to each such agreementagreement that is to be assigned to Buyer pursuant to the terms of this Agreement: (A) the agreement is assignable without the consent of any other Person, and is legal, valid, binding, enforceable, and in full force and effecteffect in all material respects against Seller (or, such other Seller Party that is a party thereto) and, to the Knowledge of Seller, against the other party(ies) thereto; (B) Seller (or, such other Seller Party that is a party thereto) is not, and, to the agreement Knowledge of Seller no other party is, in material breach or default, and, to the Knowledge of Seller, no event has occurred (or will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the occur by consummation of the transactions contemplated hereby; (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the such agreement; and (DC) no party has repudiated in writing any material provision of the agreementsuch agreement or has expressed in writing an intent to so repudiate.

Contracts. SCHEDULE 4(p(a) attached hereto lists Section 2.11(a) of the Disclosure Schedule identifies each of the following contracts and Contracts, other agreements than Employee Benefit Plans, to which any member of the Target and its Subsidiaries Company Group is a party:party or by which any member of the Company Group or any of the assets or properties of any member of the Company Group is bound that is in effect as of the date hereof (each such Contract, a “Material Contract”): (i) any agreement (Contract relating to the acquisition by any member of the Company Group of any business, division or group product line, or Equity Interest, of related agreements) for the lease of personal property to another Person, or from any Person providing for lease payments assets with a value in excess of $10,000 per annum500,000, (A) with respect to which any member of the Company Group has any outstanding rights or obligations, (B) during the three (3) year period prior to the date hereof or (C) which such acquisition is pending as of the date hereof; (ii) any agreement Contract for the sale of any assets or properties, for consideration in excess of $500,000, of any member of the Company Group (other than the sale of the Company Group’s Products to customers in the Ordinary Course of Business); (iii) other than the Organizational Documents of the Company Group, any Contract relating to the acquisition, issuance, voting, registration, sale or group transfer of related agreementsany Equity Interests issued by any member of the Company Group; providing any Person with any preemptive right, right of participation, right of maintenance or similar right with respect to any Equity Interests issued by any member of the Company Group; relating to the payment of dividends or other distributions or the establishment of funds for the payment thereof, or providing any member of the Company Group with the right of first refusal, first offer or similar preferential right with respect to, or right to repurchase or redeem, any Equity Interests issued by any member of the Company Group; (iv) any Contract evidencing Debt or Debt-Like Items in amounts in excess of $2,500,000; (v) any Contract under which the Company or any Subsidiary of the Company (A) receives a license or other right under any material Third-Party Intellectual Property (other than (x) licenses for COTS (with annual license and acquisition fees of less than $1,500,000) and (y) Contracts primarily relating to the nondisclosure of Confidential Information entered into in the Ordinary Course of Business under which no payments are made by or to any member of the Company Group) (“In-Bound IP Licenses”), or (B) grants a third party a license or other right under any material Company Owned Intellectual Property (other than non-exclusive licenses granted to users of the Products or in which such grants are incidental to and not material to performance under the Contract, in each case, in the Ordinary Course of Business pursuant to agreements substantially in such forms as have been made available to Parent) (“Out-Bound IP Licenses” and together with In-Bound IP Licenses, the “IP Licenses”), in each case, whether such license or other grant is present or contingent; (vi) any Contract that (A) is for the purchase or sale of raw materialsreal property or (B) provides for the lease (including any master lease covering multiple items of personal property) of any item or items of personal property, commoditiesin each case, with a purchase or sale price, or, in the case of any lease, an annual rental expense, exceeding $200,000; (vii) any Contract providing for the deferred payment of any purchase price including any “earn out” or other contingent fee arrangement which remains outstanding; (viii) any Contract providing for sign on bonuses or other incentives paid or payable by any member of the Company Group, in each case, not paid exceeding $500,000; (ix) any Contract concerning or consisting of a partnership, joint venture or similar agreement or otherwise involving the sharing of any profits or losses with any other Person; (x) any Contract granting or creating a Lien or restricting the granting or creating of a Lien (in each case, other than a Permitted Lien) on any properties or assets that are material to the Company Business; (xi) any Contract with a Key Customer; (xii) any Contract with a Key Supplier; (xiii) other than Contracts with travel suppliers and travel-related service providers, any Contract within the top thirty-five (35) Contracts for the purchase, lease or sale of supplies, products, products or other personal propertyPersonal Property, or for the furnishing or receipt of services, based on expenditures by the performance of which will extend over a Company Group during the twelve-month period of more than one yearended December 31, result in a material loss 2023; (xiv) any Contract with respect to an Affiliate Transaction; (xv) any Labor Agreement or other Contract (whether at the national, industry or sector level) with any labor or trade union or association, works council, employee representative body, other labor organization, or other Person representing or seeking to represent any employee of the Target and its SubsidiariesCompany Group or any other individual who provides services to the Company Group (collectively, “Labor Organization”); (xvi) any Contract for the advancement or involve consideration loan of any cash or other property with a value in excess of $10,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on 100,000 to any of its assetsequityholders, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officersmanagers, and officers or employees; (viiixvii) any collective bargaining agreementContract with any staffing agency, temporary employee agency, professional employer organization, employer of record or similar company or service provider; (ixxviii) any agreement for Contract with the employment top twelve (12) global partner network travel partners of any individual the Company Group, based on a full-timetraffic volumes during the fiscal year ended December 31, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits2023; (xxix) any agreement under which it has advanced Contract with any Governmental Authority, including any Government Contract; (xx) any Contract with Airlines Reporting Corporation or loaned International Airlines Travel Association or, to the extent such Contract is material to the Company Business and necessary to conduct the Company Business in a particular jurisdiction, any amount Contract with a trade association; (xxi) any Contract that is material to the Company Business, including any Material Contract, (A) containing covenants relating to the operation of the Company Business that would prohibit or materially restrict the ability of the Company Business or any member of the Company Group from competing in any line of business in any geographical region or with any Person, (B) providing for “exclusivity” or any similar requirement in favor of any other Person, (C) granting “most favored nation” or similar status to any other Person (or provisions in which pricing, discounts or benefits are based on those provided to another Person), (D) containing a non-solicitation or non-hire provision (other than customary non-solicitation and non-hire restrictions in favor of its directorscustomers and consultants of the Company Business in the ordinary course) or (E) granting to the counterparty any rights of first refusal, officersfirst negotiation, and employees outside first offer or similar right; (xxii) [reserved;] (xxiii) any Contract requiring any member of the Company Group to indemnify or hold harmless any Person (other than commercial agreements entered into the Ordinary Course of Business); (xixxiv) any agreement Contract involving the settlement of any Proceeding or threatened Proceeding during the past three (3) years which requires payment by any member of the Company Group of more than $100,000 in any calendar year during the term of the Contract and under which any such payment is still owing; (xxv) any Contract relating to capital expenditure obligations which exceed $100,000 in the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of aggregate; and (xxvi) any Contract to enter into any of the Target and its Subsidiaries; orforegoing. (xiib) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have delivered Company has made available to the Buyer a Parent true, correct and complete copy copies (including all amendments and supplements thereof) of each written agreement listed Material Contract. Each Material Contract constitutes a legal, valid and binding obligation in SCHEDULE 4(p) attached hereto and a written summary setting forth the accordance with its terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With with respect to the applicable member of the Company Group and, to the Knowledge of the Company, each such agreement: (A) other Person party thereto, in each case subject to the agreement Remedies Exception. Each Material Contract is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation and no Material Contract has been terminated, and no member of the transactions contemplated hereby; (C) no Company Group or, to the Knowledge of the Company, any other Person party thereto, is in material breach or default, material default thereunder and no event has occurred which with respect to the applicable member of the Company Group or, to the Knowledge of the Company, any other Person party thereto, that with notice or lapse of time or both, would reasonably be expected to constitute a material breach or defaultmaterial default of a Material Contract or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation or to a loss of any benefit under, or permit terminationin any manner release any party thereto from any obligation under, modification, or acceleration, under the agreement; and (Dany such Material Contract. Except as set forth in Section 2.11(b) no party has repudiated any provision of the agreementDisclosure Schedule, there has been no cancellation, non-renewal, expiration or modification of any Material Contract that is materially adverse to any member of the Company Group, and to the Knowledge of the Company, no Person has threatened in writing any cancellation, non-renewal, expiration or modification of any Material Contract.

Contracts. SCHEDULE 4(p) attached hereto lists Section 4.13 of the Company Disclosure Schedules sets forth a complete and accurate list of all of the following contracts and other agreements Contracts to which any Company Entity is a party or by which it is bound as of the Target date hereof (each Contract, and its Subsidiaries is each Company IP Agreement, a party“Material Contract” and collectively, the “Material Contracts”), as well as the applicable subsection to which such Material Contract corresponds: (ia) each Contract (excluding ordinary course purchase orders) with consideration paid or payable to the Company Entities of more than $1,000,000, in the aggregate, over any agreement 12-month period; (b) each Contract (excluding ordinary course purchase orders) with Suppliers to the Company Entities, including those relating to the design, development, manufacture or group sale of the Company Products, for expenditures paid or payable by the Company Entities requiring payment obligation of an amount equal to or greater than $1,000,000 over any 12-month period; (c) all Contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company Entities or income or revenues related agreementsto any Company Product to which any Company Entity is a party pursuant to which a Company Entity has paid an amount equal to or greater than $250,000 over any 12-month period; (d) Contracts for the lease sale of personal property to or from any Person providing for lease payments of the assets of any Company Entity with a value in excess of $10,000 per annum; (ii) any agreement (250,000 individually or group of related agreements) for $500,000 in the purchase or sale of raw materialsaggregate, commodities, supplies, products, or other personal propertythan in the Ordinary Course, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss grant to any Person of any preferential rights to purchase any of such assets other than in the Target and its SubsidiariesOrdinary Course; (e) Contracts for joint ventures, partnerships, sharing of profits, collaboration, co-promotion, commercialization or involve consideration research or development Contract; (f) Contracts evidencing Indebtedness in excess of $10,000; 250,000 (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, whether incurred, assumed, guaranteed or guaranteed secured by any indebtedness for borrowed moneyasset) and any pledge agreements, security agreements or other collateral agreements in which a Company Entity granted to any capitalized lease obligation, person a security interest in excess of $10,000 or under which it has imposed a Security Interest lien on any of its assetsthe property or assets of a Company Entity, tangible and all agreements or intangibleinstruments guarantying the debts or other obligations of any person; (vg) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (x) any agreement Contract under which it any Company Entity has advanced or loaned any amount to any of its directorsmanagers or executive officers and such advance or loan remains outstanding; (h) any Contract imposing any restriction on the right or ability of any Company Entity (or that would purport to limit the freedom of Buyer or the Company Entity following the Closing): (A) to engage in any business practices, (B) to compete with any other Person or to engage in any line of business, market or geographic area, or to sell, license, manufacture or otherwise distribute any of its technology or products, or from providing services, to customers or potential customers or any class of customers, in any geographic area, during any period of time, or in any segment of the market; (C) to solicit employment of, or hire, any potential employees, consultants or independent contractors, in any case solely to the extent that such restrictions materially limit the Company’s ability to obtain qualified employees, consultants or independent contractors; (D) to acquire any product, property or other asset (tangible or intangible), or any services, from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person or (E) to develop or distribute any Company product or Intellectual Property; (i) any Contract between any Company Entity, on the one hand, and any of its members of the board of managers, officers, and employees outside or members on the Ordinary Course other hand (excluding agreements relating solely to the granting or issuance of BusinessUnits or Options); (xij) any agreement under which Contract (A) governing the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operationsterms of, or future prospects otherwise related to, the employment, engagement or services of any current director, manager, officer, employee, Contingent Worker or other service provider of the Target and its Subsidiaries; Company Entities whose annual base salary (or (xii, in the case of an independent contractor, annual base compensation) any other agreement (or group of related agreements) the performance of which involves consideration is in excess of $10,000250,000, or (B) providing for any payments that may be triggered in connection with the Transactions; (k) any Contract between any Company Entity, on the one hand, and any Governmental Entity, on the other hand; (l) all Contracts under which a Company Entity has agreed to purchase goods or services from a vendor, Supplier or other person on a preferred supplier or “most favored supplier” basis; and (m) collective bargaining agreements. The Sellers have delivered Except as set forth in Section 4.13 of the Company Disclosure Schedules, each Material Contract is valid, binding and enforceable on the applicable Company Entity in accordance with its terms and, to the Buyer a correct and complete copy of Company’s Knowledge, each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceableother party thereto, and is in full force and effect; , subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (Bregardless of whether such enforceability is considered in a proceeding in equity or at law) (the agreement will continue “General Enforceability Exceptions”). No Company Entity, nor to be legalthe Company’s Knowledge, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no any other party thereto is in breach of or defaultdefault under in any material respect, and or has provided or received any written or, to the Company’s Knowledge, oral notice of any intention to terminate, any Material Contract. To the Company’s Knowledge, as of the date hereof, no event or circumstance has occurred which that, with notice or lapse of time or both, would constitute a breach or defaultan event of default in any material respect under any Material Contract by the Company Entity party thereto. Complete and correct copies of each Material Contract (including all modifications, or permit termination, modification, or acceleration, under the agreement; amendments and (Dsupplements thereto) no party has repudiated any provision of the agreementhave been made available to Parent.

Contracts. SCHEDULE 4(pSection 3(p) attached hereto of the Disclosure Schedule lists the --------- following contracts and other agreements related to the OPD Valve to which any of the Target and its Subsidiaries Bison is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 2,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its SubsidiariesBison, or involve consideration in excess of $10,0002,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 2,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition;; and (vi) any agreement with involving any of the Sellers Seller Members and their Affiliates (other than the Target and its SubsidiariesSellers); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)License Agreement. With respect to each such agreementthe License Agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreementLicense Agreement; and (DB) no party has repudiated any provision of the agreementLicense Agreement; and (C) other than the sublicenses to the manufacturers set forth in Schedule 3 (m)(iii); Neither Seller has granted any sublicense or similar right with respect to the License Agreement.

Contracts. SCHEDULE 4(p) attached hereto Section 4.l7 of the Cogent Disclosure Schedule lists the following contracts contracts, agreements, commitments and other agreements arrangements currently in effect to which Cogent is a party or by which Cogent or any of the Target and its Subsidiaries assets is a partybound: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 12,000 per annum; (iib) except for purchase orders issued in the Ordinary Course of Business, any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, year or involve involves consideration in excess of $10,00050,000; (iiic) any agreement for the purchase of supplies, components, products or services from single source suppliers, custom manufacturers or subcontractors the performance of which will extend over a period of more than one year or involves consideration in excess of $50,000; (d) any agreement concerning a partnership or joint venture; (ive) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, money or any capitalized lease obligation, obligation in excess of $10,000 50,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (vf) any agreement concerning confidentiality confidentiality, noncompetition or noncompetitionrestraint of trade; (vig) any agreement with any Cogent shareholder or any of the Sellers and their such shareholder's Affiliates (other than the Target and its Subsidiaries)Cogent) or with any Affiliate of Cogent; (viih) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiii) any collective bargaining agreementagreements; (ixj) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefitsbasis; (xk) any agreement under which it Cogent has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xil) any other agreement under which the consequences of a default or termination could have a material adverse effect Material Adverse Effect on the businessCogent; (m) any agreement with any original equipment manufacturer involving consideration in excess of $100,000; (n) any agreement pursuant to which Cogent is obligated to provide maintenance, financial conditionsupport or training for its products; (o) any standard form agreement used by Cogent, operationsincluding, results but not limited to, any purchase order, statement of operationsstandard terms and conditions of sale, or future prospects of employment offer letter; (p) any agreement pursuant to which any of the Target and its SubsidiariesCogent's products is manufactured; orand (xiiq) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,00050,000 or which is expected to continue for more than six months from the date hereof. The Sellers have Cogent has delivered to the Buyer Adaptec a correct and complete copy of each written agreement listed in SCHEDULE 4(pSection 4.17 of the Cogent Disclosure Schedule (as amended to date) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Section 4.17 of the Cogent Disclosure Schedule. With Except as set forth on Section 4.17 of the Cogent Disclosure Schedule, with respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effecteffect in all respects in accordance with its terms; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in breach or default, and no event has occurred occurred, which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (DC) no party has repudiated any provision of the agreement.;

Contracts. SCHEDULE 4(p3(n) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which Triant Holdings or any of the Target and its Subsidiaries is a partyparty that relate to any of the Acquired Assets or the Key Employees: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 USD$5,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one 1 year, result in a material loss to Triant Holdings or any of the Target and its Subsidiaries, or involve consideration in excess of $10,000USD$5,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 USD$5,000 or under which it has imposed a Security Interest Lien on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetitionnon-competition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiivii) any collective bargaining agreement; (ixviii) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 USD$50,000 or providing severance benefits; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xix) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, Material Adverse Effect; (xi) any agreement under which Triant Holdings or future prospects of any of its Subsidiaries has advanced or loaned any other Person amounts in the Target and its Subsidiariesaggregate exceeding USD$25,000; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000USD$25,000. The Sellers have Triant Holdings has delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p§3(n) attached hereto of the Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)§3(n) of the Disclosure Schedule. With Except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court, with respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in §2 above); (C) no party is in breach or default, and no event has occurred which that with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(p(a) attached hereto lists Except as set forth on Schedule 4.10(a) of the following contracts and other agreements to which Disclosure Schedules, as of the date of this Agreement, none of the Company, Akos or any of the Target and its Subsidiaries is a partytheir respective Subsidiaries: (i) has any employment, change of control, or severance agreements with any of its employees, officers or directors (other than an agreement (setting forth an employment-at-will relationship without liability to the Company, Akos or group any of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annumtheir respective Subsidiaries upon termination thereof); (ii) has any agreement (currently effective collective bargaining or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, union agreements or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss collective bargaining agreement with respect to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000employees; (iii) is a party to an agreement that restricts it from competing with any agreement concerning a partnership Person or joint venturefrom carrying on its business anywhere in the world; (iv) to the Knowledge of Seller, is a party to any agreement (contract that contains an “exclusivity” or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangiblesimilar provision; (v) is a party to any lease or agreement concerning confidentiality under which it is lessee of any real or noncompetitionpersonal property owned by any other party, for which the annual rental exceeds $50,000; (vi) is a party to any agreement contract with any employee, officer or director of the Sellers and Company, Akos or any of their Affiliates respective Subsidiaries (other than the Target and its SubsidiariesEmployee Plans); (vii) is a party to any profit sharingcontract with any customer or supplier having an annualized spend with respect to the twelve (12) month period ended September 30, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for 2012 in excess of (A) £50,000 with respect to the benefit of its current or former directors, officers, Akos Business and employees(B) $250,000 with respect to the ClinForce Business; (viii) is a party to any collective bargaining agreementcontract relating to a capital expenditure or for the purchase of any equipment, materials, supplies or services in excess of $150,000; (ix) is a party to any agreement for the employment of any individual on a full-timejoint venture, part-time, consultingpartnership, or other basis providing annual compensation in excess arrangement involving a sharing of $10,000 or providing severance benefitsprofits; (x) is a party to any agreement contract (or group of related contracts) under which it has advanced the Company, Akos or loaned any amount to any of its directorstheir respective Subsidiaries has created, officersincurred, and employees outside the Ordinary Course of Businessassumed or guaranteed any Indebtedness; (xi) is a party to any agreement contract under which any other Person has provided a guarantee on any Indebtedness of the Company, Akos or any of their respective Subsidiaries; (xii) is a party to any contract under which the consequences of a default or termination could would be reasonably likely to have a Material Adverse Effect; (xiii) is a party to any contract not wholly on an arm’s length basis in the ordinary and usual course of business; (xiv) is a party to any material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any contract which can be terminated by another party thereto as a result of the Target and its Subsidiariestransactions contemplated by this Agreement; or (xiixv) is a party to any other agreement (contract relating to any Intellectual Property used or group of related agreements) held for use in connection with the performance of which involves consideration in excess of $10,000Business. The Sellers have delivered agreements, documents and instruments set forth on Schedule 4.10(a) of the Disclosure Schedules are referred to the herein as “Material Contracts.” Seller has made available to Buyer a correct true and complete copy copies of each written agreement listed in SCHEDULE 4(pMaterial Contract, including any amendments or supplements thereto. (b) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement Each Material Contract is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation and none of the transactions contemplated hereby; (C) no party Company, Akos or any of their respective Subsidiaries is in default under or in breach of any Material Contract that would reasonably be expected to result in a Material Adverse Effect. Except as described on Schedule 4.10(a) of the Disclosure Schedules or as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the Knowledge of Seller, there is no default or breach or defaultwritten claim of default or breach by any other party under, and or dispute in writing regarding the material terms of, any Material Contract, and, to the Knowledge of Seller, no event has occurred which with the passage of time or the giving of notice or lapse of time both would constitute a material default or breach by the Company, Akos or defaultany of their respective Subsidiaries or, the Knowledge of Seller, by any other party under any Material Contract or would permit termination, modification, modification or acceleration, under acceleration of any Material Contract or constitute a similar event permitting the agreement; and (D) no party has repudiated any provision termination of the agreementCompany, Akos or any of their respective Subsidiaries’ rights under any such Material Contract.

Contracts. SCHEDULE 4(p(a) attached hereto lists Section‎ 4.13(a) of the Disclosure Schedule sets forth a correct and complete list of the following contracts and Contracts (including any amendment, supplement or modification (whether written or verbal) thereto) (other agreements than Employee Plans) to which the Company or any of the Target and its Subsidiaries is a party:party or bound, in each case pursuant to which the Company, its applicable Subsidiary or any other party thereto has any continuing obligation (each, as amended, supplemented or modified to date, a “Material Contract”): (i) any agreement (each Real Property Lease and each other Contract pursuant to which the Company or group of related agreements) for the lease of its applicable Subsidiary currently leases or subleases real or personal property to or from any Person providing Person, in each case, for lease payments in excess rent amounts of more than $10,000 250,000 per annum; (ii) any agreement each Contract (or group of related agreementsA) for employment of any officer or individual employee of the purchase Company or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, Subsidiaries on a full-time or involve consideration part-time basis providing annual cash compensation in excess of $10,000150,000 (other than offer letters that are not required to be disclosed on Section‎ 4.11(a) of the Disclosure Schedule), or (B) for the engagement of any consultant or other service provider of the Company or any of its Subsidiaries which (I) provides for annual cash compensation in excess of $150,000 or (II) is not terminable on thirty (30) days’ notice or less without material liability; (iii) any agreement concerning a partnership or joint venture[INTENTIONALLY OMITTED]; (iv) each collective bargaining agreement, labor contract or other written agreement or arrangement with any labor union or any employee organization or contract, agreement (or group of related agreements) under which it has createdarrangement with a professional employer organization, incurredco-employer organization, assumedhuman resources or benefits outsourcing entity, or guaranteed any indebtedness for borrowed money, similar vendor or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangibleprovider; (v) each Contract providing for severance or other post-termination compensation payment in excess of $150,000 to any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharingofficer, stock option, stock purchase, stock appreciation, deferred compensation, severanceindividual employee, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual Person on a full-time, part-time, consulting, consulting or other basis providing which has any outstanding payment obligation or which is not terminable on less than thirty (30) days’ notice; (vi) each Contract (other than purchase orders and invoices entered into by the Company or its applicable Subsidiary in the Ordinary Course of Business) that involves future payments, performance of services or delivery of goods or materials to or by the Company or its applicable Subsidiary of any amount or value reasonably expected to exceed $250,000 in the current fiscal year or the next fiscal year; (vii) each Contract related to material Intellectual Property owned or licensed by the Company or any of its Subsidiaries, including (A) Contracts by which any material Intellectual Property is licensed by or to the Company or any of its Subsidiaries or that involves annual compensation individual license or maintenance fees in excess of $10,000 500,000 and (B) co-existence, concurrent use, and consent to use Contracts (excluding Licenses for Generally Commercially Available Software and non-exclusive licenses granted to customers, contractors or providing severance benefitsservice providers of the Company or any of its Subsidiaries in the Ordinary Course of Business); (viii) each joint venture or partnership with a third party, including any Contract involving the sharing of the Company’s and/or its Subsidiaries’ profits with such third party; (ix) each Contract that prohibits the Company or any of its Subsidiaries from competing in any line of business or in any geographic area or with any Person or that restricts the Company’s or one of its Subsidiary’s ability to (A) purchase or deliver any products or services, (B) solicit or hire any person as an employee (excluding any agreements relating primarily to confidentiality or nondisclosure which are entered into by the Company or such Subsidiary in the Ordinary Course of Business) or (C) charge certain prices pursuant to a “most-favored nation” or similar clause; (x) any agreement under which it has advanced each Contract set forth or loaned any amount required to any be set forth on Section ‎ 4.18 of its directors, officers, and employees outside the Ordinary Course of BusinessDisclosure Schedule; (xi) any agreement under Contract pursuant to which the consequences of a default Company or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of its Subsidiaries has granted or otherwise permitted to exist a Lien (other than any Permitted Lien) on any material asset or group of assets of the Target and its Subsidiaries; orCompany; (xii) each settlement, conciliation or similar Contract (A) with any other agreement Governmental Entity or (B) pursuant to which the Company or group any of related agreements) its Subsidiaries has any outstanding obligation after the performance date of which involves consideration this Agreement in excess of $10,000. The Sellers have delivered 100,000; (xiii) each Contract with a Third Party Payor from which the Company has received reimbursement in excess of $250,000 in any twelve (12) month period; (xiv) each Contract with a Referral Source involving payment in excess of $250,000; (xv) each Contract with any Material Customer or Material Supplier (other than purchase orders entered into by the Company or its applicable Subsidiary in the Ordinary Course of Business); (xvi) involving acquisitions or dispositions (in each case whether by merger, purchase or sale of assets or stock or otherwise) by the Company or any of its Subsidiaries of any company (or a material portion of its assets), business or line of business, (A) entered into since December 31, 2016 or (B) as to which the Company or any of its Subsidiaries has any continuing payment obligations or any material indemnification or other material obligations; (xvii) each Contract under which the Company or any of its Subsidiaries has made advances or loans to another Person in excess of $100,000; and (xviii) each Contract relating to the Buyer voting or control of equity securities, preemptive rights, registration rights, transfer restrictions, information rights, preferential purchase rights, tag-along rights, or drag-along obligations, in each case, relating to securities of the Company or any of its Subsidiaries (other than wholly-owned Subsidiaries) or the holders of any such securities; 48 (xix) each Contract governing the terms of any Indebtedness or any guaranty in respect thereof. (b) The Company has provided Parent with a correct true and complete copy of each Material Contract, together with all amendments, waivers or other changes thereto, and in the case of any oral contract that is also a Material Contract, a true and complete written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth description of the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)thereof. With respect to each Material Contract, (i) such agreement: Material Contract is the legal and valid obligation of the Company or its applicable Subsidiary party thereto, enforceable against such Person in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions, (Aii) to the agreement Knowledge of the Company, such Material Contract is legalthe legal and valid obligation of each other party thereto, validenforceable against such Person in accordance with its terms, binding, enforceableexcept as enforceability may be limited by the Enforceability Exceptions, and (iii) such Material Contract is in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following neither the consummation Company nor its applicable Subsidiary party thereto, nor, to the Knowledge of the transactions contemplated hereby; (C) no Company, any other party thereto, is in material breach or default, default thereunder and no event has occurred which or circumstance exists which, with notice or lapse the delivery of notice, the passage of time or both, would constitute such a breach or default, default or permit termination, modification, the termination or acceleration, acceleration of any payment under any such Material Contract. (c) The ability of the Company to perform all obligations required to be performed by it under the agreement; and (D) no party Material Contracts has repudiated not been materially limited or adversely affected by or as a result of COVID 19 or any provision COVID 19 Measure in any material respect. To the Knowledge of the agreementCompany, the ability of each other party to each Material Contract to perform all obligations required to be performed by it under the applicable Material Contracts has not been materially limited or adversely affected by or as a result of COVID-19 or any COVID 19 Measure in any material respect.

Contracts. SCHEDULE 4(pSection 3(j) attached hereto lists of the Disclosure Schedule contains a list of the following contracts documents and written or oral agreements (other agreements than Financing Documents) in effect as of the date hereof to which any of the Target and its Subsidiaries Business is a party:party (correct and complete copies of which have been delivered to the Buyer): (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services), the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve involves consideration in excess of $10,00025,000 in a given year or $100,000 over the term of the agreement; (iiiii) any agreement concerning a partnership or joint ventureventure to which the Division is a party; (iviii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 obligation or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (viv) any agreement concerning confidentiality or noncompetitionnoncompetition by the Business; (v) any collective bargaining agreement; (vi) any agreement to pay any portion of the interest, yield or spread payable with respect to any of the Sellers and their Affiliates Financial Assets to third parties; (vii) any commitment letter or similar document which has not yet been funded or terminated in full; (viii) any agreement concerning confidentiality (other than the Target and its Subsidiariesagreements entered into with borrowers or potential borrowers with respect to Aircraft Loans or Franchise Loans); (viiix) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, severance or other material plan or arrangement for the benefit of its the current or former directors, officers, officers and employeesemployees of either of the Divisions; (viii) any collective bargaining agreement; (ixx) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default it has been advanced or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of loaned any amount to any of the Target directors, officers and its Subsidiariesemployees of the Division outside of the Ordinary Course of Business; or (xii) any other agreement (or group of related agreements) the performance or non-performance of which involves consideration in excess could reasonably be expected to be material to either of $10,000. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Divisions. With respect to each such agreement, to the Knowledge of Sellers, as of the date hereof: (A) the agreement is legalvalid and enforceable in accordance with its terms in all material respects, validsubject to limitations as to enforceability which might result from bankruptcy, bindinginsolvency, enforceablemoratorium, and in full force other similar laws affecting creditor's rights generally and effectsubject to the effect of public policy and general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (collectively, "Enforceability Exceptions"); (B) the agreement will continue to be legal, valid, binding, enforceablevalid and enforceable to the same extent as described in clause (A), and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(p(a) attached hereto lists the following contracts Sellers have delivered or made available to Buyer true and other agreements to which any of the Target and its Subsidiaries is a partycomplete copies, of: (i) any agreement (each Applicable Contract that involves performance of services or group delivery of related agreements) for the lease goods or materials by one or more Acquired Companies of personal property to an amount or from any Person providing for lease payments value in excess of $10,000 per annum50,000; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the each Applicable Contract that involves performance of which will extend over a period services or delivery of goods or materials to one or more than Acquired Companies of an amount or value in excess of $50,000; (iii) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration more Acquired Companies in excess of $10,000; (iiiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of or any agreement concerning a partnership leasehold or joint ventureother interest in, any real property; (ivv) each licensing agreement or other Applicable 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 agreement of the Intellectual Property Assets; (or group vi) each joint venture, partnership and other Applicable Contract (however named) involving a sharing of related agreements) under which it has createdprofits, incurredlosses, assumedcosts, or guaranteed liabilities by any indebtedness Acquired Company with any other Person and that involves expenditures or receipts of one or more Acquired Companies in excess of $10,000; (vii) each Applicable Contract containing covenants that in any way purport to restrict or limit the freedom of any Acquired Company to engage in any line of business or to compete with any Person; (viii) each Applicable Contract for borrowed moneycapital expenditures in excess of $25,000; (ix) each written warranty, guaranty, and or any capitalized lease obligation, other similar undertaking with respect to contractual performance involving obligations in excess of $10,000 or under which it has imposed a Security Interest on extended by any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (Acquired Company other than the Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xix) each guaranty for price reductions with respect to contractual performance extended by any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of Acquired Company to any of the Target customer and its Subsidiaries; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration involving obligations in excess of $10,000. The Sellers have delivered ; and (xi) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth on SCHEDULE 3.19(b) to this Agreement: (i) no Seller (and no Related Person of any Seller) has or may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any Contract that relates to the Buyer a correct business of, or any of the assets owned or used by, any Acquired Company; and (ii) to the Knowledge of Sellers and complete copy the Acquired Companies, no officer, director, agent, employee, consultant or contractor of each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth any Acquired Company is bound by any Contract that purports to limit the terms and conditions ability of each oral agreement referred such officer, director, agent, employee, consultant or contractor to in SCHEDULE 4(p). With respect to each such agreement: (A) engage in or continue any conduct, activity or practice relating to the agreement is legalbusiness of any Acquired Company, valid, binding, enforceable, and in full force and effect; or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement or discovery. (c) The Contracts relating to the agreement will continue sale, design, manufacture or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. (d) Except as set forth on SCHEDULE 3.19(d) to be legalthis Agreement or in any other Schedule to this Agreement, valid, binding, enforceable(i) each of the Applicable Contracts described in Section 3.19 (a) constitutes a valid and binding obligation of, and is in full force and effect on identical terms following with respect to, each Acquired Company that is a party thereto, (ii) to the consummation Knowledge of Sellers, each of the transactions contemplated hereby; Applicable Contracts described in Section 3.19 (Ca) no party constitutes a valid and binding obligation of, and is in full force and effect with respect to, each other party thereto, (iii) none of the Contemplated Transactions will, with the passage of time or the giving of notice or both, result in a breach of or default under any of the Applicable Contracts described in Section 3.19(a), (iv) each of the Acquired Companies has fulfilled and performed in all material respects its respective obligations under each Applicable Contract described in Section 3.19(a) to which it is a party and no Acquired Company is in, or to the Knowledge of Sellers, alleged to be in, breach or defaultdefault under, nor is there, or to the Knowledge of Sellers is there alleged to be, any basis for termination of, any Applicable Contract described in Section 3.19(a), (v) to the Knowledge of Sellers, no other party to any of the Applicable Contracts described in Section 3.19(a) is in material breach of or default under any such Applicable Contract, and no event has occurred which and no condition or state of facts exists that, with the passage of time or the giving of notice or lapse of time both, would constitute such a material breach or defaultdefault by any such other party, or permit termination, modification, or acceleration, under the agreement; and (Dvi) no party has repudiated Acquired Company is currently paying liquidated damages in lieu of performance under any provision of the agreementApplicable Contract described in Section 3.19(a).

Contracts. SCHEDULE 4(pParagraph 3(n) attached hereto of the Company's Disclosure Letter lists the following contracts and other agreements to which any of the Target and its Subsidiaries Company is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 50,000.00 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materialsinventory, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its SubsidiariesCompany, or involve consideration in excess of $10,00050,000.00 (alone or in the aggregate); (iii) any agreement concerning a partnership or joint ventureventure in which the Company or any of its Subsidiaries is a partner or joint venturer; (iv) any agreement (or group of related agreements) under which it the Company has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 50,000.00 (alone or in the aggregate), or under which it the Company has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetitionnon- competition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its the Company's current or former directors, officers, officers and employees; (viiivii) any collective bargaining agreement; (ixviii) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $10,000 50,000.00 (alone or in the aggregate) or providing severance benefits; (xix) any agreement under which it the Company has advanced or loaned any amount to any of its directors, officers, officers and employees outside the Ordinary Course of Business; (xix) any agreement under which the consequences of a default or termination of which could have a material adverse effect Material Adverse Effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its SubsidiariesCompany; or (xiixi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,00050,000.00 (alone or in the aggregate). The Sellers have Company has delivered to the Buyer Purchaser a correct and complete copy of each written agreement listed in SCHEDULE 4(pParagraph 3(n) attached hereto of the Company's Disclosure Letter (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Paragraph 3(n) of the Company's Disclosure Letter. With respect to each such agreement: agree- ment, to the best of the Company's Knowledge: (A1) the agreement is legal, valid, binding, enforceable, enforceable and in full force and effect; (B2) the agreement will continue to be legal, valid, binding, enforceable, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C3) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, modification or acceleration, under the agreement; and (D4) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(pSection 3(o) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries Seller is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 100,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 100,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of involving the Sellers and their Affiliates (other than the Target and Seller and/or its Subsidiaries)Affiliates; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 100,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could have a material an adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its SubsidiariesSeller; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000100,000. The Sellers have Seller has delivered to the Buyer Purchaser a correct and complete copy of each written agreement listed in SCHEDULE 4(pSection 3(o) attached hereto of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Section 3(o) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effecteffect in all material respects; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated herebyClosing; (C) no party is in breach or default, and no event has occurred which that with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(p(a) attached hereto lists Schedule 2.14(a) contains a true, complete and correct list of all agreements, contracts and commitments of the following contracts and other agreements types to which any Company Group member is a party or by which any of the Target and its Subsidiaries is a party:assets of the Company Group members are bound or affected (collectively, the "Contracts"): (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materialsnote, commoditiesmortgage, supplies, products, indenture or other personal property, obligation or agreement or other instrument for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligationobligations, in excess or any guarantee of third-party obligations, of more than $10,000 25,000 individually, or under which it the Seller or any Company Group member has imposed a Security Interest Lien on any of its the Company Group's assets, tangible or intangible, other than Permitted Liens; (ii) joint venture or partnership agreements or any other agreements or arrangements including a sharing of profit or loss or that are treated as partnerships for Tax purposes; (iii) contracts (excluding individual purchase orders not involving amounts in excess of $25,000) for the purchase by any Company Group member of materials, supplies, products or services, and contracts (excluding individual purchase orders not involving amounts in excess of $25,000) for the sale or provision by any Company Group member of materials, supplies, products or services (including, without limitation, distribution and marketing agreements), in each case, (x) not terminable by the Company Group member on notice of 60 days or less without penalty, and (y) under which the amount that would reasonably be expected to be paid or received by a Company Group member exceeds $25,000 per annum or $100,000 in the aggregate during the entire term of such contract; (iv) contracts prohibiting, restricting or otherwise limiting the ability of any Company Group member to compete with any Person, engage in any business or operate in any geographical area; (v) stock purchase agreements, asset purchase agreements and other acquisition or divestiture agreements relating to the acquisition, lease or disposition by the Company Group of material assets and properties or any agreement concerning confidentiality capital stock or noncompetitionother equity interest of the Company Group, in each case (x) which was entered into by any Company Group member after January 1, 2000, or (y) under which any Company Group member has any continuing indemnification obligations; (vi) any agreement with any of the Sellers and their Affiliates (contract entered into other than in the Target and its Subsidiaries)ordinary course of business involving aggregate payments reasonably expected to be in excess of $25,000 to be made by or to any Company Group member after the date of this Agreement; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit contracts that involve making capital expenditures in excess of its current or former directors, officers, and employees$25,000; (viii) employment, consulting, severance, retention, change of control or termination agreements, or any collective bargaining agreementagreements with an officer, director or stockholder; (ix) any agreement for the employment of any individual on a full-timestock option, part-timeshare purchase, consultingprofit sharing, pension, retirement, deferred compensation, bonus or other basis providing annual incentive compensation in excess contracts, plans or arrangements available to the Company Employees or otherwise relating to the respective businesses of $10,000 or providing severance benefitsthe Company Group members; (x) collective bargaining agreements with any agreement under which it has advanced labor unions or loaned associations representing employees of any amount to any of its directors, officers, and employees outside the Ordinary Course of BusinessCompany Group member; (xi) any agreement under which the consequences leases with respect to Leased Real Property or leases of personal property with an annual base rental obligation of more than $25,000 or a default or termination could have a material adverse effect on the business, financial condition, operations, results total remaining rental obligation of operations, or future prospects of any of the Target and its Subsidiaries; ormore than $50,000; (xii) IP License Agreements; and (xiii) agreements between any member of the Company Group and Seller or any Affiliate of Seller (other agreement than another Company Group member), except for those agreements related to inconsequential matters. (b) The Seller has furnished or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have delivered made available to the Buyer a Purchaser true, complete and correct and complete copy copies of each the written agreement listed in SCHEDULE 4(pContracts (or, where applicable, representative forms thereof) attached hereto and a written summary setting forth the terms and conditions description of each oral agreement referred to Contract, as in SCHEDULE 4(p). With respect to each such agreement: effect on the date of this Agreement. (Ac) the agreement Each Contract is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation and is a legal, valid, binding and enforceable obligation of the transactions contemplated hereby; (C) no Company Group member that is a party thereto and, to the Knowledge of the Seller, each other party thereto. No Company Group member, nor, to the Knowledge of the Seller, any other party to such Contract, is in material breach of or defaultin default under, and and, to the Knowledge of Seller, no event has occurred which with notice or lapse of time would constitute a breach or defaulttime, or both, would become a material breach of or a default under such Contract or permit the termination, modificationmodification or acceleration of any material obligations under any Contract. Except as set forth on Schedule 2.14(c), or accelerationno Company Group member or, under to the agreement; and (D) Knowledge of the Seller, no other party has repudiated any terms of any Contract, and there are no negotiations of, or attempts to renegotiate, or rights to renegotiate any amounts paid or payable by or to a Company Group member in progress, and no party has made any demand for such renegotiation. Except as set forth on Schedule 2.14(c), no Contract contains any provision providing that the other party may terminate such Contract as a result of the agreementconsummation of the transactions contemplated by this Agreement.

Contracts. SCHEDULE 4(p) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 1,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its SubsidiariesTarget, or involve consideration in excess of $10,0001,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 5,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetitionnon-competition except agreements concerning confidentiality entered into in the Ordinary Course of Business with customers providing Target confidential information or trade secrets; (vi) any agreement with any of the Sellers Seller and their his Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its SubsidiariesTarget, other than contracts for providing services to Target's customers which have been made available for inspection to Buyer; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. 10,000 other than contracts for providing services to Target's customers which have been made available for inspection to Buyer; The Sellers have Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE §:4(p) attached hereto of the Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE §:4(p)) of the Disclosure Schedule. With respect to each such agreementagreement to the best of Seller's Knowledge: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(pSection 4(m) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries HCC is a party: (i) any agreement (or group of related agreements) for the lease of personal property (other than capitalized lease obligations) to or from any Person providing for which obligates the lessee to make lease payments in excess of Twenty Five Thousand Dollars ($10,000 25,000) per annum; (ii) any agreements or contracts with customers, any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend extends over a period of more than one year, result in a material loss or which obligates either party to any of the Target and its Subsidiaries, or involve pay consideration in excess of Twenty Five Thousand Dollars ($10,00025,000); (iii) any agreement concerning creating or amending a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it HCC has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of Twenty Five Thousand Dollars ($10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible25,000); (v) any agreement concerning imposing upon HCC confidentiality or noncompetitionnoncompetition obligations other than standard provisions in contracts with HCC's customers; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries)Shareholder or his Affiliates; (vii) any profit sharing, stock option, stock purchase, phantom stock, stock appreciation, deferred compensation, supplemental unemployment retirement, pension, supplemental pension, severance, or termination pay, hospitalization, medical treatment, drug, life or other insurance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees;employees whether oral or written, formal or informal. (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing obligating HCC to pay annual compensation in excess of Twenty Five Thousand Dollars ($10,000 25,000) or providing severance benefitsbenefits in excess of Twenty Five Thousand Dollars ($25,000); (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; or (xiixi) any other agreement (or group of related agreements) the performance of which involves obligates either party to pay consideration in excess of Twenty Five Thousand Dollars ($10,00025,000). The Sellers have Seller has delivered to the Buyer a correct Kend▇▇ ▇ ▇orrect and complete copy of each written agreement listed in SCHEDULE 4(psection 4(m) attached hereto of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in SCHEDULE 4(p)section 4(m) of the Disclosure Schedule. With respect to each such agreement: (A) to the Knowledge of the Seller, the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) to the Knowledge of the Seller, the agreement (if assigned to the Purchaser) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) to the Knowledge of the Seller, no party is in material breach or material default, and no event has occurred which with notice or lapse of time would constitute a material breach or material default, or permit termination, modification, or acceleration, under the agreement; and (D) to the Knowledge of the Seller, no party has repudiated any provision of the agreement. Except as listed on section 4(m) of the Disclosure Schedule, HCC is not a party to any contract or agreement, relating to provision by HCC of services to any federal, state or local government, governmental agency or other governmental authority.

Contracts. SCHEDULE 4(p(a) attached hereto lists Excluding the Terminated Contracts and any Benefit Plans, Schedule 4.08 sets forth a list as of the date of this Agreement of the following contracts and other agreements Contracts to which any of the Target and its Subsidiaries either Company is a party:, by which the Purchased Assets may be bound (collectively, the “Material Contracts”): (i) any agreement Contracts for the future purchase, exchange or sale of electric power or ancillary services or fuel; (ii) Contracts for the future transmission of electric power or group fuel or for the storage of related agreementsfuel; (iii) interconnection and/or facilities joint use Contracts; (iv) other than Contracts of the nature addressed by Section 4.08(a)(i) - (ii), Contracts (A) for the lease sale of personal property any asset of a Company or (B) that grant a right or option to purchase any asset of a Company, other than in each case Contracts entered into in the ordinary course of business consistent with past practices relating to assets with a value of less than $500,000 individually or from any Person providing $2,000,000 in the aggregate; (v) other than Contracts of the nature addressed by Section 4.08(a)(i) - (ii), Contracts for lease the future provision of goods or services requiring payments in excess of $10,000 per annum1,000,000 for each individual Contract; (iivi) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) Contracts under which it a Company has created, incurred, assumed, assumed or guaranteed any outstanding indebtedness for borrowed money, or any capitalized lease obligationobligation or any other Indebtedness, in excess of $10,000 or under which it such Company has imposed a Security Interest security interest or Company Lien on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharingoutstanding agreements of guaranty, stock optionsurety or indemnification, stock purchasedirect or indirect, stock appreciation, deferred compensation, severanceby a Company, or other material plan by Seller or arrangement any Non-Company Affiliate for the benefit of its current or former directors, officers, and employeesa Company; (viii) Contracts with Seller or any Non-Company Affiliate relating to the future provision of goods or services; (ix) employment and consulting Contracts providing annual compensation in excess of $150,000 or providing severance benefits in excess of $150,000; (x) any collective bargaining agreement; (ixxi) any agreement for settlement, conciliation or similar Contract, the employment performance of any individual on a full-time, part-time, consulting, or other basis providing annual compensation which will involve payment after the execution of this Agreement of consideration in excess of $10,000 or providing severance benefits1,000,000; (xxii) any agreement Contract under which it a Company has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course ordinary course of Businessbusiness; (xixiii) outstanding futures, swap, collar, put, call, floor, cap, option or other Contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including electric power, fuel or securities; (xiv) Contracts that purport to limit a Company’s freedom to compete in any agreement under which line of business or in any geographic area; (xv) partnership, joint venture or limited liability company agreements; (xvi) Contracts conveying, granting, leasing or assigning an interest in real property to a Company (including the consequences Leases); (xvii) Contracts with Consolidated Edison for the purchase or sale of a default the Companies or termination could have a material adverse effect on the any business, financial condition, operations, results of operationsdivision, or future prospects operation of the Companies or any of Facilities or Real Property pursuant to which indemnification rights remain in favor of or against the Target and its Subsidiaries; orCompanies or any Non-Company Affiliates; (xiixviii) Contracts which require payment or increased obligations by or on behalf of the Companies or to any other agreement employees of the Companies as a result of the transactions contemplated by this Agreement; and (or group xix) Contracts for leases of related agreements) the performance of which involves consideration personal property involving annual payments in excess of $10,000. The Sellers have delivered to the 1,000,000. (b) Seller has provided Buyer a correct with, or access to, true and complete copy copies of each written agreement listed in SCHEDULE 4(pall Material Contracts and all Assigned Contracts. (c) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred Neither Company, and, to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legalSeller’s Knowledge, validno counterparty, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in breach default in the performance or defaultobservance of any term or provision of, and no event has occurred which which, with notice or lapse of time or action by a third party, would constitute result in such a breach default under any Contract to which either Company is a party or defaultby which either of them is bound or to which any of the Purchased Assets is subject, other than as would not, individually or permit terminationin the aggregate, modificationreasonably be expected to have a Material Adverse Effect. To Seller’s Knowledge, all Assigned Contracts and all other Material Contracts (and Contracts entered into after the Execution Date that would be Material Contracts if entered into prior to the Execution Date) are in full force and effect. Except as set forth on Schedule 4.08(c), to Seller’s Knowledge, no claims for indemnification are pending by or acceleration, against the Companies or any Non-Company Affiliate under the agreement; and (D) no party has repudiated any provision of the agreementConEd Agreement.

Contracts. SCHEDULE 4(p) Except for the contracts listed on Schedule 4.11 attached hereto lists the following contracts (true and other agreements complete copies of each of such contract having previously been furnished by MPG to which any of the Target ELC and its Subsidiaries Acquisition), MPG is not a partyparty to any: (ia) any agreement (or group of related agreements) contract for the lease purchase of personal property to inventory, materials or from supplies (except inventory, materials or supplies purchased in the ordinary course of business at market prices and in reasonable quantities) or equipment or any Person providing for lease payments capital item or items involving a consideration of more than $5,000 per contract or $25,000 in excess of $10,000 per annumthe aggregate; (iib) any agreement (or group contract not made in the ordinary and usual course of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000business; (iiic) any agreement concerning a partnership or joint venture; contracts with customers (iv) any agreement (or group except for purchase orders placed by customers in the ordinary course of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiariesbusiness); (viid) contract with any profit labor union or other labor organization; (e) employment, bonus, pension, profit-sharing, stock optionretirement, severance, stock purchase, stock appreciationhospitalization, deferred compensationlife, severanceaccident or medical insurance, or other material plan plans or arrangement agreements providing employee benefits of any kind for any of the benefit employees of its current or former directors, officers, and employeesMPG; (viii) any collective bargaining agreement; (ixf) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual basis; (g) any contract with any employee, officer, director or Shareholder of MPG relating to the present or future compensation or other benefits available to such person, any transaction between such person and MPG or otherwise; (h) any contract pursuant to which MPG made or will make loans or has or will have incurred debts or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to any undertaking of another; (i) licenses or franchises relating to the business of MPG; (j) lease of personal property to or from any person which (i) has a term, including renewal options exercisable by any other party thereto, ending more than 30 days after the date of this Agreement or (ii) provides for rent in excess of $10,000 or providing severance benefits5,000 during any 12 month period; (xk) any agreement under distributor or sales agency or advertising contract which it has advanced is not terminable by MPG without penalty upon notice of 30 days or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessless; (xil) contract continuing over a period of more than 30 days from the date hereof for the sale or purchase of goods or services; (m) contract not terminable by MPG without penalty within 30 days from the date of this Agreement; (n) contract terminable by any other party besides MPG; (o) contract of any nature which involves an unperformed commitment in excess of, or goods or services having a value in excess of, $5,000 individually or $25,000 in the aggregate (excluding any contracts covered by any other subsection of this Section 4.11); (p) any agreement under which contract regarding any lien, pledge, security interest or other encumbrance upon any Assets; (q) any contract involving any restrictions relating to MPG or its business with respect to (i) the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results geographical area of operations, scope or future prospects type of any business of the Target and its SubsidiariesMPG or (ii) confidentiality; or (xiir) any other agreement (contract, either written or group of related agreements) the performance of which involves consideration in excess of $10,000oral. The Sellers have delivered MPG has performed all material obligations required to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceablebe performed, and is not in full force and effect; (B) the agreement will continue material default, under any contract to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation which it is a party or by which it or its property is bound. As of the transactions contemplated hereby; (C) no party is Closing Date MPG shall have performed all material obligations and shall not be in breach or default, material default under any such contract and no event has occurred which with notice or lapse under any contract entered into between the date of time would constitute a breach or default, or permit termination, modification, or acceleration, under this Agreement and the agreement; and (D) no party has repudiated any provision of the agreementClosing Date.

Contracts. SCHEDULE 4(pParagraph 4(n) attached hereto of the Sellers' Disclosure Letter lists the following contracts and other agreements to which any of the Target and its Subsidiaries Association is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 25,000.00 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its SubsidiariesAssociation, or involve consideration in excess of $10,00025,000.00; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it the Association has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 25,000.00 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of either the Sellers and or their Affiliates (other than the Target and its SubsidiariesAssociation); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-full- time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 25,000.00 or providing severance benefits; (x) any agreement under which it the Association has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could have a material an adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its SubsidiariesAssociation; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: 25,000.00. (A1) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B2) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C3) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D4) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(pExcept as set forth in the SEC Documents or Section 3(n) attached hereto lists of the following contracts and other agreements to which Disclosure Schedule, neither Summit nor any of the Target and its Subsidiaries is a partyparty to: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 50,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venture; (iviii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 50,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (viv) any agreement concerning confidentiality or noncompetition; (viv) to Summit's Knowledge, any agreement with any holder (or Affiliate thereof) of the Sellers and their Affiliates (other than the Target and 5% or more of any class of securities of Summit or any of its Subsidiaries); (viivi) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employeesemployees or consultants that is not listed in Section 3(s) of the Disclosure Schedule; (viiivii) any collective bargaining agreement; (ixviii) any agreement for the employment (other than at-will employment) of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 50,000 or providing severance benefits; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside or consultants; (x) any agreement or license relating in whole or in part to the Intangible Property of Summit (including, without limitation, any agreement or license under which Summit has the right to use any Intangible Property owned or held by a third party) which is material to the business, financial condition or results of operations of Summit (other than standard licenses for software that is commercially available to the public in the Ordinary Course of Business); (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; orSummit Material Adverse Effect; (xii) any agreement pursuant to which material benefits accrue to the other party or parties to such contract as a result of the transactions contemplated by this Agreement, including, without limitation, rights of termination or modification of such agreements; (xiii) any agreement (or group of related agreements) the performance of which involves consideration payment to or by Summit or any of its Subsidiaries (individually or collectively) in excess of $10,00050,000 per annum, except for insurance policies issued by the Insurance Subsidiaries in the Ordinary Course of Business; or (xiv) any other material agreement not made in the Ordinary Course of Business. The Sellers have Summit has delivered to the Buyer Liberty a correct and complete copy of each written agreement listed in SCHEDULE 4(pSection 3(n) attached hereto of the Disclosure Schedule and a brief written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Section 3(n) of the Disclosure Schedule. With respect to each such agreementagreement and each agreement filed as a material contract with any SEC Documents: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement transactions contemplated hereby will continue not cause the agreement, to be legalillegal, validinvalid, non-binding, enforceable, and non-enforceable or not to be in full force and effect for the benefit of the Surviving Corporation on identical terms following immediately subsequent to the Effective Time and consummation of the such transactions contemplated hereby; (C) no party neither Summit, nor any of its Subsidiaries, nor, to Summit's Knowledge, any other party, is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; (D) neither Summit nor any of its Subsidiaries has delivered or received notice of a cancellation of or an intent to cancel such agreement; and (DE) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(pSection 4(0) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target Company and its Subsidiaries is a party: (i) i. any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 50,000 per annum; (ii) . any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target Company and its Subsidiaries, or involve consideration in excess of $10,00050,000; (iii) . any agreement concerning a partnership or joint venture; (iv) . any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 50,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) v. any agreement concerning confidentiality or noncompetition; (vi) . any agreement with the Seller or any of the Sellers and their his Affiliates (other than the Target Company and its Subsidiaries); (vii) . any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) . any collective bargaining agreement; (ix) . any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 50,000 or providing severance benefits; (x) x. any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) . any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and Company or its Subsidiaries; or; (xii) . any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,00050,000; and xiii. any agreement or arrangement pursuant to which the Company or any of its Subsidiaries acts as agent, general agent, master general agent, marketing agent or in a similar capacity for any insurance company. The Sellers have Seller has delivered or made available to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(pSection 4(o) attached hereto of the Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Section 4(o) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(p3(q) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries Seller is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, year or that would result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000Seller if terminated; (iii) any consignment agreement (executed or contemplated); (iv) any agreement concerning a partnership or joint venture; (ivv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (vvi) any agreement concerning confidentiality or noncompetition; (vivii) any agreement with involving any of the Sellers Stockholders and their Affiliates (other than the Target and its SubsidiariesSeller); (viiviii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiiix) any collective bargaining agreement; (ixx) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 50,000 or providing severance benefits; (xxi) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course ordinary course of Businessbusiness; (xixii) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, operations or results of operations, or future prospects of any operations of the Target and its SubsidiariesSeller; or (xiixiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000100,000, other than purchase orders for raw materials and supplies and contracts represented by accepted customer purchase orders for finished goods. The Sellers have delivered Seller has made available to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p'3(q) attached hereto of the Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)'3(q) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effecteffect against the Seller and, to the Seller's knowledge, against the third party thereto; (B) the agreement will continue Seller and, to be legalthe Seller's knowledge, validthe third party thereto, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is not in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (DC) no the Seller and, to the Seller's knowledge, the third party thereto has not repudiated any provision of the agreement.

Contracts. SCHEDULE 4(pSchedule 3.1(o) attached hereto lists the following contracts sets forth a complete and other agreements accurate list of all material Contracts to which any of the Target and its Subsidiaries Bona Vida is a partyparty or by which Bona Vida is subject, including the following: (i) the Organizational Documents of Bona Vida; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 25,000 per annum; (iiiii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will will: (A) extend over a period of more than one year, ; (B) result in a material loss to any of the Target and its Subsidiaries, Bona Vida; or (C) involve consideration in excess of $10,00025,000; (iiiiv) any agreement concerning a partnership or joint venture; (ivv) any material agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness Indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 25,000 or under which it has imposed a Security Interest security interest on any of its assets, tangible or intangible; (vvi) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (noncompetition other than with clients and vendors in the Target and its Subsidiaries)ordinary course of business; (vii) any profit sharing, stock unit option, stock unit purchase, stock unit appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former managers, directors, officers, and or employees; (viii) any collective bargaining agreement; (ix) any agreement other than on an employment-at-will basis for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits, if the amount payable after January 1, 2019 exceeds $50,000; (x) any agreement under which it has advanced or loaned any amount of money to any of its managers, directors, officers, and officers or employees outside the Ordinary Course ordinary course of Businessbusiness; (xi) any agreement under which the consequences of a default or termination could may have a material adverse effect Material Adverse Effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; orBona Vida; (xii) any agreement that provides for the indemnification by Bona Vida of any Person or the assumption of any Tax, environmental or other Liability of any Person; (xiii) any agreement that relates to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (xiv) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising agreements to which Bona Vida is a party; (xv) any agreement with any Governmental Authority to which the Company is a party; (xvi) any agreement that grants any right of first refusal, right of first offer, or similar right with respect to any material assets, rights or properties of Bona Vida; (xvii) any agreement that obligates Bona Vida to conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any third party, or upon consummation of the Merger will obligate Bona Vida or any Affiliates of Bona Vida to conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any third party; (xviii) any agreement that contains any provision that requires the purchase of all or a material portion of Bona Vida’s requirements for a given product or service from a given third party, which product or service is material to Bona Vida; (xix) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have 25,000; or (xx) Bona Vida has delivered to the Buyer BCC a correct and complete copy of each written agreement Contract listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(pon Schedule 3.1(o). With respect to each such agreementContract: (Ai) the agreement Contract is legal, valid, binding, enforceable, and in full force and effect; (Bii) Bona Vida has not received written notice from the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party counterparty that it is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (Diii) no party has repudiated any provision of such agreement or informed Bona Vida that it does not intend to renew such Contract; and (iv) no event of default, termination event, or material breach that, with notice or the agreementlapse of time or both, would result in an event of default or termination event (in each case as defined or referred to in such Contract) by Bona Vida or any other party thereto has occurred or has occurred and is continuing under any such Contract.

Contracts. SCHEDULE 4(pSection4(p) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annumPerson; (ii) any material agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000; (iii) any material agreement concerning a partnership or joint venture; (iv) any material agreement (or group of related agreements) under which it the Target has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it the Target has imposed a Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or noncompetition; (vi) any material agreement with any of the Sellers Seller and their its Affiliates (other than the Target and its SubsidiariesTarget); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its the Target's current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any material agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefitsbasis; (x) any agreement under which it the Target has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business;; or (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, operations or results of operations, or future prospects of any operations of the Target and its Subsidiaries; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000Target. The Sellers have Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(pSection4(p) attached hereto and a written summary setting forth of the terms and conditions of each oral agreement referred Disclosure Schedule (as amended to in SCHEDULE 4(pdate). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effecteffect in all material respects; (B) the agreement will continue Seller is not and, to be legalthe Seller's Knowledge no other party is, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and to the Seller's Knowledge no event has occurred which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (DC) the Target has not and, to the Seller's Knowledge, no other party has has, repudiated any material provision of the agreement.

Contracts. SCHEDULE 4(p(a) attached hereto lists Seller Disclosure Schedule 4.15 contains a true and complete listing of the following contracts and other agreements with respect to which any the ownership and operation of the Target and its Subsidiaries is Transferred Assets (each such contract or agreement being referred to herein as a party:“Material Contract”): (i) any Any natural gas gathering, transportation or storage agreement; (ii) Any agreement (or group of related agreementsagreements with the same Person) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 125,000 per annum; (iiiii) any Any agreement (or group of related agreementsagreements with the same Person) for the purchase or sale of raw materials, commodities, supplies, products, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss is reasonably expected to any of the Target and its Subsidiaries, or involve annual consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venture125,000; (iv) Any agreement concerning a partnership, joint venture, investment or other arrangement (A) involving a sharing of profits or losses relating to all or any portion of the Transferred Assets, or (B) requiring EQT Gathering, AVC or ▇▇▇▇▇ to invest funds in or make loans to, or purchase any securities of, another Person, venture or other business enterprise relating to the Transferred Assets; (v) Any agreement (or group of related agreementsagreements with the same Person) under which it has createdwith respect to the creation, incurredincurrence, assumedassumption, or guaranteed guaranteeing of any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) Any agreement that prohibits or otherwise materially limits the ability of an owner of the Transferred Assets to compete in any agreement material respect in any line of business or with any Person or in any material geographic area during any period of time after the Sellers and their Affiliates (other than the Target and its Subsidiaries)Closing; (vii) Any agreement by and among EQT Gathering, AVC, ▇▇▇▇▇ or any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, Affiliate (other than EQM and its Subsidiaries) to the extent applicable to the Transferred Assets and which individually involves annual revenues or other material plan or arrangement for the benefit payments in excess of its current or former directors, officers, and employees$125,000; (viii) any Any collective bargaining agreement; (ix) any agreement Any lease under which EQT Gathering, AVC or ▇▇▇▇▇ is the lessor or lessee of real property that provides for the employment an annual base rental to or from EQT Gathering, AVC or ▇▇▇▇▇ of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of more than $10,000 or providing severance benefits125,000; (x) any agreement under which it has advanced Any easement agreement, right-of-way agreement, license or loaned any amount to any permit involving an annual payment of its directors, officers, and employees outside the Ordinary Course of Businessmore than $125,000; (xi) any Any agreement that governs the use or development of Intellectual Property Assets (other than off-the-shelf software license agreements); (xii) Any agreement under which the consequences of a default or termination could would reasonably be expected to have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its SubsidiariesSeller Material Adverse Effect; or (xiixiii) any other Any agreement (or group of related agreementsagreements with the same Person) not enumerated in this Section 4.15, the performance of which by any party thereto involves consideration in excess of $10,000. The Sellers 125,000. (b) EQT Gathering and EQT Gathering Holdings have delivered made available to the Buyer EQM, EQM Gathering Opco, Equitrans Investments and/or Equitrans LP a correct and complete copy of each written agreement listed in SCHEDULE 4(pMaterial Contract. (i) attached hereto Each Material Contract, and a written summary setting forth each of the terms other Transferred Contracts, AVC Pipeline Contracts and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement ▇▇▇▇▇ Storage Contracts, is legal, validvalid and binding on and enforceable against EQT Gathering, bindingAVC or ▇▇▇▇▇, enforceableas applicable, and to the Knowledge of EQT Gathering and EQT Gathering Holdings, against the other parties thereto, and is in full force and effect; (Bii) the agreement will continue to be legalnone of EQT Gathering, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party AVC or ▇▇▇▇▇ is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by EQT Gathering, AVC or ▇▇▇▇▇ or permit termination, modification or acceleration under any Material Contract or under any of the other Transferred Contracts, AVC Pipeline Contracts or ▇▇▇▇▇ Storage Contracts; (iii) to the Knowledge of EQT Gathering and EQT Gathering Holdings, no other party to any Transferred Contract, AVC Pipeline Contract or ▇▇▇▇▇ Storage Contract is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by such other party, or permit termination, modificationmodification or acceleration under any Transferred Contract, AVC Pipeline Contract or acceleration▇▇▇▇▇ Storage Contract other than in accordance with its terms, under the agreement; and (D) no nor has any other party has repudiated any provision of any Transferred Contract, AVC Pipeline Contract or ▇▇▇▇▇ Storage Contract; and (iv) following the agreementconsummation of the transactions contemplated by this Agreement, each Material Contract and each of the other Transferred Contracts, AVC Pipeline Contracts and ▇▇▇▇▇ Storage Contracts will continue to be legal, valid and binding and in full force and effect on identical terms. (d) Except as set forth on Seller Disclosure Schedule 4.15, none of EQT Gathering, AVC or ▇▇▇▇▇ has given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Material Contract that continues to be unresolved.

Contracts. SCHEDULE 4(pSchedule 9(n) attached hereto lists the following contracts contracts, agreements and other agreements arrangements relating to the Sellers and/or the Business to which any of the Target and its Subsidiaries Seller is a party:party (other than the Franchise Agreements listed on Schedule 1(a)(i)): (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint ventureventure involving Seller; (ivii) any agreement (or group of related agreements) under which it has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, money or any capitalized lease obligation, in excess of $10,000 or obligation under which it has imposed a Security Interest Lien on any of its assetsthe Acquired Assets, tangible or intangible; (viii) any agreement concerning confidentiality or noncompetitionnoncompetition involving any Seller; (viiv) any agreement with involving the Business or any shareholder, director, member, manager, officer or employee of any Seller or any Owner or their family members by blood, marriage, or adoption, or significant other, or any entity in which any such shareholder, director, member, manager, officer or employee and any such family member(s) collectively own, directly or indirectly, an equity or voting interest representing 5% or more of the Sellers and their Affiliates (other than the Target and its Subsidiaries)equity or voting interests in such entity; (viiv) any phantom stock, profit sharing, stock option, stock purchase, stock appreciation, bonus, deferred compensation, severance, vacation, sick leave, welfare benefit plan or other material plan or arrangement for the benefit of its the current or former directors, officers, and employeesemployees of any Seller (collectively “Benefit Plans”); (viiivi) any agreement with any of the employees of any Seller, including any collective bargaining agreement; (ixvii) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; or (xii) any other agreement (or group of related agreements) for the lease or sublease of personal property to or from any other entity providing for payments in excess of Five Thousand Dollars ($5,000) per annum; (viii) each open purchase order related to the purchase of goods for an amount in excess of Five Thousand Dollars ($5,000); (ix) each open customer purchase order related to the sale of goods or services for an amount in excess of Five Thousand Dollars ($5,000); (x) any management service, consulting, maintenance or any other similar agreement, contract or commitment (including any employee lease or outsourcing arrangement) providing for annual aggregate payments of more than Twenty Five Thousand Dollars ($25,000); (xi) any agreement with any governmental agency; and (xii) any agreement (or group of related agreements), other than those listed in any other provision of this Section 9(n), the performance of which involves consideration in excess of Five Thousand Dollars ($10,0005,000) which may not be canceled by any Seller on not more than 30 days’ notice without premium or penalty. The Sellers have delivered made available to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto on Schedule 9(n), including a brief written description of the material terms of all oral contracts, agreements and a written summary setting forth the terms other arrangements listed on Schedule 9(n), and conditions of each oral agreement referred Buyer shall only assume those agreements which have been provided to in SCHEDULE 4(p)Buyer and which Buyer expressly agrees to assume herein. With respect to each such agreement: of the Assumed Contracts (which includes the Franchise Agreements): (A) such Assumed Contract was entered into in the agreement Ordinary Course of Business; (B) such Assumed Contract is legal, valid, binding, enforceable, enforceable in accordance with its terms and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party the applicable Seller is not in breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or defaultdefault by such Seller or permit any third party to terminate, modify, or permit terminationaccelerate, modificationsuch Assumed Contract, or acceleration, under the agreement; and (D) no party Seller has repudiated any provision of the such agreement, contract or arrangement, (E) to Sellers’ and Owners’ Knowledge, no other party to such Assumed Contract is in material breach or default, and no event has occurred which with notice or lapse of time or both would constitute a breach or default by such third party or permit such Seller to terminate, modify, or accelerate, such Assumed Contract, and (F) no Seller or Owner has any notice from any other party to such Assumed Contract of any breach, cancellation or material modification or anticipated breach, cancellation or material modification thereof by such other party.

Contracts. SCHEDULE 4(p) attached hereto Section 3.19 of the Disclosure Schedule lists the following contracts and other agreements (including any contracts and agreements listed in Sections 3.11, 3.16, 3.17 and 3.28 of the Disclosure Schedule but excluding any contracts or agreements that are terminable by Amitek on not more than 30 days notice without penalty) to which any of the Target and its Subsidiaries Amitek is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 25,000 per annumyear; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, Amitek or involve consideration in excess of $10,00025,000; (iiic) any agreement concerning a partnership or joint venture; (ivd) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, Indebtedness in excess of $10,000 25,000 or under which it has imposed a Security Interest Lien on any of its assets, tangible or intangible; (ve) any agreement concerning confidentiality or noncompetition; (vif) any agreement with relating to Amitek, its assets, liabilities and business, or relating to the Amitek Shares, between or among Amitek or any Principal Seller and any of the Sellers and their Affiliates (other than the Target and its Subsidiaries)Affiliates; (viig) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viiih) any collective bargaining agreement; (ixi) any agreement providing for the employment of or consultancy with any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $10,000 25,000 per year or providing severance or retirement benefits; (xj) any agreement under which it has advanced or loaned any amount to any of its stockholders, Affiliates, directors, officers, and or employees outside other than in the Ordinary Course of Business; (xik) any agreement under which the consequences of a default or termination could have a material adverse effect Material Adverse Effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its SubsidiariesAmitek; or (xiil) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,00025,000 per year. The Principal Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto Section 3.19 of the Disclosure Schedule and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Section 3.19 of the Disclosure Schedule. With Except as disclosed in Section 3.19 of the Disclosure Schedule, with respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceable, and in full force and effect; (Bii) subject to the Buyer obtaining the necessary consents disclosed in Section 3.32 of the Disclosure Schedule, the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on materially identical terms following the consummation of the transactions contemplated hereby; (Ciii) no party is in breach or defaultdefault in any material respect, and, to the Knowledge of the Principal Sellers and Amitek, no event has occurred which with notice or lapse of time would constitute a breach or defaultdefault in any material respect, or permit termination, material modification, or acceleration, under the agreement; and (Div) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(p) Exhibit H attached hereto lists the following contracts contract's and other agreements to which GANDTEX or any of the Target and its Subsidiaries is a party, which cannot be terminated at or within thirty (30) days following the Closing Date: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 50,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to GANDTEX or any of the Target and its Subsidiaries, or involve consideration in excess of $10,00025,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on Lien On any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetitionnon-competition; (vi) any agreement with involving any of the Sellers GANDTEX Members and their Affiliates (other than the Target GANDTEX and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, . or other basis providing annual compensation in excess of $10,000 75,000 or providing severance benefits; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary ordinary Course of Business; (xix) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, Material Adverse Effect; (xi) any agreement under which GANDTEX or future prospects of any of its Subsidiaries has advanced or loaned any other Person amounts in the Target and its Subsidiariesaggregate exceeding $25,000; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,00025,000. The Sellers have GANDTEX has delivered to the Buyer SMFI a correct and complete copy of each written agreement listed in SCHEDULE 4(pExhibit “H” (as may be amended subsequent to the date hereof but in no event following Closing) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred agreement, if any, to in SCHEDULE 4(p)which GANDTEX or any of its Subsidiaries are a party. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in §2 above); (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(p(a) attached hereto lists The Disclosure Schedule contains a complete and correct list as of the date hereof of all agreements, contracts and commitments of the following contracts types (and other agreements all amendments thereto), written or oral, to which the Company or any of the Target and its Subsidiaries is a party:party or by which any of their properties is bound (excluding Leases and contracts or agreements creating or resulting in real property interests other than commercial office leases): (i) any note, agreement, mortgage, indenture, security agreement (or group other instrument relating to the borrowing of related agreements) for money or evidence of credit or the lease deferred purchase price of personal property to property, or from the direct or indirect guarantee by such entities of any Person providing for lease payments such indebtedness or deferred purchase price in excess of $10,000 per annum100,000; (ii) any agreement (or group lease of related agreements) property providing for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to payments under any of the Target and its Subsidiaries, or involve consideration such lease at an annual rate in excess of $10,000100,000; (iii) any agreement concerning a partnership or joint ventureventure agreement providing for any capital contribution or expenditure at an annual rate in excess of $1,000,000; (iv) any material management, employment and consulting agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness other contract for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on personal services that is not terminable by any of its assets, tangible or intangiblesuch entities on not more than one month’s notice without penalty; (v) any agreement concerning confidentiality providing for liability for severance pay, collective bargaining agreements, labor contracts, or noncompetitionlabor or personnel policies; (vi) any agreement with any surety, performance and maintenance bond or letter of the Sellers and their Affiliates (other than the Target and its Subsidiaries)credit in excess of $100,000; (vii) any profit sharingagreement or commitment for capital expenditures in excess of $1,000,000, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for any single project (it being represented and warranted that the benefit of its current or former directors, officers, liability for capital expenditures under all undisclosed agreements and employeescommitments does not exceed $2,500,000 in the aggregate for all projects); (viii) any collective bargaining agreementplan, contract or arrangement providing for bonuses, pensions, deferred compensation, retirement plan payments, profit sharing, incentive pay, or for any other employee benefit plan; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, brokerage or other basis providing annual compensation in excess of $10,000 or providing severance benefitsfinder’s agreement; (x) any agreement under which it has advanced that (a) restricts the right of such entities to engage in any place in any line of business, other than in the ordinary course of business or loaned (b) would restrict the right of the Surviving Corporation or any amount subsidiary of the Surviving Corporation to engage in any line of its directorsbusiness after the Closing Date, officers, and employees outside other than in the Ordinary Course ordinary course of Businessbusiness; (xi) any contract, commitment or agreement under which that involves the consequences disposition after December 31, 2005 of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects any assets of any of such entities not in the Target and its Subsidiaries; orordinary course of business; (xii) other than as contemplated in Section 6.6, any other contract, commitment or agreement between any of such entities and any Stockholder which will require payments over the remaining term of such contract, commitment or agreement (without regard to any extensions of such term at the option of the Company or group of related agreementsits Subsidiaries) the performance of which involves consideration in excess of $10,000. The Sellers have delivered 1,000,000 (other than those that will be terminated on or prior to Closing); (xiii) any Oil and Gas Contract which requires any of the Buyer a Company or its Subsidiaries to expend more than $1,000,000 in any calendar year; (xiv) any other agreement, contract or commitment that would require payment by the Company or its Subsidiaries of more than $1,000,000 during the remaining term of such agreement, contract or commitment (without regard to any extensions of such term at the option of the Company or its Subsidiaries); and (xv) any Hedging Agreement. (b) Upon request, the Company will make available to Purchaser complete and correct copies of all written agreements, contracts and complete copy of each written agreement listed commitments, together with all amendments thereto, described in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(psubparagraph (a). With respect To the Knowledge of the Company, all parties to each such agreement: (A) the agreement is legalagreements, valid, binding, enforceable, contracts and in full force and effect; (B) the agreement will continue commitments have performed all obligations required to be legal, valid, binding, enforceable, performed by them to date thereunder and are not in full force default thereunder other than such failures to perform and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is defaults as would not reasonably be expected to result in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreementMaterial Adverse Effect.

Contracts. SCHEDULE 4(pss.4(j) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries Buyer is a party, except contracts and other agreements involving a potential acquisition of the capital stock or assets of the Buyer, which by their terms are subject to a non-disclosure covenant: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 25,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its SubsidiariesBuyer, or involve consideration in excess of $10,00050,000 per year; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 25,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetitionnon-competition, except as hereinabove provided; (vi) any agreement with involving any of the Sellers Buyer Management Stockholders and their Affiliates (other than the Target and its SubsidiariesTarget); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis not cancelable on 30 days or less notice providing annual compensation in excess of $10,000 25,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) except as otherwise listed pursuant to this ss.4(j), any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any operations of the Target and its Subsidiaries; orBuyer, other than client or customer sales contracts entered into in the Ordinary Course of Business of the Buyer; (xii) any other agreement (or group of related agreements) the performance of which involves annual consideration in excess of $10,00050,000. The Sellers have Buyer has delivered to the Buyer Target a correct and complete copy of each written agreement listed in SCHEDULE 4(pss.4(j) attached hereto of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in SCHEDULE 4(p)ss.4(j) of the Disclosure Schedule. With respect to each such agreement, to the Buyer's Knowledge: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of the transactions contemplated herebyBuyer, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratoriums or other similar laws affecting the enforcement of creditors' rights generally and the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or inequity); (C) no party is in material breach or default, and no event has occurred which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(p) attached hereto Section 3.14 of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries Company is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of Ten Thousand and 00/100 ($10,000 10,000.00) Dollars per annum; (iib) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one 1 year, result in a material loss to any of the Target and its SubsidiariesCompany, or involve consideration in excess of Ten Thousand and 00/100 ($10,00010,000.00) Dollars; (iii) any agreement concerning a partnership or joint venture; (ivc) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of Ten Thousand and 00/100 ($10,000 10,000.00) Dollars or under which it has imposed a Security Interest Lien on any of its assets, tangible or intangible; (vd) any agreement concerning confidentiality or noncompetitionnon-competition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (viie) any profit sharing, stock membership interest option, stock membership purchase, stock interest appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former members, directors, officers, and employees; (viiif) any collective bargaining agreement; (ixg) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefitsconsulting basis; (xh) any agreement under which it has advanced or loaned any amount to any of its members, directors, officers, and employees outside the Ordinary Course of Business; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (j) any settlement, conciliation or similar agreement or imposition of monitoring or reporting obligations to any Governmental Entity outside the Ordinary Course of Business; (k) any agreement under which the consequences of a default Company has advanced or termination could have a material adverse effect on loaned any other Person amounts in the business, financial condition, operations, results of operations, or future prospects of any of the Target aggregate exceeding Ten Thousand and its Subsidiaries00/100 ($10,000.00) Dollars; or (xiil) any other agreement (or group of related agreements) the performance of which involves consideration in excess of Ten Thousand and 00/100 ($10,00010,000.00) Dollars. The Sellers have Company has delivered to the Buyer Parent a correct and complete copy of each written agreement (as amended to date) listed in SCHEDULE 4(p) attached hereto Section 3.14 of the Disclosure Schedule and a written summary setting forth the material terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Section 3.14 of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party the Company is not in breach or default, and and, to the Knowledge of the Company, no event has occurred which that with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party the Company has not repudiated any provision of the agreement.

Contracts. SCHEDULE 4(p) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetitionnon-competition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 20,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have delivered to the Buyer a A correct and complete copy of each written agreement listed in SCHEDULE 4(pthe Disclosure Schedule (as amended to date) is attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE Schedule 4(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(pss.4(o) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries ACER is a party: (i) any agreement (or group of related agreements) for the lease of personal property (other than capitalized lease obligations) to or from any Person providing for lease payments in excess of Twenty Five Thousand Dollars ($10,000 25,000) per annum; (ii) other than agreements and contracts with customers, as to which One Million Dollars ($1,000,000) shall be the disclosure threshold for ss. 4(o) of the Disclosure Schedule, any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its SubsidiariesACER, or involve consideration in excess of Twenty Five Thousand Dollars ($10,00025,000); (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of Twenty Five Thousand Dollars ($10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible25,000); (v) any agreement concerning confidentiality or noncompetitionnoncompetition other than standard provisions in contracts with ACER's customers; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its SubsidiariesACER); (vii) any profit sharing, stock option, stock purchase, phantom stock, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of Twenty Five Thousand Dollars ($10,000 25,000) or providing severance benefitsbenefits in excess of Twenty Five Thousand Dollars ($25,000); (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its SubsidiariesACER; or (xii) other than agreements or contracts with customers, any other agreement (or group of related agreements) the performance of which involves consideration in excess of Twenty Five Thousand Dollars ($10,00025,000). The Requisite Sellers have delivered to the Buyer ▇▇▇▇▇▇ a correct and complete copy of each written agreement listed in SCHEDULE 4(pss.4(o) attached hereto of the Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)ss.4(o) of the Disclosure Schedule. With respect to each such agreement: (A) to the Knowledge of the Requisite Sellers, the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) to the Knowledge of the Requisite Sellers, the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) to the Knowledge of the Requisite Sellers, no party is in material breach or material default, and no event has occurred which with notice or lapse of time would constitute a material breach or material default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement. Except as listed on ss.4(o) of the Disclosure Schedule, ACER is not a party to any contract or agreement, relating to provision by ACER of services, with any federal, state or local government, governmental agency or other governmental authority.

Contracts. SCHEDULE 4(p) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries or InnoWare Plastic is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 40,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one 1 year, result in a material loss to any of the Target and its Subsidiariesor InnoWare Plastic, or involve consideration in excess of $10,00040,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligationIndebtedness, in excess of $10,000 or under which it has imposed a Security Interest Lien on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality imposing confidentiality, exclusivity or noncompetitionnon-competition obligations on Target or InnoWare Plastic; (vi) any agreement with any of the Sellers Seller and their its Affiliates (other than the Target and its SubsidiariesInnoWare Plastic); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation base salary in excess of $10,000 150,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could would reasonably be expected to have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; orMaterial Adverse Effect; (xii) any other agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or group of related agreements) similar agreement, the performance of which involves will involve payment after the Most Recent Fiscal Month End of consideration in excess of $10,00020,000, or imposition of monitoring or reporting obligations to any Governmental Entity outside the ordinary course of business; or (xiv) any agreement under which Target or InnoWare Plastic has advanced or loaned any other Person amounts in the aggregate exceeding $5,000. The Sellers have Seller has delivered to the Buyer a correct and complete copy of each written agreement (as amended to date) listed in SCHEDULE §4(p) attached hereto of the Disclosure Schedule and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE §4(p)) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) neither Seller nor Target nor InnoWare Plastic is in breach or default, and to Seller’s Knowledge, no other party is in breach or default, and no event has occurred which that with notice or lapse of time would constitute a breach or default, in each case that would reasonably be expected to result in materially adverse consequences to Target or InnoWare Plastic, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(pTo Seller’s Knowledge , §3(n) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which any of Seller is a party and which relate to the Target and its Subsidiaries Acquired Businesses or to which DJS is a party, in each case that were not entered into by the Acquired Businesses or DJS in the Ordinary Course of Business: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, 1 year or involve consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or noncompetitionnon-competition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ixvii) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 30,000 or providing material severance benefits; (viii) any collective bargaining agreement; (ix) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $10,000; (x) any agreement under which it Seller or DJS has advanced or loaned any amount to any of its directors, officers, and employees outside other Person amounts in the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiariesaggregate exceeding $10,000; or (xiixi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,00010,000 and is not covered by items (i) through (ix) above. The Sellers have Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p§3(n) attached hereto of the Disclosure Schedule (as amended to date) and a written summary setting forth the material terms and conditions of each oral agreement referred to in SCHEDULE 4(p)§3(n) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effecteffect in all material respects; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in material breach or default, and no event has occurred which that with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (DC) no party has repudiated any material provision of the agreement.

Contracts. SCHEDULE 4(p(a) attached hereto lists Set forth in Schedule 3.15(a) of the Seller Disclosure Schedules is, as of the date hereof, a list of the following contracts and other agreements Contracts to which any Acquired Company is a party or by which any of its respective properties or assets are bound, other than any insurance policies covering any Acquired Company or any of its respective assets (the Contracts set forth (or required to be set forth) in Schedule 3.15(a) of the Target and its Subsidiaries is a party:Seller Disclosure Schedules are referred to herein as the “Company Material Contracts” and, as used in this Section 3.15, “Contracting Party” shall refer to any Acquired Company party to such Company Material Contract): (i) any agreement (or group of related agreements) all Operating Contracts providing for the lease of personal property payment by or to or from any Person providing for lease payments the Contracting Party in excess of $10,000 the Relevant Material Contract Amount per annumyear (other than (A) any agreements with another Acquired Company to document certain intercompany loans or (B) any agreements among any Acquired Company for the provision of services and/or payment of costs) which are not terminable by either party thereto upon sixty (60) days’ notice or less; (ii) all Contracts (other than Operating Contracts) requiring a capital expenditure by the Contracting Party in excess of the Relevant Material Contract Amount in any agreement twelve-month (12-month) period; (iii) all Contracts under which the Contracting Party is obligated to sell real or group personal property having a value in excess of related agreementsthe Relevant Material Contract Amount; . 22 (iv) all Contracts for the purchase or sale of raw materialsany business, commoditiescorporation, suppliespartnership, productsjoint venture, association or other personal propertybusiness organization or any division, assets, operating unit or for the furnishing product line thereof which have a purchase or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration sale price in excess of $10,000; the Relevant Material Contract Amount, provided that, financial obligations remain under such Contracts (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangibleincluding potential indemnification obligations); (v) any agreement concerning confidentiality all shareholders, partnership, limited liability company, voting, joint venture, joint development, strategic alliance, co-marketing, co-promotion or noncompetitionsimilar Contracts; (vi) any agreement with any of all Contracts under which the Sellers and their Affiliates Contracting Party (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness, (B) granted a Lien (other than Permitted Liens) on any Acquired Company or its interests or assets, whether tangible or intangible, to secure any Indebtedness or (C) extended credit or advanced funds to any Person, in each case, in excess of the Target and its Subsidiaries)Relevant Material Contract Amount; (vii) all Contracts that grant a right of first refusal or similar right with respect to (A) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, assets of the Contracting Party having a value in excess of the Relevant Material Contract Amount or other material plan (B) any direct or arrangement for indirect economic interest in the benefit Contracting Party having a value in excess of its current or former directors, officers, and employeesthe Relevant Material Contract Amount; (viii) any collective bargaining agreementContract providing for the use of (or covenanting not to assert) any Intellectual Property which is either material or has an annual license payment or fee in excess of the Relevant Material Contract Amount; (ixA) any agreement for the employment of any individual on a full-time, part-timemanagement service, consulting, financial advisory or any other basis providing annual compensation similar type Contract and all Contracts with investment or commercial banks requiring payments in excess of $10,000 the Relevant Material Contract Amount, in each case, other than in the ordinary course of business, and (B) any engagement letter or providing severance benefitssimilar agreement with investment or commercial banks the obligations under which would survive the Closing and would require any Acquired Company to use the services of such investment or commercial bank (or offer such investment or commercial bank the opportunity to provide its services, or rights of first refusal in connection with such services or similar provisions); (x) any agreement under which it has advanced all Contracts materially limiting the ability of the Company or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course Subsidiaries to engage in any material line of Business;business or to compete with any Person or in any geographical area; . 23 (xi) all Contracts involving any agreement under which the consequences of a default resolution or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects settlement of any actual or threatened Action having a value in excess of the Target and its Subsidiaries; orRelevant Material Contract Amount; (xii) all Contracts involving a standstill arrangement; (xiii) all commitments or agreements to do or engage in any other agreement of the foregoing. (or group b) Except as set forth in Schedule 3.15(b)(i) of related agreementsthe Seller Disclosure Schedules, the Company has made available to Purchaser complete and correct copies of all Company Material Contracts. Except as set forth in Schedule 3.15(b)(ii) of the performance of which involves consideration in excess of $10,000. The Sellers have delivered to the Buyer a correct and complete copy of Seller Disclosure Schedules, each written agreement listed in SCHEDULE 4(pCompany Material Contract is (i) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following and (ii) the consummation legal, valid and binding obligation of the transactions contemplated hereby; (CAcquired Company party thereto and, to the Knowledge of the Company, of each other party thereto, enforceable against such Acquired Company or, to the Knowledge of the Company, against each other party thereto, except as such enforceability is limited by Laws affecting the enforcement of creditors’ rights generally or by general equitable principles and, in each case, with such exceptions as would not constitute a Company Material Adverse Effect. Except as set forth in Schedule 3.15(b)(ii) of the Seller Disclosure Schedules, no Acquired Company is in breach or default under any Company Material Contract, which breach or default has not been waived, and, to the Knowledge of the Company, no other party to any Company Material Contract is in breach or default, and no event has occurred which with notice except in each case, for any breach or lapse of time default that would not constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreementCompany Material Adverse Effect.

Contracts. SCHEDULE 4(p) attached hereto Section 3.12 of the Seller Disclosure Schedule lists the following contracts and other agreements Contractual Obligations to which any of the Target and its Subsidiaries Seller is a party: (ia) any agreement Contractual Obligation concerning confidentiality or noncompetition; (b) any Contractual Obligation between or among the Seller and any of its Affiliates which is not on arms-length terms; (c) any Contractual Obligation under which the consequences of a default or termination would be reasonably expected to have a Seller Material Adverse Effect; (d) any Contractual Obligation (or group of related agreementsContractual Obligations) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 per annum5,000 annually; (iie) any agreement Contractual Obligation (or group of related agreementsContractual Obligations) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration services in excess of $10,0005,000 per 12 month period; (iiif) any agreement Contractual Obligation concerning a partnership or joint ventureventure in which the Seller is or is obligated to become a partner or joint venturer; (ivg) any agreement Contractual Obligation (or group of related agreementsContractual Obligations) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 money or under which it has imposed a Security Interest Lien (other than a Permitted Lien) on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (viih) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employeesemployees under which any benefits are currently payable or could reasonably be expected to be payable in the future; (viiii) any collective bargaining agreement; (ix) any agreement Contractual Obligation providing for the employment of or consultancy with any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $10,000 or providing severance benefitsor retirement benefits under which any compensation, benefits or other payments are currently payable or could reasonably be expected to be payable in the future; (xj) any agreement Contractual Obligation under which it has advanced or loaned any amount to any of its Stockholders, Affiliates, directors, officers, and or employees outside other than in the Ordinary Course of Business; (xik) any agreement Contractual Obligation under which the consequences of a default or termination could reasonably be expected to have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its SubsidiariesSeller Material Adverse Effect; or (xiil) any other agreement Contractual Obligation (or group of related agreementsContractual Obligations) the performance of which involves consideration in excess of $10,0005,000. The Sellers have delivered Seller has made available to the Buyer a correct and complete copy of each written agreement Contractual Obligation listed in SCHEDULE 4(pSection 3.12 of the Seller Disclosure Schedule (as such Contractual Obligation may have been amended to the date of this Agreement) attached hereto and a written summary setting forth the terms and conditions of each oral agreement Contractual Obligation referred to in SCHEDULE 4(p)Section 3.12 of the Seller Disclosure Schedule. With Except as disclosed in Section 3.12 of the Seller Disclosure Schedule, to the Knowledge of the Seller, with respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceableEnforceable, and in full force and effect; (Bii) subject to the Buyer obtaining the necessary consents disclosed in Section 3.17 of the Seller Disclosure Schedule, the agreement will continue to be legal, valid, binding, enforceableEnforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in § 2 above); (Ciii) since the Reorganization Date, no party is in material breach or default, and no event has occurred which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreement; and (Div) since the Reorganization Date, no party has repudiated any provision of the agreement; and (v) none of such agreements is, when considered singly or in the aggregate with others, unduly burdensome or onerous to the Seller or likely to result in a Seller Material Adverse Effect.

Contracts. SCHEDULE Section 4(p) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which either Company or any of the Target and its Subsidiaries is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 25,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target Companies and its Subsidiaries, or involve consideration in excess of $10,00025,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 25,000 or under which it has imposed a Security Interest Lien on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (other than one of the Target Companies and its Subsidiaries); (vii) any profit sharing, stock interest option, stock interest purchase, stock interest appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directorsmembers, managers, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 50,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directorsmembers, managers, officers, and or employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, Material Adverse Effect; (xii) any agreement under which either Company or future prospects of any of its Subsidiaries has advanced or loaned any other Person amounts in the Target and its Subsidiariesaggregate exceeding $25,000; or (xiixiii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,00025,000. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement (as amended to date) listed in SCHEDULE Section 4(p) attached hereto and a written summary setting forth of the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in breach or default, and to the Knowledge of Sellers no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(pExcept as included or described in Schedule 2.10: (a) attached hereto lists the following contracts and There are no material contracts, agreements, franchises, license agreements, or other agreements commitments to which TELS is a party by which it or any of the Target properties of TELS are bound; (b) All contracts, agreements, franchises, license agreements, and other commitments to which TELS is a party or by which its properties are bound and which are material to the operations or financial condition of TELS are valid and enforceable by TELS in all material respects; (c) TELS is not a party to or bound by, and its Subsidiaries properties are not subject to, any material contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which materially and adversely affects, or in the future may (as far as TELS can now foresee) materially and adversely affect, the business, operations, properties, assets, or condition of TELS; and (d) TELS is not a party: party to any oral or written (i) contract for the employment of any agreement officer, director, or employee which is not terminable on 30 days (or group less) notice; (ii) profit-sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, agreement, or arrangement covered by Title IV of related agreementsthe Employee Retirement Income Security Act, as amended; (iii) agreement, contract, or indenture relating to the borrowing of money; (iv) guarantee of any obligation, other than one on which TELS is a primary obligor, for the lease borrowing of personal property to money or from any Person otherwise, excluding endorsements made for collection and other guarantees of obligations, which, in the aggregate do not exceed $1,000; (v) consulting or other similar contract with an unexpired term of more than one year or providing for lease payments in excess of $10,000 per annum; 1,000 in the aggregate; (iivi) collective bargaining agreement; (vii) agreement with any agreement present or former officer or director of TELS or any subsidiary; or (or group of related agreementsviii) for the purchase or sale of raw materialscontract, commodities, supplies, productsagreement, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period commitment involving payments by it of more than one year, result $1,000 in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreementaggregate.

Contracts. SCHEDULE 4(p) attached hereto Section 3.16 of Seller’s Disclosure Schedule lists the following contracts and other agreements agreements, whether written or oral, to which Seller or any of the Target and its Subsidiaries Subsidiary is a party: (ia) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 5,000.00 per annumyear; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000; (iiib) any agreement concerning a partnership or joint venture; (ivc) any agreement (or group of related agreements) under which it has created, incurred, assumed, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 25,000.00 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (vd) any agreement concerning confidentiality or noncompetitionnoncompetition that restricts Seller’s business; (vie) any agreement with involving any of the Sellers Member and their Affiliates (other than the Target and its SubsidiariesSeller); (viif) any profit sharing, stock option, stock limited liability company interests purchase, stock limited liability company interest appreciation, deferred compensation, severance, severance or other material plan or arrangement for the benefit of its current or former directors, officers, officers and employees; (viiig) any collective bargaining agreement; (ixh) any agreement for the employment of any individual on a full-time, part-time, consulting, consulting or other basis providing annual compensation in excess of $10,000 or providing severance benefitsbasis; (xi) any agreement under which it has advanced or loaned any amount to any of its directors, officers, officers and employees outside the Ordinary Course of Business; (xij) any agreement granting any power of attorney with respect to the affairs of Seller; (k) any indemnity agreement, suretyship contract, performance bond, Assets maintenance or other form of guaranty agreement; (l) any agreement to indemnify, hold harmless or defend any third party; (m) any agreement under which the consequences of a default or termination could have a material adverse effect Material Adverse Effect on Seller or any Subsidiary; (n) any sales or customer contract involving a customer was responsible for more than $50,000.00 in revenue for the businessyear ended December 31, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries2012; or (xiio) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,00015,000.00 other than contracts that have no volume limitations and contracts that are cancellable on 30 days’ notice without liability to Seller. The Sellers have Seller has delivered to the Buyer, or provided access to Buyer for review, a correct and complete copy of each written agreement listed in SCHEDULE 4(pSection 3.16 of Seller’s Disclosure Schedule (as amended to date) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Section 3.16 of Seller’s Disclosure Schedule. With respect to each such agreement: (Ai) the agreement is legal, valid, binding, enforceable, enforceable and in full force and effecteffect except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; (Bii) the agreement will continue to be legal, valid, binding, enforceable, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (Ciii) no party is in breach or default, and no event has occurred which that, with notice or lapse of time time, would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (Div) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(pss.3(p) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries Seller is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 1,000.00 per annum;; Freestar Technologies, Inc., August 8, 2001 page 14 (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its SubsidiariesSeller, or involve consideration in excess of $10,0005,000.00; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 5,000.00 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target agreements between Seller and its Subsidiaries)shareholders, officers and directors; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 20,000.00 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target Seller and its Subsidiaries; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,0005,000.00. The Sellers have Seller has delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(pss.3(p) attached hereto of the Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)ss.3(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in ss.2 above); (C) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(p(a) attached hereto lists Schedule 3.13 contains a true and complete list of the following contracts and other agreements Contracts to which any of the Target and its Subsidiaries Transferred Entities is a partyparty or by which it or any of its assets or properties is bound or subject: (i) any agreement Contracts that are material to the Business (or group of related agreementsi) for the lease furnishing to any of personal property the Transferred Entities of materials, supplies, goods, services or equipment or (ii) concerning Intellectual Property (other than off-the-shelf, commercially available licenses to or from any Person providing for lease payments in excess of $10,000 per annumsoftware); (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, productsCapital Leases under which any Transferred Entity is a lessee of, or other holds, uses or operates any personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000property owned by another Person; (iii) any agreement concerning a partnership Contract obligating any of the Transferred Entities to deliver materials, goods, products, supplies, services or joint ventureequipment that has annual payments (or under which such payments are reasonably expected) in excess of $100,000 per year, excluding any such Contracts which are terminable by such Transferred Entity without penalty on notice of not more than thirty (30) calendar days; (iv) any agreement (equity partnership, equity joint venture or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed other similar Contract between a Security Interest on any of its assets, tangible or intangibleTransferred Entity and another Person; (v) any agreement concerning confidentiality Contract relating to the acquisition or noncompetitiondisposition of any business (whether by merger, sale of stock, sale of assets or otherwise) relating to the Business or any Transferred Entity entered into by any Newpark Entity or any Transferred Entity after January 1, 2008; (vi) any agreement with Contract which restricts any of the Sellers and their Affiliates (Transferred Entities from competing with any other than the Target and its Subsidiaries)Person or engaging in any line of business; (vii) any profit sharingContract (i) for the payment of compensation or benefits to or on behalf of any employee or consultant of any of the Transferred Entities that provides for annual payments in excess of $100,000, stock option, stock purchase, stock appreciation, deferred compensation(ii) relating to change-in-control, severance, transaction bonus or other material plan bonus payments or arrangement for the benefit (iii) relating to commission payments, equity grants, equity options, or relationships that deal with sharing of its current profits, losses, costs or former directors, officers, and employeesLiabilities; (viii) any collective bargaining agreementagreement or other Contract with a labor union, labor organization, workers council or similar body regarding any Transferred Employees; (ix) any agreement loan agreements, guarantees, indentures, mortgages, letters of credit, Capital Leases, security agreements or other agreements or commitments for the employment borrowing of money for use in the Business or the subjecting of any individual on assets of the Transferred Entities to a full-time, part-time, consulting, or Lien (other basis providing annual compensation in excess of $10,000 or providing severance benefitsthan Permitted Liens); (x) any agreement under which it has advanced Contract with Newpark or loaned any amount Affiliate of Newpark other than the Transferred Entities; (xi) to the extent not included in Section 3.13(a)(i) above, any Contract with a provider of its directorstugs or barges; and (xii) to the extent not included in Section 3.13(a)(i) above, officers, any Contract that is otherwise material to the operation of the Business and employees outside was entered into other than in the Ordinary Course of Business;. (xib) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue Each Contract required to be legaldisclosed pursuant to this Section 3.13 (collectively, valid, binding, enforceable, and the “Material Contracts”) is in full force and effect on identical terms following the consummation and is a valid and binding agreement of the transactions contemplated hereby; (C) no Transferred Entity, as the case may be, and, to Newpark’s knowledge, of each other party thereto. None of the Transferred Entities or, to the knowledge of Newpark, any other party thereto is in default or breach in any material respect under the terms of any such Material Contract and neither any Transferred Entity nor Newpark Entity has received any notice of termination or default, and no event has occurred which threatened termination of any Material Contract or is aware of any facts or circumstances that either currently or with notice or lapse the passage of time would constitute could result in a breach or default, default under or permit termination, modification, or acceleration, give rise to a right to terminate any Material Contract. Each of the Transferred Entities has performed all material obligations required to be performed by it to date under the agreement; Material Contracts. Newpark has made available to Buyer complete and (D) no party has repudiated any provision correct copies of the agreementeach written Material Contract.

Contracts. (a) SCHEDULE 4(p) attached hereto 3.17 lists the following contracts and other agreements Contracts to which any of the Target and its Subsidiaries Seller is a party: (i) any agreement (or group of related agreements) Contract for the lease of personal property to or from any Person providing for lease payments after the date hereof in excess of $10,000 per annum25,000; (ii) any agreement (or group of related agreements) Contract for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000performance; (iii) any agreement concerning a partnership Contract involving fixed price or joint venturefixed volume arrangements; (iv) any agreement Contract concerning joint venture, partnership, manufacturer, development or supply or which involves royalty payments or a sharing of revenues, profits, losses, costs or Liabilities by Seller; (or group of related agreementsv) any Contract under which it Seller has created, incurred, assumed, or guaranteed any indebtedness for borrowed moneymoney or factored any receivables, or any capitalized lease obligation, in excess of $10,000 Capital Lease or under which it Seller has imposed a Security Interest Lien on any of its assets, tangible or intangible; (vvi) any agreement Contract concerning confidentiality any acquisition, merger or noncompetitionsimilar type of transaction entered into by Seller during the six years prior to the date hereof, (vii) any Contract concerning collective bargaining terms or arrangements with any labor union or other employee representative of a group of employees, (viii) any Contract with any Governmental Authority, (ix) any Contract concerning confidentiality, non-competition or restrictions on the manner in which the Business may be conducted; (vix) any agreement with Contract involving any of the Sellers and Stockholder or any of their Affiliates (other than the Target and its SubsidiariesSeller); (viixi) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, Compensation and employeesBenefits Plan; (viiixii) any collective bargaining agreement; (ix) any agreement for Contract involving the employment of any individual Person on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (xxiii) any agreement Contract under which it Seller has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xixiv) any agreement Contract under which the consequences of a default or termination could have involve a material adverse effect on Material Adverse Effect; (xv) any settlement, conciliation or similar Contract, the business, financial condition, operations, results performance of operations, which will involve payment after the date hereof in excess of $25,000; (xvi) any Contract under which Seller has advanced or future prospects of loaned any of other Person amounts in the Target and its Subsidiariesaggregate exceeding $25,000; or (xiixvii) any other agreement (or group of related agreements) Contract, the performance of which involves consideration in excess of $10,000. The Sellers have 25,000. (b) Seller has delivered to the Buyer a correct and complete copy of each written agreement Contract listed in SCHEDULE 4(p3.17 (as amended to date) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)3.17. With respect to each such agreementContract: (A) the agreement Contract is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement Contract will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Article II above); (C) no neither Seller nor, to the Knowledge of Seller, any other party to such Contract is in breach or default, and and, to the Knowledge of Seller, no event has occurred which that with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreementContract; and (D) no party has repudiated any provision of the agreementContract.

Contracts. SCHEDULE 4(psection3(p) attached hereto of the Disclosure Schedule lists the following contracts and other agreements to which any of the Target and its Subsidiaries AJM or THT is a party:party (other than agreements to which THT is a party and that have been approved by THT s management committee): (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 100,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, involve consideration in excess of $1,000,000, or to AJM s Knowledge based on facts and circumstances currently in existence, reasonably expected to result in a material loss to any of the Target and its Subsidiaries, AJM or involve consideration in excess of $10,000THT; (iii) any agreement concerning a partnership or joint venture, other than agreements to which THT is a party and which have been disclosed to TIMET; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 obligation or under which it has imposed a Security Interest on any of its assets, tangible or intangible, other than THT s Credit Agreement with CoreStates Bank, N.A. and NBD Bank; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with involving any of the Sellers AJI and their its Affiliates (other than the Target AJM and its SubsidiariesTHT); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees, other than Employee Benefit Plans or Benefit Arrangements; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-full- time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 50,000 or providing severance benefits, other than Employee Benefit Plans or Benefit Arrangements; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its SubsidiariesMaterial Adverse Effect; or (xii) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000500,000. The Sellers have delivered AJM has made available to the Buyer TIMET a correct and complete copy of each written agreement listed in SCHEDULE 4(psection3(p) attached hereto of the Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement (to the extent such oral agreement is an AJM Liability, THT Liability, AJM Asset or THT Asset) referred to in SCHEDULE 4(p)section3(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceableenforceable against AJM or THT, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceablebinding and enforceable against AJM and THT, and in full force and effect on identical terms following the consummation of the transactions contemplated herebyby this Agreement (including the assignments and assumptions referred to in section2 above); (C) no party neither AJM nor THT is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or defaultdefault by AJM or THT, or permit termination, modification, or accelerationacceleration by any other party to such agreement, under the agreement, and neither AJM nor THT has repudiated any provision of the agreement; and (D) to the Knowledge of AJM, no other party to such agreement is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by such other party, or permit termination, modification, or acceleration by AJM or THT to such agreement, under the agreement, and no other party to any such agreement has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(pSection 3(r) attached hereto of the Company Disclosure Schedule lists the following contracts and other agreements agreements, written or oral, to which any the Company is a party other than licenses involving Intellectual Property disclosed in Section 4(o)(iii) and 4(o)(v) of the Target and its Subsidiaries is a partyCompany Disclosure Schedule: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 US$20,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, or which to the Knowledge of the Company and the Principal Shareholders, will result in a material loss to any of the Target and its SubsidiariesCompany, or involve consideration which involves consideration, in excess of $10,000US$20,000; (iii) any agreement with a foreign, federal, state, or local government agency or instrumentality, whether foreign or domestic; (iv) any agreement concerning a partnership or joint venture; (ivv) any agreement (or group of related agreements) under which it has any of them have created, incurred, assumed, or guaranteed any indebtedness for borrowed moneyIndebtedness, or any capitalized lease obligation, in excess of $10,000 or under which it has any of them have imposed a Security Interest on any of its their assets, tangible or intangible; (vvi) any agreement concerning confidentiality or noncompetition; (vi) any agreement noncompetition except those entered into in the Ordinary Course of Business with any Employees of the Sellers and their Affiliates (other than the Target and its Subsidiaries)Company; (vii) any agreement involving the Shareholders to which the Company is a party; (viii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of any of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (x) any agreement under which it the Company has advanced or loaned any amount in excess of US$20,000 to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xix) any agreement under which the consequences of a default or termination could would have a material adverse effect on Material Adverse Effect or an obligation in the business, financial condition, operations, results amount of operations, US$20,000 or future prospects of any of the Target and its Subsidiariesmore; or (xiixi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000US$20,000. The Sellers have Company has delivered to the Buyer Parent a true, correct and complete copy of each written agreement listed in SCHEDULE 4(pSection 3(r) attached hereto of the Company Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p)Section 3(r) of the Company Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors' rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law; (B) to the Knowledge of the Company and the Principal Shareholders, the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, arrangement, moratorium or other similar laws from time to time affecting creditor's rights generally and (ii) general principals of equity, regardless of whether asserted in a proceeding in equity or at law; (C) the Company is not, and to the Knowledge of the Company and the Principal Shareholders, no party other party, is in material breach or default, and no event has occurred which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under the agreementagreements; and (D) no party has repudiated or waived any provision of the agreement; (E) such agreement does not prohibit or require consent in the event of a change of control of the Company; (F) no agreement requires performance the cost of which will exceed payments scheduled to be received; and (G) to the Knowledge of the Company and the Principal Shareholders, no claim or setoff has been or is expected to be asserted under or against such agreement; and (H) no renegotiations, attempts to renegotiate have occurred and there are no outstanding rights to renegotiate.

Contracts. SCHEDULE Section 4(p) attached hereto of Annex III lists the following contracts and other agreements to which any of the Target and its Subsidiaries VIVA is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of U.S. $10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, VIVA or involve consideration in excess of U.S. $10,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it VIVA has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of U.S. $10,000 or under which it any such party has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetitionnoncompetition arrangements; (vi) any agreement with any of the Sellers and their Affiliates (other than the Target between VIVA and its Subsidiaries)affiliates; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of U.S. $10,000 or providing severance benefits, other than those severance obligations imposed by Venezuelan labor law; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business;; or 133 (xi) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries; or (xii) VIVA or any other agreement (or group of related agreements) the performance of which involves consideration in excess of U.S. $10,000, and all agreements relating to the Channels, Wireline Services, Permits, and Channel Licenses. The Sellers have VIVA has delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE ' 4(p) attached hereto of Annex III (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE ' 4(p)) of Annex III . With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement and will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (CB) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (DC) no party has repudiated any provision of the agreement.

Contracts. SCHEDULE 4(pExcept as listed or described on Schedule 4.12(a), as of the date hereof, no Group Company or, to the extent relating to the Business, Seller or any of its Affiliates, is bound by any Contracts that are of a type described below (such Contracts listed, or of a type required to be listed, on Schedule 4.12 are referred to herein as the “Material Contracts”): (a) attached hereto lists any Contract (other than a Benefit Plan or a purchase order or change order entered into in the following contracts Ordinary Course of Business) pursuant to which a Group Company is required to make aggregate payments in excess of $1,000,000 in any fiscal year and $2,500,000 in the aggregate during the term thereof; (b) any collective bargaining agreement or similar Contract with any labor union, works council or other collective bargaining representative; (c) any Contract for capital expenditures or the acquisition or construction of fixed assets in excess of $500,000; (d) any Contract relating to the borrowing of money, or the guaranty of another Person’s borrowing of money or other obligation, including all notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any lending or borrowing (other than (i) advances to employees for expenses in the Ordinary Course of Business, (ii) transactions with customers on credit in the Ordinary Course of Business and (iii) Permitted Liens); (e) any Contract granting any Person a material Lien on all or any part of the material assets of a Group Company, other than Permitted Liens; (f) any Contract under which a Group Company has granted or received a material license or material sublicense with respect to (or other material rights in or to use) Intellectual Property, other than any (i) Incidental License, or (ii) Contract to which Seller or any of the Target and its Subsidiaries Affiliates (other than any Group Company) is a party:party and under which Seller or any of its Affiliates (other than any Group Company) will exercise its license rights to provide any services to any Group Company under the Transitional Services Agreement; (g) any Contract involving the operation of any joint venture or partnership entity; (h) any Contract, except for teaming agreements entered into in the Ordinary Course of Business, containing a covenant of a Group Company not to compete in any line of business or with any Person in any geographical area or not to offer or sell any products, assets or services, with or to any Person; (i) any Lease; (j) any Contract expressly containing any material “most favored nation” provision, exclusive dealing or marketing arrangement or arrangement that which grants any right of first refusal, first offer, first negotiation or similar preferential right to any Person; (k) any Contract relating to the acquisition or disposition of any material securities, assets or business or exclusive licensing agreement (whether by merger, purchase of stock, purchase of assets or group otherwise) that contains any material outstanding earn-out or other contingent payment obligations of related agreements) for the lease Group Companies that would reasonably be expected to result in the Group Companies’ receipt or making of personal property to or from any Person providing for lease future payments in excess of $10,000 per annum100,000; (iil) any agreement (or group of related agreements) for the purchase or sale of raw materialswarranty, commoditiesindemnification, supplies, products, guaranty or other personal property, or for the furnishing or receipt of services, the similar undertaking with respect to contractual performance of which will extend over a period of more than one year, result in a material loss to extended by any of the Target and its Subsidiaries, or involve consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any agreement with any of the Sellers and their Affiliates (Group Company other than the Target and its Subsidiaries); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 or providing severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xim) any agreement under which the consequences of a default or termination could have a material adverse effect on the businesssettlement, financial condition, operations, results of operationsconciliation, or future prospects similar Contract arising out of or related to any Legal Proceeding that (A) is contemplates payment after date hereof in excess of $1,000,000 or (B) imposes any injunctive relief on any Group Company (other than confidentiality and non-disparagement restrictions and covenants not to sue that are, in each case, customary and ancillary to the monetary relief granted) or involves the admission of wrongdoing by any Group Company or any of the Target their respective officers, directors or employees; (n) any services, insurance or advisor agreement or similar agreement related to any Benefit Plan that is a pension, retirement, post-retirement welfare benefit (including medical and its Subsidiarieslife insurance), supplemental executive retirement, or nonqualified deferred compensation plan or arrangement; or (xiio) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000contract set forth on Schedule 4.20. The Sellers Group Companies have delivered made available to the Buyer Purchaser a true and correct and complete copy of each written agreement listed Material Contract. Each Material Contract is a valid and binding obligation of the applicable Group Company and, to the Company’s Knowledge, of each other party thereto, enforceable in SCHEDULE 4(p) attached hereto and a written summary setting forth the accordance with its terms and conditions conditions, subject to Laws of each oral agreement referred general application relating to in SCHEDULE 4(p). With respect to each public policy, bankruptcy, insolvency and the relief of debtors and rules of Law governing specific performance, injunctive relief and other equitable remedies, except for such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue failure to be legalvalid and binding that would not have, valida Material Adverse Effect. Neither the applicable Group Company nor, bindingto the Company’s Knowledge, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no any other party to such Material Contract is in material breach or defaultdefault under such Material Contract, and no event has occurred which which, with the passage of time or the giving of notice or lapse of time both, would constitute a default or breach or defaultunder any Material Contract, or permit terminationin each case, modification, or acceleration, under except for such breaches and defaults that would not have a material impact on the agreement; and (D) no party has repudiated any provision business of the agreementGroup Companies, taken as a whole.

Contracts. SCHEDULE 4(p(S) attached hereto 3(p) of the PII Disclosure Schedule lists the following contracts and other agreements agreements, written or oral, to which any of the Target and its Subsidiaries Acquired Companies is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000 15,000 per annum; (ii) except for sales of inventory in the Ordinary Course of Business, any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, or which to the Knowledge of PII, will result in a material loss Losses to any of the Target and its SubsidiariesAcquired Companies, or involve consideration which involves amounts or consideration, in excess of $10,00050,000; (iii) any agreement concerning the formation of a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning imposing on any of the Acquired Companies a material obligation of confidentiality or noncompetitionnoncompetition to a third party; (vi) any agreement with involving the Stockholder to which any of the Sellers and their Affiliates (other than the Target and its Subsidiaries)Acquired Company is a party; (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $10,000 50,000 or providing severance benefits; (xix) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; (xix) any agreement under which the consequences of a default or termination could have a material adverse effect on would require the business, financial condition, operations, results payment of operations, $50,000 or future prospects of any of the Target and its Subsidiariesmore; or (xiixi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,00050,000. The Sellers have delivered Except as set forth on the PII Disclosure Schedule, all such agreements (the "Material Contracts") are, to the Buyer a correct Knowledge of the Acquired Companies and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legalStockholder, valid, bindingsubsisting, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following and binding upon the consummation parties thereto in accordance with their terms, subject to the qualifications that enforcement of the transactions contemplated hereby; rights and remedies created thereby is subject to (Ci) no party bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity (regardless of whether such enforcement is considered in breach a proceeding in equity or defaultat law), and no event has occurred which the Acquired Companies have satisfied in full or provided for all of their liabilities and obligations thereunder requiring performance prior to the date hereof in all respects, and are not in default under any of them, nor does any condition exist that with notice or lapse of time or both would constitute such a breach or default, or permit termination, modification, or acceleration, under . To the agreement; and (D) no party has repudiated any provision Knowledge of the agreementAcquired Companies and the Stockholder, no other party to any such Material Contract is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute such a default. Subject to obtaining any applicable consents, all of the Acquired Companies' rights under such Material Contracts will be conveyed to the Buyer, upon consummation of the transactions contemplated by this Agreement.

Contracts. SCHEDULE 4(pSet forth on Section 3.1(i) attached hereto lists of the following contracts and other agreements Company Disclosure Letter is a list of each agreement or contract, or any amendment thereto, to which the Company or any of the Target and its Subsidiaries DM Entity is a partyparty and which is: (i) any with respect to the current or former Business Employees or other service providers of the DM Entities, an employment or consulting agreement (excluding any such contracts or group arrangements for which the total compensation during each of related agreementsthe last two years was less than $120,000 per Person or contracts which are terminable by the Company or any DM Entity at will, subject to the notice and severance policies of the Company), or any severance or “change of control” agreement, pursuant to which the Company or any DM Entity is currently making cash payments; (ii) for an employee collective bargaining agreement or other contract with any labor union; (iii) a lease or similar agreement under which the lease of Company or any DM Entity is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by a third party at an annual payment in excess of $200,000; (iv) an agreement or contract primarily related to the Business that involves the obligation of the Company or any DM Entity to purchase materials, supplies, equipment or services from others for payment of more than $500,000 and which is not terminable by the Company or any Person providing for lease DM Entity on less than 90 days’ notice; (v) an agreement or contract which deals with the provisions of the Business on a co-packing, contracting or subcontracting basis at an annual payment or receipt of payments in excess of $10,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to any of the Target and its Subsidiaries, or involve consideration in excess of $10,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $10,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition250,000; (vi) any an agreement with any or contract (excluding purchase orders in the ordinary course of the Sellers Business) that involves the obligation of the Company or any DM Entity to deliver products or services to third parties for annual payment of more than $250,000 and their Affiliates (other which is not terminable by the Company or any DM Entity on less than the Target and its Subsidiaries)90 days’ notice; (vii) an agreement or contract pursuant to which the Company or any profit sharingDM Entity has, stock optionsince January 27, stock purchase2008, stock appreciationacquired or agreed to acquire an equity interest in or all or substantially all of the assets or business of any other Person; or any profit-, deferred compensationloss-, severancecost-, or other material plan or arrangement for the benefit of its current or former directors, officers, and employeesliability-sharing agreement; (viii) an agreement or contract under which the Company or any collective bargaining agreementDM Entity has borrowed any money or issued any note, bond, indenture or other similar evidence of indebtedness or guaranteed indebtedness, liabilities or obligations of others, with respect to the Company, in an amount in excess of $5,000,000, and with respect to any DM Entity, in an amount in excess of $200,000, other than endorsements for the purpose of collection and indebtedness to trade creditors, in each case, in the ordinary course of the Business; (ix) any agreement for the employment a mortgage, pledge, security agreement, deed of any individual on a full-time, part-time, consulting, trust or other basis providing annual compensation document, in each case granting a Lien (including liens upon properties acquired under conditional sales, capital leases or other title retention or security devices) securing obligations in excess of $10,000 or providing severance benefits200,000; (x) an agreement restricting the right of the Company or any agreement under which it has advanced or loaned DM Entity to compete in any amount to material respect with any of its directors, officers, and employees outside the Ordinary Course of Businessother Person; (xi) a Dividable Contract; (xii) an agreement for the retention through or after the Closing of certain Business Employees (the “Retention Agreements”); (xiii) an agreement between the Company or any DM Entity, on the one hand, and the Company or any of its Subsidiaries, on the other hand; (xiv) a partnership or joint venture agreement; (xv) an agreement under which where the consequences of a breach or default thereunder, or the termination could expiration or cancellation thereof, would be reasonably likely to result in a Material Adverse Effect; (xvi) an agreement which grants any third party the exclusive right to purchase any product of the Business which is substantially different than any other product of the Business (except with respect to sales of such products to customers of the Company in the ordinary course of the Business); (xvii) an agreement entered into other than in the ordinary course of the Business and consistent with past practice, the termination of which would, or would be reasonably likely to, result in a Material Adverse Effect; and (xviii) an agreement granting a third party an option or a right of first refusal or first offer. Neither the Company nor any DM Entity is (with or without the lapse of time or the giving of notice, or both) in breach or default under any Assumed Contract or DM Entity Contract set forth on Section 3.1(i) of the Company Disclosure Letter and, to the Knowledge of the Company, no other party to any such Assumed Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder, except for such breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the business, financial condition, operations, results of operations, or future prospects of any Material Adverse Effect. All of the Target and its Subsidiaries; or (xiiAssumed Contracts set forth on Section 3.1(i) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000. The Sellers have delivered to the Buyer a correct and complete copy of each written agreement listed in SCHEDULE 4(p) attached hereto and a written summary setting forth the terms and conditions of each oral agreement referred to in SCHEDULE 4(p). With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and Company Disclosure Letter are in full force and effect on identical terms following and are valid and binding obligations of either the consummation Company or the applicable DM Entity and (to the extent binding obligations of the transactions contemplated hereby; (Cother parties thereto) no party is enforceable in breach accordance with their respective terms except to the extent such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or default, and no event has occurred which with notice other Applicable Law relating to or lapse affecting the enforcement of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (D) no party has repudiated any provision creditors’ rights of the agreementby general equitable principles.