Common use of Contracts Clause in Contracts

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list of the following (each, a “Material Contract”): (i) all Contracts to which the Company is a party or by which the Company is bound providing for potential annual payments by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Body.

Contracts. (a) Schedule 2.10(a) Except as set forth in the SEC Reports filed prior to the Disclosure Memorandum contains an accurate and complete list date of this Agreement or Section 3.18 of the following (eachDisclosure Schedule, neither the Company nor any of the Subsidiaries is a “Material Contract”): party to or bound by any (i) all Contracts to which "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the Company is a party or by which the Company is bound providing for potential annual payments by or to the Company in excess of $25,000; SEC), (ii) each Contract relating non-competition agreement or any other agreement or obligation which purports to limit in any respect the Debt; manner in which, or the localities in which, all or any material portion of the business of the Company and the Subsidiaries, taken as a whole, may be conducted, (iii) all Contracts affecting the ownership oftransaction, leasing ofagreement, title to, use of arrangement or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts understanding with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit affiliate of the Company or such Subsidiary that would be required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC, (iv) voting or other Personagreement governing how any Shares shall be voted, other than those restricting a Person other than (v) acquisition, merger, asset purchase or sale agreement, (vi) agreement which provides for, or relates to, the incurrence by the Company entered into or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar, hedge or insurance agreements, or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its financing), or (vii) contract or other agreement which would prohibit or materially delay the consummation of the Merger or any actual of the transactions contemplated by this Agreement (all contracts of the type described in clauses (i) through (vii) being referred to herein as "Material Contracts"). Each Material Contract is valid and binding on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed all obligations required to be performed by them to date under each Material Contract, except where such noncompliance, individually or prospective customer or vendor in the ordinary course aggregate, would not have a Material Adverse Effect on the Company. Except as set forth in Section 3.18 of business consistent the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is in default or knows of, or has received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any condition which with past practices pursuant to the passage of time or the giving of notice or both would result in such a form made available to Parent; (xiiiviolation or default under) all Contracts relating to any interest rateMaterial Contract, currency except any such default or commodity derivatives violation that, individually or hedging transaction; and (xiv) all Contracts with in the aggregate, would not have a Governmental BodyMaterial Adverse Effect.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains 4.11 annexed hereto sets forth an accurate accurate, correct and complete list of the following (eachContracts, a “Material Contract”): (i) all Contracts in effect at any time from October 1, 1994 through the date hereof, to which the Company or any of its Subsidiaries is or was a party party, by which any of them are bound or by pursuant to which the Company or any of its Subsidiaries is bound providing or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for potential annual payments capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000its Subsidiaries; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; and (viii) all Contracts containing Any other Contract related to the business of the Company or providing any of its Subsidiaries, as currently conducted, which provides for an express undertaking a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to be responsible for consequential, special the Parent or liquidated damages or to indemnify any other party that may result in liability made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in excess this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of $25,000; its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (ix) all Contracts involving together with the settlementitems set forth in Schedule 4.11 annexed hereto), releaseto have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, compromise or waiver the Merger will not be considered an assignment of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Body.Contracts. A-16

Contracts. (a) Section 3.14(a) of the Company Disclosure Schedule 2.10(a) to the Disclosure Memorandum contains an accurate sets forth a true and complete list of the following (each, a “Material Contract”): (i) all Contracts each Contract to which the Company or any Company Subsidiary is a party to or bound by which falls within any of the following categories: (i) any agreement that limits or restricts in any material respect the Company is bound providing for potential annual payments or any Company Subsidiary from competing or engaging in any line of business or in any geographic area or that restricts the right of the Company and any Company Subsidiary (or, following the consummation of the transactions contemplated by this Agreement, would limit the ability of Parent or any of its Subsidiaries, including the Surviving Corporation) to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third Person “most favored nation” status or any type of special discount rights, (ii) any agreement that involves payments to or from the Company or any Company Subsidiary in excess of $25,000; (ii) each Contract relating to 500,000 during the Debt; eighteen-month period ended December 31, 2012, (iii) all Contracts affecting any agreement that by its terms limits the ownership of, leasing of, title to, use payment of dividends or other distributions to stockholders by the Company or any leasehold or other interest inCompany Subsidiary, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees agreement relating to wagesindebtedness for borrowed money or any financial guaranty in excess of $1,000,000 individually, hours or other conditions of employment; (v) all Contracts involving any joint venturematerial lease, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes sublease or other liabilities by Contract with respect to the Company with any other Person or that provides for the payment of referral fees or bounties; Leased Real Property, (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity any agreement or other arrangement that would prevent, restrict require the disposition of any material assets or limit in any way line of business of the Company from carrying on its business in or any manner or in any geographic location; Company Subsidiary as a result of the consummation of the transactions contemplated by this Agreement, (vii) all Contracts containing an effective power any other “material contract” (as such term is defined in Item 601(b)(10) of attorneyRegulation S-K of the SEC), agency or similar authority granted by the Company; (viii) all Contracts containing any agreement that expressly prohibits or providing for an express undertaking limits, the right of the Company or any Company Subsidiary to make, sell or distribute any products or services or use, transfer, license, distribute or enforce any of their respective Intellectual Property Rights, or (ix) any other agreement which would prohibit or materially delay the consummation of the Offer or the Merger or any other transaction contemplated by this Agreement. Each Contract of the type described in this Section 3.14(a) is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been made available by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned toParent, or made an investment in, or guaranteed publicly filed with the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental BodySEC.

Contracts. Set forth in Section 3.13 of the Company Disclosure Schedule is a list of (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list of the following (eachall contracts, a “Material Contract”): (i) all Contracts agreements, commitments, undertakings or obligations to which the Company or any of its Subsidiaries is a party or by which it or its assets or properties are bound or subject which involve the Company is bound providing for potential annual payments payment by or to the Company in excess or any of its Subsidiaries of more than $25,00050,000 under any one of such contracts and which have a remaining term of more than 120 days (taking into account the effect of any renewal options), (b) all contracts, agreements or other instruments evidencing Indebtedness; (ii) each Contract relating to the Debt; (iiic) all Contracts affecting the ownership of, leasing of, title to, use of joint venture or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating partnership agreements to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any PersonSubsidiary is a party; (xid) all Contracts relating contracts or agreements restricting the right of any person or entity to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between compete with the Company or any Subsidiary, and any other Person for all contracts or agreements restricting the benefit right of the Company or such other Personany Subsidiary to compete with any person or entity, to sell to or purchase from any person or entity or to hire any person; (e) all contracts or agreements, other than those restricting contracts or agreements for the sale of products in the ordinary course of business, providing for indemnification or exoneration of any other person or entity by the Company or any Subsidiary; (f) all contracts or agreements with any public utility pursuant to which the Company or any Subsidiary provides goods or services to such public utility; (g) all contracts pursuant to which the Company provides services and pursuant to which there is no limitation on the liability of the Company; and (h) all other contracts, agreements, commitments, undertakings or obligations to which the Company or any of its Subsidiaries is a Person party or by which it or its assets or properties are bound or subject (other than Real Property Leases, Personal Property Leases, Employment Agreements and Benefit Plans) (x) which if terminated or lost would have a Material Adverse Effect with respect to the Company and its Subsidiaries, taken as a whole, or (y) was not entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form (collectively, the "Contracts"). There have been made available to Parent; Crane true and complete copies of all such Contracts that are in writing (xiiiincluding all amendments thereto, if any). Except as set forth in Section 3.13 of the Company Disclosure Schedule, all of the Contracts are in full force and effect and neither the Company nor any of its Subsidiaries (as the case may be) all Contracts relating is in default thereunder, nor, to the knowledge of the Company, is any other party to any interest rateContract in default thereunder, currency nor, to the best of the Company's knowledge, does any condition exist that, with the giving of notice or commodity derivatives lapse of time or hedging transaction; both, would constitute a default thereunder, which default would give rise to a right on the part of some party thereto to terminate such Contract or claim damages thereunder, except such default (i) as to which requisite waivers or consents have been obtained or (ii) which is curable and (xiv) all is cured within the applicable period for cure permitted under such Contract. Except as set forth in Section 3.10 of the Company Disclosure Schedule, no approval or consent of any person is needed in order for the Contracts with a Governmental Bodyto continue in full force and effect under the same terms and conditions currently in effect following the consummation of the transactions contemplated by this Agreement.

Contracts. Schedule 2.1(x) sets forth all oral or written contracts, agreements, indentures, notes, bonds, loans, instruments, leases, commitments, or other arrangements or commitments (acollectively, “Contracts”) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list of the following (each, a “Material Contract”): (i) all Contracts to which the Company or any of its Subsidiaries is a party or by which the Company it is bound providing for potential annual payments by or to the Company with a value in excess of $25,00075,000, in each case, of any of the following types (collectively, the “Material Contracts”): (i) Contracts with any current or former officer or director of the Company or any of the Company’s Subsidiaries or any other employment, non-competition, severance, consulting, or similar agreement; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other association representing any employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilitiesSubsidiaries; (xiii) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit sale of any of the assets of the Company or such other Person, any of the Company’s Subsidiaries other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent or for the grant to any person of any preferential rights to purchase any of their assets; (iv) joint venture agreements; (v) Contracts containing covenants of the Company or any of the Company’s Subsidiaries not to compete in any line of business or with past practices pursuant any person in any geographical area; (vi) Contracts relating to a form the acquisition by the Company or any of the Company’s Subsidiaries of any operating business or the capital stock of any other Person; (vii) Contracts relating to indebtedness; or (viii) Contracts granting any registration or similar right in respect of securities of the Company or any of the Company’s Subsidiaries. There have been made available to Parent; the Purchasers true and complete copies of all of the Material Contracts and there are no other contracts material to the business of the Company or any of its Subsidiaries. Except as set forth on Schedule 2.1(x), all of the Material Contracts and all other Contracts of the Company and the Company’s Subsidiaries are in full force and effect and are the legal, valid, and binding obligations of the Company and/or the Company’s Subsidiaries, enforceable against them in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (xiii) all Contracts relating regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth on Schedule 2.1(x), neither the Company nor any of the Company’s Subsidiaries is in default in any material respect under any Material Contract or any other Contract of the Company and its Subsidiaries, nor, to the Company’s knowledge, after due inquiry, is any other party to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodysuch Contract in default thereunder in any material respect.

Contracts. (ai) Schedule 2.10(aExcept as set forth in Section 5.1(s) to the Disclosure Memorandum contains an accurate and complete list of the following Company Disclosure Schedule, as of the date of this Agreement, none of the Company or any of its Subsidiaries is a party to or bound by any contract, agreement, commitment, lease, or other instrument or obligation, whether oral or written (each, each a “Material Contract”): (iA) all Contracts required to be filed by the Company with the SEC pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (B) with respect to partnerships, joint ventures or similar arrangements; (C) containing covenants of the Company or any of its Subsidiaries purporting to limit in any material respect any line of business, any channel of distribution, or geographical area in which the Company or its Subsidiaries may operate; (D) pursuant to which the Company or any of its Subsidiaries has any Indebtedness in an amount in excess of $500,000 outstanding (other than intercompany Indebtedness); (E) licensing or otherwise specifically concerning Intellectual Property (except for Contracts with respect to non-exclusive, generally commercially available software) that is material to the business of the Company and its Subsidiaries, taken as a whole; (F) that is a collective bargaining agreement, or any other Contract with any labor union, labor organization or works council; (G) pursuant to which the Company or any of its Subsidiaries leases Owned Real Property to any third party other than short term leases that are terminable by the Company or its Subsidiaries without fee or penalty upon thirty days’ or less prior notice; (H) that is a Property Franchise; (I) for any construction work (including any additions or expansions) to be performed at any Owned Real Property and under which the Company or any of its Subsidiaries has an obligation in excess of $250,000 in the aggregate; (J) relating to interest rate caps, interest rate collars, interest rate swaps, currency hedging transactions and other similar arrangements to which the Company or any of its Subsidiaries is a party or by which an obligor with respect thereto; (K) that require the Company is bound providing or any of its Subsidiaries to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions; or (L) that by its terms calls for potential annual aggregate payments by or to the Company or any of its Subsidiaries in excess of $25,000; 500,000. Each such Contract described in clauses (iiA) each Contract relating - (L) above is referred to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property herein as a “Material Contract.” As of the Companydate hereof, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; Parent an accurate and (xiv) all Contracts with a Governmental Bodycomplete copy of each Material Contract.

Contracts. (a) Schedule 2.10(aExcept for this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any Contract (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Documents; (ii) which constitutes a Contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iii) which contains any provision that would restrict or affect the conduct of business of any Affiliate of the Company (or any Affiliate of any such Affiliate of the Company); (iv) that (A) contains most favored customer pricing provisions or (B) grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any person, in each case under this clause (B) in a manner which is material to the business of the Company and its Subsidiaries, taken as a whole; (v) which was entered into after September 27, 2008 or not yet consummated for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration in excess of $250,000 (other than acquisitions or dispositions of assets in the ordinary course of business); (vi) which by its terms calls for aggregate payments by the Company or its Subsidiaries of more than $250,000 over the remaining term; (vii) which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $250,000; or (viii) which grants any rights to any material Company Intellectual Property (other than commercially available, off-the-shelf software). Each Contract, arrangement, commitment, agreement, license, permit, bond, mortgage, indenture or understanding of the type described in clauses (i) through (vii) of this Section 4.11, whether or not set forth in the Company Disclosure Memorandum contains an accurate Letter or in the Company SEC Documents, is referred to herein as a “Company Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, whether or not filed with the SEC, is a Company Contract). A true and complete list of the following (each, a “Material Contract”): (iCompany Contracts is set forth in Section 4.11(a) all Contracts to which the Company is a party or by which the Company is bound providing for potential annual payments by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental BodyDisclosure Letter.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list 3.15 of the following (eachCompany Disclosure Schedule lists all contracts, a “agreements, guarantees, leases and executory commitments, other than Company Plans and any Material Contract”): (i) all Contracts listed as an exhibit to any Company SEC Document, that exist as of the date hereof to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound and which fall within any of the following categories (such agreements, as well as Company Plans and Material Contracts listed as an exhibit to any Company SEC Document, are collectively referred to as the “Material Contracts”): (i) any agreement, contract or commitment in connection with which or pursuant to which the Company and its Subsidiaries is likely to spend or receive, in the aggregate, more than $250,000 during either the current fiscal year or the next fiscal year, (ii) any non-competition, exclusivity or other similar agreement that prohibits or otherwise restricts, in any material respect, the ability of the Company or any of its Subsidiaries to conduct their business, (iii) any employment, severance, change in control or consulting agreement with any executive officer or other employee of the Company or any of its Subsidiaries or member of the Company Board earning an annual base salary or other compensation in excess of $125,000, (iv) joint venture agreements, (v) indentures, mortgages, promissory notes, loan agreements, letters of credit or guarantees under which the amount the amount outstanding or guaranteed is in excess of $100,000, other than guarantees made by the Company of any obligations of any of its Subsidiaries, or pursuant to which the Company has the right borrow in excess of $100,000, or providing for potential annual the creation of any security interest or lien upon any of the assets of the Company with an aggregate value in excess of $100,000, (vi) contracts (other than those described in clause (ix) below and other than ordinary course contracts providing for royalties to content rights holders or bounties or other similar payments related to customer or web traffic acquisition) providing for “earn-outs” or other contingent payments by the Company involving more than $200,000 in the aggregate during either the current fiscal year or the next fiscal year, (vii) contracts associated with off balance sheet financing in excess of $100,000 in the aggregate, including but not limited to arrangements for the sale of receivables, (viii) licenses or similar agreements granting the Company the right to use any material Intellectual Property (other than licenses for generally available “off the shelf” third party software or related Intellectual Property), or granting any third party the right to use any Company Intellectual Property (other than non-exclusive trademark and logo licenses granted by the Company to partners for marketing purposes and non-exclusive end-user or customer licenses granted by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor Subsidiaries in the ordinary course of business consistent with past practices pursuant to that have a form made available to Parent; term of less than one year remaining from the date of this Agreement or that are terminable without penalty upon 60 days or less notice), (xiiiix) all Contracts stock purchase agreements, asset purchase agreements or similar acquisition agreements relating to the purchase or sale of a business or the assets thereof, under which the Company or its Subsidiaries have any interest ratematerial remaining obligations, currency (x) lease agreements, purchase agreements and other similar agreements providing for or commodity derivatives relating to the lease or hedging transaction; acquisition of real property by the Company, with minimum payments in excess of $200,000 per year, or (xi) any other agreement that would be required to be filed as an exhibit to an Annual Report on Form 10-K of the Company if the Company were to file such report on the date of this Agreement (assuming for this purpose that the fiscal year covered thereby ended on the date of this Agreement). All Material Contracts to which the Company or its Subsidiaries are party or by which it is bound are valid and binding obligations of the Company or such Subsidiary and, to the Knowledge of the Company, the valid and binding obligation of each other party thereto, except to the extent it has previously expired in accordance with its terms. Neither the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (xivor both) all Contracts with would constitute a Governmental Bodydefault under or permit the termination of, any such Material Contract, except for such violations and defaults which would not have, individually or in the aggregate, a Company Material Adverse Effect.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains 3.12 is an accurate and complete list of all of the following (each, a “Material Contract”): (i) all types of Contracts which involve either future Obligations of $100,000 or more to which any of the Company Acquired Companies is a party or by which any of the Company Acquired Companies is bound providing for potential annual payments by bound, or is otherwise material to any of the Company in excess of $25,000Acquired Companies (collectively, the "Specified Contracts"), grouped into the following categories: (a) customer, client or alliance partner Contracts; (iib) each Contract relating to Contracts for the Debtpurchase or lease of Real Property or otherwise concerning Real Property owned or used by any of the Acquired Companies; (iiic) all loan agreements, mortgages, notes, guarantees and other financing Contracts; (d) Contracts affecting for the purchase, lease and/or maintenance of computer equipment and other equipment, Contracts for the purchase, license, lease and/or maintenance of Software under which any of the Acquired Companies is the purchaser, licensee, lessee or user, and other supplier Contracts; (e) employment, consulting and sales representative Contracts (excluding Contracts which constitute Employee Benefit Plans listed on Schedule 3.12, and excluding oral Contracts with employees for "at will" employment); (f) Contracts under which any rights in and/or ownership ofof any Software product, leasing of, title to, use of or any leasehold technology or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver Intangible of any of the Company’s material rightsAcquired Companies, claimsor any prior version thereof, obligationsor any part of the customer base, duties business or liabilitiesAssets of any of the Acquired Companies, or any shares or other ownership interests in any of the Acquired Companies (or any of their predecessors) was acquired; (xg) all Contracts under pursuant to which the Company has loaned to, Acquired Companies have agreed to indemnify or made an investment in, or guaranteed the obligations of, hold harmless any Person; Person (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual indemnifications or prospective customer or vendor hold harmless covenants in the ordinary course of business and consistent with past practices pursuant to a form practice); and (h) other material Contracts (excluding Contracts which constitute Insurance Policies listed on Schedule 3.16 and excluding this Agreement and all other Contracts entered into between any of the Acquired Companies and HAI, or among any of the Acquired Companies, HAI and other parties in connection herewith). A description of each oral Specified Contract is included on Schedule 3.12, and copies of each written Specified Contract have been made available to Parent; (xiii) all Contracts relating HAI and Newco. Except as set forth on Schedule 3.12, with respect to each of the Specified Contracts, none of the Acquired Companies is in material default thereunder nor would be in material default thereunder with the passage of time, the giving of notice, or both. Except as set forth on Schedule 3.12, to the knowledge of HealthAxis, none of the other parties to any interest rateSpecified Contract is in material default thereunder or would be in material default thereunder with the passage of time, currency the giving of notice or commodity derivatives both. Except as set forth on Schedule 3.12, none of the Acquired Companies has given or hedging transaction; received any notice of default or notice of termination with respect to any Specified Contract, and (xiv) all Contracts to the knowledge of HealthAxis each Specified Contract is in full force and effect in accordance with its terms. Except as set forth on Schedule 3.12, there are no currently outstanding proposals or offers submitted by any of the Acquired Companies to any customer, prospect, supplier or other Person which, if accepted, would result in a Governmental Bodylegally binding Contract of such company involving an amount or commitment exceeding $100,000 in any single case or an aggregate amount or commitment exceeding $500,000 in the aggregate.

Contracts. (a) Schedule 2.10(a) to 3.10 sets forth, as of the Disclosure Memorandum contains an accurate and complete date hereof, a list of all of the following (each, a “Material Contract”): (i) all Contracts and Other Agreements to which the Company is a party party: (i) contracts, severance agreements, non-competition agreements, non-disclosure agreements or any other type of contract or understanding with any current or former holder of at least 10% of the outstanding Company Common Stock, or any current or former officer, director, employee or person retained by which the Company is bound providing for potential annual payments by or to the Company in excess of $25,000(including, without limitation, independent consultants and commission agents); (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or contracts and other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts agreements with any labor union or other association representing any employee representative of a group of employees relating to wagesthe Company; (iii) partnership, hours joint venture or license agreements; (iv) indentures, mortgages, promissory notes, loan agreements, guarantees or other conditions agreements or commitments for the borrowing of employmentmoney or for a line of credit; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company contracts with any person to sell, distribute or otherwise market any of the Company's products or services, other Person or that provides for than in the payment ordinary course of referral fees or bountiesbusiness; (vi) all Contracts with a noncompetitioncontracts (other than those terminable without penalty on not more than thirty (30) days notice) for the purchase or lease of materials, nonsolicitationsupplies, “most-favored-nations” pricing or exclusivity agreement goods, services, equipment or other arrangement that would prevent, restrict or limit in any way assets providing for future aggregate payments by the Company from carrying on its business in any manner of $25,000 or in any geographic locationmore; (vii) all Contracts containing an effective power contracts for the sale of attorney, agency any material assets of the Company other than in the ordinary course of business or similar authority granted by the grant to any person of any options or preferential rights to purchase any material assets of the Company; (viii) all Contracts containing or providing for an express undertaking by contracts under which the Company to be responsible for consequential, special or liquidated damages or agrees to indemnify any other party, to guarantee any third party that may result in obligations or to share the tax liability to the Company in excess of $25,000any party; (ix) all Contracts involving contracts relating to the settlement, release, compromise or waiver acquisition by the Company of any operating business or the capital stock of the Company’s material rights, claims, obligations, duties or liabilitiesany other person; (x) all Contracts under which contracts containing obligations or liabilities of any kind to holders of the Company has loaned to, or made an investment in, or guaranteed the obligations of, any PersonSecurities; (xi) all Contracts relating contracts for the payment of fees or other consideration to any bond current or letter former employee, consultant, officer or director of creditthe Company; (xii) all Contracts containing any obligation leases or options or rights of confidentiality or nondisclosure between the Company and any other Person first refusal for the benefit purchase or lease of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parentreal property; (xiii) all Contracts relating contracts which contain any material non compete or exclusivity provisions with respect to any interest ratebusiness or geographic area in which business is conducted with respect to the Company or which restricts the conduct of any business by the Company or any geographic area in which the Company may conduct business or requires exclusive referrals of any business, currency in each case in any material respect; or commodity derivatives or hedging transaction; and (xiv) contracts with any person for the provision of investment banking or financial consulting services by the Company. There have been delivered or made available to SETO true and complete copies of all such Contracts and Other Agreements as set forth on Schedule 3.10. All of such Contracts and Other Agreements are in full force and effect with a Governmental Bodyrespect to the Company and are in full force and effect with respect to the other parties thereto.

Contracts. Section 3.17 to the Companies' Disclosure Schedule lists all contracts, agreements, guarantees, leases and executory commitments that exist as of the date hereof other than Plans (each a "Contract") to which any of the Companies is a party and which fall within any of the following categories: (a) Schedule 2.10(a) Contracts not entered into in the Ordinary Course of Business other than those that are not material to the Disclosure Memorandum contains an accurate Businesses, (b) joint venture and complete list partnership agreements, (c) Contracts containing covenants purporting to limit the freedom of any of the following Companies to compete in any line of business in any geographic area or to hire any individual or group of individuals, (d) Contracts which after the Closing Date would have the effect of limiting the freedom of the Purchaser or its subsidiaries to compete in any line of business in any geographic area or to hire any individual or group of individuals, (e) Contracts which contain minimum purchase conditions in excess of $1,000,000 with respect to inventory purchases for resale, and $500,000 in the case of everything else, or requirements or other terms that restrict or limit the purchasing relationships of any of the Companies, or any customer, licensee or lessee thereof, (f) Contracts relating to any outstanding commitment for capital expenditures in excess of $250,000, (g) indentures, mortgages, promissory notes, loan agreements or guarantees of borrowed money in excess of $1,000,000, letters of credit or other agreements or instruments of any of the Companies or commitments for the borrowing or the lending of amounts in excess of $1,000,000 by any of the Companies or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of any of the Companies with an aggregate value in excess of $100,000, (h) Contracts providing for "earn-outs" or other contingent payments by any of the Companies involving more than $100,000 over the term of the Contract, and (i) Contracts with or for the benefit of any Affiliate of any of the Companies or immediate family member thereof (other than subsidiaries of the Company) involving more than $60,000 in the aggregate per Affiliate. All such Contracts and all contracts to which Companies is a party and which involve annual revenues to the Businesses of the Companies in excess of 2.5% of the Companies' consolidated annual revenues (each, a “"Material Contract”): (i") all Contracts are valid and binding obligations of one or more of the Companies and, to which the knowledge of the Company is and the Sellers, the valid and binding obligation of each other party thereto except such Contracts or Material Contracts which if not so valid and binding would not, individually or in the aggregate, reasonably be expected to result in a party or by which Material Adverse Change with respect to the Companies taken as a whole. Neither any of the Companies nor, to the knowledge of the Company is bound providing for potential annual payments by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership ofSellers, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any such Contract or Material Contract except such violations or defaults under or terminations which, individually or in the aggregate, would not reasonably be expected to result in liability a Material Adverse Change with respect to the Company Companies taken as a whole. Set forth in excess Section 3.17(j) to the Companies' Disclosure Schedule is a description of $25,000; (ix) all Contracts involving any material changes to the settlement, release, compromise or waiver amount and terms of the indentures of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which Companies from the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor descriptions thereof in the ordinary course of business consistent with past practices pursuant notes to a form made available the financial statements previously delivered to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodythe Purchaser.

Contracts. (a) Schedule 2.10(a) to Section 3.13 of the Disclosure Memorandum contains an accurate and complete list Schedule lists all of the following Contractual Obligations of PEP Group that relate primarily to the conduct of the Business or the Acquired Assets (each, each a “Material Contract” and collectively, the “Material Contracts”): (i) all Contracts to any Contractual Obligation which the Company is a party or by which the Company is bound providing for potential involves annual payments by or to the Company consideration in excess of $25,000100,000; (ii) each Contract relating to the Debtany employee, consulting, or severance agreement; (iii) all Contracts affecting the ownership ofany credit agreement, leasing ofloan agreement, title toindenture, use note, mortgage, security agreement, loan commitment, evidence of or any leasehold Debt, or other interest in, any real or personal property contract relating to the borrowing of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000funds; (iv) all Contracts with any labor union or other employee representative Contractual Obligation required to be listed in §3.11(c) of a group of employees relating to wages, hours or other conditions of employmentthe Disclosure Schedule; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person customer or that provides for supplier listed in §3.19 of the payment of referral fees or bountiesDisclosure Schedule; (vi) all Contracts any agreement with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic locationGovernmental Authority; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Companyany collective bargaining agreement; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability agreement relating to the Company in excess acquisition or disposition of $25,000any business (including without limitation, any transitional services agreement); (ix) all Contracts involving the settlement, release, compromise any agreement that restricts or waiver prohibits Seller or PEPL from engaging in any line of business or from competing with any of the Company’s material rights, claims, obligations, duties person or liabilitiesentity; (x) all Contracts under which the Company has loaned to, any agreement containing “change in control” or made an investment in, similar provisions relating to a change in control of Seller or guaranteed the obligations of, any PersonPEPL; (xi) all Contracts relating any agreement pursuant to which Seller or PEPL is obligated to indemnify any bond person or letter of creditentity; (xii) all Contracts containing any obligation contract that will result in the payment by, or the creation or acceleration of confidentiality any Liability to pay on behalf of Buyer, Seller or nondisclosure between the Company and PEPL any severance, termination, “golden parachute,” or other Person for the benefit similar payments to any present or former personnel following termination of employment or otherwise as a result of the Company or such other Person, other than those restricting a Person other than consummation of the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parenttransactions contemplated by this Agreement; (xiii) all Contracts relating any labor or union contract, or agreement to comply with the terms set by any interest ratenational union; (xiv) any other Contractual Obligation material to Seller, currency PEPL, the Business, or commodity derivatives or hedging transactionthe Acquired Assets; and (xivxv) any other Contractual Obligation not entered into in the Ordinary Course of Business. Seller has made available to Buyer a correct and complete copy of each Material Contract, including all amendments and supplements thereto. Each of the Material Contracts listed is in full force and effect and Enforceable. None of Seller, PEPL and each of their Affiliates has received any written notice of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Material Contracts. There exists no event of default, condition or act on the part of Seller or to the Knowledge of Seller, on the part of the other parties to any Material Contract, which constitutes or would constitute (with notice or lapse of time or both) a Governmental Bodymaterial breach of or material default under any of the Material Contracts.

Contracts. (a) Section 3.14(a) of the Company Disclosure Schedule 2.10(a) to the Disclosure Memorandum contains an sets forth a complete and accurate and complete list of the following (each, a “Material Contract”): (i) all Contracts contracts and agreements to which the Company or any of its Subsidiaries is a party as of the date of this Agreement (i) in connection with which or by pursuant to which the Company is bound providing and its Subsidiaries paid, in the aggregate during the fiscal year ended October 2, 2012, more than $5,000,000 to any vendor for potential annual payments merchandise resold by or to the Company and its Subsidiaries, (ii) that is a services agreement, equipment lease, logistics agreement, information technology agreement, agreement related to software or intellectual property license (other than any architectural or construction-related contract) in connection with which or pursuant to which the Company and its Subsidiaries paid, in the aggregate during the fiscal year ended October 2, 2012, more than $2,000,000 to any person, (iii) any pharmacy-related agreements, including, without limitation, procurement agreements, rebate agreements and network pharmacy service agreements, in connection with which or pursuant to which the Company and its Subsidiaries paid, in the aggregate during the fiscal year ended October 2, 2012, more than $1,000,000 to any person, (iv) related to indebtedness for borrowed money owed by the Company or any of its Subsidiaries having an outstanding amount in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company2,500,000 individually, other than personal property leases having any such indebtedness between or among any of the Company and any of its Subsidiaries, (v) that prohibits or otherwise restricts, in any material respect, the Company or any of its Subsidiaries from freely engaging in business anywhere in the world, (vi) that is a value per item “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC (“Regulation S-K”)) with respect to the Company and its Subsidiaries, (vii) that is an employment or aggregate payments of less than $25,000; (iv) all Contracts consulting agreement with any labor union executive officer or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with or any other Person of its Subsidiaries or that provides for the payment member of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company Board earning an annual salary from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company of its Subsidiaries in excess of $25,000; 100,000, (viii) that is a joint venture, partnership, limited liability company or other similar agreement or arrangement in which the Company or any of its Subsidiaries is still a member, partner or shareholder in connection with which the Company or any of its Subsidiaries has a recorded balance (on a GAAP basis) of more than $1,000,000 or (ix) all Contracts involving that involves the settlement, release, compromise acquisition from another person or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; disposition to another person (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person acquisitions or dispositions of inventory, merchandise, products, services, properties and other than the Company entered into with any actual or prospective customer or vendor assets in the ordinary course of business consistent with past practices pursuant business), of assets or capital stock or other equity interests for aggregate consideration under such contract (or series of related contracts) in excess of $1,000,000, in the case of clauses (i) through (ix), other than those that are terminable by the Company or any of its Subsidiaries on no more than 30 days’ notice without material liability or financial obligation to a form the Company or any of its Subsidiaries (collectively, the “Company Material Contracts”). The Company has made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; Parent and (xiv) all Contracts with Merger Sub a Governmental Bodycomplete and accurate copy of each Company Material Contract.

Contracts. Schedule 3.24 lists all written or oral contracts, agreements, guarantees, leases and executory commitments (aeach a "CONTRACT") Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list of the following (each, a “Material Contract”): (i) all Contracts to which the Company or any Subsidiary is a party as of the date of this Agreement and which fall within any of the following categories: (a) contracts not entered into in the ordinary course of the Company's or any of its Subsidiary's business; (b) joint venture, partnership and like agreements; (c) Contracts which are service contracts (excluding contracts for delivery services entered into in the ordinary course of business) or equipment leases involving payments by which the Company is bound providing for potential annual payments by or any Subsidiary of more than $250,000 per year, (d) Contracts containing covenants purporting to limit the freedom of the Company or any Subsidiary of the Company to compete in any line of business in any geographic area or to hire any individual or group of individuals, (e) Contracts which contain minimum purchase conditions or requirements or other terms that restrict or limit the purchasing relationships of the Company or any Subsidiary of the Company, (f) Contracts relating to any outstanding commitment for capital expenditures of the Company or any Subsidiary of the Company in excess of $25,000; 50,000, (iig) indentures, mortgages, promissory notes, loan agreements, guarantees, in each Contract case involving amounts in excess of $50,000, letters of credit or other agreements or instruments of the Company or any Subsidiary of the Company or commitments for the borrowing or the lending of amounts, in each case in excess of $50,000, by the Company or any Subsidiary of the Company or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of the Company or any Subsidiary of the Company, (h) Contracts relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use lease or sublease of or any leasehold sale or other interest in, any purchase of real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership annual expense or limited liability company agreement involving a sharing price in excess of profits, losses, costs, Taxes or other liabilities $50,000 and not cancelable by the Company with or any other Person Subsidiary (without premium or that provides for penalty) within one month, (i) Contracts involving annual revenues or expenditures to the payment business of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in or any manner or in any geographic location; (vii) all Contracts containing an effective power Subsidiary of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any 1.0% of the Company’s material rights's consolidated annual revenues, claims, obligations, duties and (j) Contracts providing for "earn-outs" or liabilities; (x) all other contingent payments involving more than $20,000 over the term of the Contract. All such Contracts under which the Company has loaned to, or made an investment in, or guaranteed the are valid and binding obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and its Subsidiaries, as applicable, and, to the knowledge of the Company, the valid and binding obligation of each other party thereto except such Contracts which if not so valid and binding would not, individually or in the aggregate, have a Material Adverse Effect on the Company. None of the Company, any other Person for the benefit Subsidiary of the Company nor, to the knowledge of the Company, any other party thereto is in violation of or in default in respect of, nor has there occurred any event or condition which with the passage of time or giving of notice (or both) would constitute a default under, any such other PersonContract except such violations or defaults under such Contracts which, other than those restricting a Person other than the Company entered into with any actual individually or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to aggregate, would not have a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental BodyMaterial Adverse Effect on the Company.

Contracts. (a) Schedule 2.10(aExcept as disclosed in Section 3.11(a) to the Disclosure Memorandum contains an accurate and complete list of the following Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries is a party to, bound by or subject to any Contract (each, a “Material Contract”): whether written or oral) (i) all Contracts that is a “material contract” (within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K) to which be performed after the date of this Agreement, (ii) that contains a non-compete or non-solicit requirement or other provision that restricts in any material respect the conduct of, or the manner of conducting, any line of business by the Company is a party or by which any of the Company Subsidiaries (including any geographic limitations), or upon consummation of the Offer or the Merger could restrict in any material respect the ability of Parent, the Surviving Corporation or any of their respective Subsidiaries to engage in any line of business (including any geographic limitations), (iii) that obligates the Company or any of the Company Subsidiaries to conduct business on an exclusive or preferential basis with any Third Party or containing “most favored nation” rights or upon consummation of the Offer or the Merger will obligate Parent, the Surviving Corporation or any of their respective Subsidiaries to conduct business with any Third Party on an exclusive or preferential basis or pursuant to “most favored nation” rights, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that creates a partnership, joint venture, strategic alliance or similar arrangement with respect to any business of the Company, including all operating agreements for all Joint Venture Subsidiaries, (vi) that is bound an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other Contract providing for potential or guaranteeing indebtedness in excess of $50,000, (vii) that, individually or together with related Contracts, provides for the acquisition, disposition, license, use, distribution or outsourcing, after the date of this Agreement, of assets, services, rights or properties with a value or requiring annual fees in excess of $75,000, (viii) that involves aggregate payments by or to the Company or any of its Subsidiaries in excess of $25,000; (ii) each 75,000 in any twelve month period or more than $100,000 through the remaining term of the Contract, except for any Contract relating to that may be cancelled without penalty by the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of Company or any leasehold of its Subsidiaries upon notice of 60 days or other interest inless, any real or personal property (ix) that includes an indemnification obligation of the CompanyCompany or any of its Subsidiaries with a maximum potential liability in excess of $50,000, including the granting of security interests by the Company(x) that is a Lease, (xi) concerning Intellectual Property (other than personal property leases generally commercially available, non-custom, off-the-shelf software licenses having a value per item or aggregate payments retail acquisition price of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages2,000), hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality with a physician or nondisclosure between the Company and any other Person Third Party who is in a position to make or influence referrals to or otherwise generate business for the benefit of the Company or such other Personany Company Subsidiary, other than those restricting including the Physician Contracts, (xiii) that is a Person other than medical directorship service agreement or any similar agreement, (xiv) that is a Third Party payor Contract, or (xv) the loss of which would reasonably be expected to have a Company entered into with any actual or prospective customer or vendor Material Adverse Effect. Each Contract of the type described in this Section 3.11(a) is referred to herein as a “Material Contract.” True and complete copies of all Material Contracts in effect on the ordinary course of business consistent with past practices pursuant to a form date hereof have been made available to Parent; (xiii) all Contracts relating Parent on or prior to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodythe date hereof.

Contracts. (a) Schedule 2.10(a) to Section 3.9 of the Seller Disclosure Memorandum Letter contains an a complete and accurate and complete list of the following (each, a “Material Contract”): (i) all Contracts to which an Acquired Company, the Company Satair JV, Seller or any Selling Subsidiary (with respect to Seller and the Selling Subsidiaries, to the extent the Contract is included in the Air Cargo Assets) is a party party: (a) for the future sale of products or by which the Company is bound providing for potential annual services with expected payments by or to the Company in excess of $25,0002,500,000 during the remaining term; (iib) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment future purchase of referral fees products or bounties; (vi) all Contracts services with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company expected payments in excess of $25,0001,000,000 during the remaining term except for any such Contract that may be canceled on not more than 180 days’ notice without any penalty or other liability to the Business in excess of $100,000; (ixc) all Contracts involving establishing or governing the settlement, release, compromise or waiver management of any partnership, joint venture or similar arrangement, or acquisition or disposal of any joint ventures or similar arrangement; (d) that require the Business to deal exclusively with the counterparty or that limit the ability of the Company’s material rights, claims, obligations, duties Business to compete in any product or liabilitiesgeographic market; (xe) for the lease of any personal property involving annual lease payments in excess of $75,000 per year; (f) relating to the purchase of any business or Person (or all Contracts or any substantial portion of the assets of any business, business unit, facility or Person) entered into within three (3) years from the date of this Agreement and under which any Acquired Company or the Company Satair JV has loaned to, any continuing material liability or made an investment in, or guaranteed the obligations of, any Personobligation; (xig) all Contracts relating to the sale or disposition of any bond or letter of credit; material Business Assets (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual sale of inventory or prospective customer obsolete or vendor worn-out Business Assets replaced in the ordinary course of business consistent with past practices pursuant to a form made available to Parentpractice) entered into within three (3) years from the date of this Agreement and under which any Acquired Company or the Satair JV has any continuing material liability or obligation; (xiiih) all Contracts relating to any interest rateemployment, currency independent contracting, consulting or commodity derivatives similar agreement requiring payment by the Business of base annual fees or hedging transactioncompensation in excess of $100,000 to any Person; (i) evidencing Indebtedness; and (xivj) all providing for capital expenditures after the date of this Agreement in excess of $100,000, individually. The Contracts listed (or required to be listed) in Section 3.9 of the Seller Disclosure Letter are referred to collectively herein as the “Significant Contracts.” Each Significant Contract is valid and is in full force and effect in accordance with the terms of such Significant Contract subject to proper authorization and execution of such Significant Contract by the counterparties thereto and to the Bankruptcy and Equity Principles and neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will give others any rights of termination or cancellation of any Significant Contract. There is no material breach or material default under any Significant Contract, and to Seller’s Knowledge, no event has occurred that, with the passage of time or the giving of notice or both, would constitute a Governmental Bodymaterial breach or material default by Seller, an Acquired Company, the Satair JV, any Selling Subsidiary or any other party thereto under, or give to others any rights of termination or cancellation of (other than rights relating to contractual expiration), any Significant Contract.

Contracts. (a) Section 4.11 of the Company Disclosure Schedule 2.10(a) sets forth a list of all material written and oral contracts or agreements relating to the Disclosure Memorandum contains an accurate and complete list of the following (eachCompany or any Company Subsidiary, a “Material Contract”): including without limitation any: (i) all Contracts to contract resulting in a commitment or potential commitment for expenditure or other obligation or potential obligation, or which provides for the Company is a party receipt or by which the Company is bound providing for potential annual payments by or to the Company receipt, involving in excess of One Hundred Thousand Dollars ($25,000; 100,000) in any instance, or series of related contracts that in the aggregate give rise to rights or obligations exceeding such amount, other than contracts ("Customer Contracts") with health plans and providers, entered into by the Company's managed care business in the ordinary course of business, (ii) each Contract relating the twelve (12) largest Customer Contracts based upon revenues generated to the DebtCompany; (iii) all Contracts affecting the ownership ofindenture, leasing ofmortgage, title topromissory note, use of or any leasehold loan agreement, guarantee or other interest in, any real agreement or personal property commitment for the borrowing or lending of the Company, including the granting money or encumbrance of security interests by the Company, other assets involving more than personal property leases having a value per item or aggregate payments of less than One Hundred Thousand Dollars ($25,000100,000) in each instance; (iv) all Contracts agreement which restricts the Company from engaging in any line of business or from competing with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employmentperson; (v) all Contracts involving any joint venturewarranties made with respect to products manufactured, partnership packaged, distributed or limited liability company agreement involving a sharing of profits, losses, costs, Taxes sold or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted services provided by the Company; (viiivi) all Contracts containing any agreement which terminates, or providing for an express undertaking gives another party the right to terminate such agreement, upon the completion of the transaction contemplated by the Company to be responsible for consequential, special this Agreement; or liquidated damages or to indemnify (vii) any other party contract, agreement, instrument, arrangement or commitment that may result in liability is material to the Company in excess condition (financial or otherwise), results of $25,000; (ix) all Contracts involving the settlementoperation, releaseassets, compromise properties, liabilities, business or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit prospects of the Company or such (collectively, and together with all other Person, other than those restricting a Person other than agreements required to be disclosed on the Company entered into with any actual or prospective customer or vendor in Disclosure Schedule the ordinary course "Company Material Contracts"). The Company has previously furnished to Parent true, complete and correct copies of business consistent with past practices pursuant all written agreements, as amended, required to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodybe listed on Section 4.11 of the Company Disclosure Schedule.

Contracts. (a) Schedule 2.10(a4.10(a) to the Disclosure Memorandum contains an sets forth a complete and accurate and complete list of all of the following (each, a “Material Contract”): (i) all Contracts to which the Company is a party or a beneficiary or by which the Company is bound providing for potential annual payments by or to its assets are subject: (i) Contracts under which amounts paid or expected receipts or expenditures exceed $100,000 in the Company in excess of $25,000current or any future calendar year, including Contracts with subcontractors and suppliers; (ii) each Contract relating requiring the Company to the Debtindemnify any Person on terms that are not customary; (iii) all Contracts affecting pursuant to which any materials are sole-sourced to the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000Company which cannot be obtained from another third party; (iv) all Contracts with constituting any labor union notes, debentures, bonds, or other employee representative Contracts for the borrowing or lending of money (including loans to or from officers, directors, members, partners, or shareholders of the Company), Contracts or arrangements for a group line of employees relating to wagescredit or for a guarantee of, hours or other conditions undertaking in connection with, the Indebtedness of employmentany other Person; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bountiesGovernmental Entity; (vi) all Contracts with under which a noncompetition, nonsolicitation, “most-favored-nations” pricing representative or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic locationsales agency relationship is created; (vii) all Contracts containing an effective power limiting or restraining the Company from engaging or competing in any lines of attorneybusiness with any Person other than standard non-disclosure agreements, agency or similar authority granted none of which materially restrict competition other than by confidentiality, non-solicitation and non-use of confidential information of the Companydiscloser; (viii) all Contracts containing or providing for an express undertaking involving the lease by the Company to be responsible for consequential, special or liquidated damages or to indemnify of any other party that may result in liability to the Company in excess of $25,000tangible assets; (ix) all involving a license, distributorship or other similar arrangement; (x) involving any capital expenditure or leasehold improvements; (xi) that if terminated, would reasonably be expected to result in a Company Material Adverse Effect; (xii) Contracts involving the settlement, release, compromise with any Affiliate or waiver family member of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned toShareholders, or made an investment inAffiliate or family member of any director, current or guaranteed former partner, Shareholder, officer, employee, of the obligations of, any PersonCompany; and (xixiii) all Contracts relating that are otherwise material to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company were entered into with any actual or prospective customer or vendor in outside the ordinary course of business consistent with past practices and not previously disclosed pursuant to a form made available this Section 4.10. The Contracts required to Parent; be listed on Schedule 4.10(a) together with the Intellectual Property Contracts and Policies, are collectively referred to herein as the “Company Contracts”. The Company has delivered complete and accurate copies of each Company Contract (xiiiincluding all amendments, modifications, extensions and renewals thereof and related notices and agreements thereto) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental BodyBuyer.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list Section 5.16 of the following Company Disclosure Schedule and Section 5.20 of the Company Disclosure Schedule with respect to Company Government Contracts or Company Government Subcontracts list as of the date of this Agreement all written or oral contracts, agreements, guarantees, leases and executory commitments other than Plans (each, each a “Material Contract”): (i) all Contracts to which the Company or any of its subsidiaries is a party or by and which fall within any of the following categories and which are not disclosed as “material contracts” in the Company is bound providing for potential annual payments by SEC Documents: (a) joint venture, partnership and like agreements, other than those that are, individually or in the aggregate, immaterial; (b) Contracts containing covenants purporting to limit the freedom of the Company or any of its subsidiaries (or that, following the consummation of the Transactions, would materially restrict the ability of the Surviving Corporation or its affiliates) to compete in any line of business in any geographic area or to the hire any individual or group of individuals; (c) any Company Government Contract or Company Government Subcontract (as such terms are defined in Section 5.20), excluding Bids; (d) Contracts which contain minimum purchase conditions in excess of $25,000100,000 or requirements or other terms that restrict or limit the purchasing relationships of the Company or any of its subsidiaries, or any customer, licensee or lessee thereof; (iie) each Contract Contracts relating to any outstanding commitment for capital expenditures in excess of $250,000; (f) Contracts relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use lease or sublease of or any leasehold sale or other interest in, any purchase of real or personal property involving any annual expense or price in excess of the Company, including the granting of security interests $50,000 and not cancelable by the Company, other than personal property leases having a value per item Company or aggregate payments of less than $25,000its subsidiaries (without premium or penalty) within one month; (ivg) all Contracts with any labor union organization or other employee representative of a group of employees union; (h) any Contract relating to wagesindebtedness for borrowed money (whether incurred, hours assumed, guaranteed or other conditions of employment; (vsecured by any asset) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned or any of subsidiary of the Company has, directly or indirectly, made a loan, capital contribution to, or made an other investment in, or guaranteed the obligations of, any Person; person (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of than in the Company or such other Person, any Company subsidiary and other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor (A) extensions of credit in the ordinary course of business consistent with past practices and (B) investments in marketable securities in the ordinary course of business); (i) Contracts involving annual revenues to the business of the Company in excess of 2.5% of the Company’s annual revenues; (j) any Contract pursuant to a form made available which the Company or any of its subsidiaries is subject to Parentcontinuing indemnification or “earn-out” obligations involving more than $75,000 per year; (xiiik) all Contracts relating with or for the benefit of any shareholder or affiliate of the Company and/or immediate family member thereof; (l) Contracts involving payments by the Company or its subsidiaries, in the aggregate, of more than $100,000 per year; (m) any Contract that contains restrictions with respect to payment of dividends or any interest rate, currency other distribution in respect of the Company Common Stock or commodity derivatives any of the equity of the Company subsidiaries; (n) any other Contract involving in excess of $100,000 or hedging transactionthat is otherwise material to the Company and or any of its subsidiaries; and (xivo) Contracts not entered into in the ordinary course of the Company’s business other than those that are not material to the business of the Company or any of its subsidiaries. All such Contracts and all other contracts that are individually material to the business or operations of the Company or any of its subsidiaries are valid and binding obligations of the Company or any of its subsidiaries and, to the knowledge of the Company, the valid and binding obligation of each other party thereto, except such Contracts which if not so valid and binding would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company or any of its subsidiaries nor, to the knowledge of the Company, any other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a Governmental Bodydefault under or permit the termination of, any Contract, except such violations or defaults under or terminations which, individually or in the aggregate, would not have a Material Adverse Effect. Set forth in Section 5.16 of the Company Disclosure Schedule is the amount of the annual premium currently paid by the Company for its directors’ and officers’ liability insurance.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list For purposes of the following (eachthis Agreement, a “Company Material Contract”): ” is any Company Agreement, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, which, as of the date hereof, (i) all Contracts to which the Company is a party “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) that involves aggregate revenues or by which the Company is bound providing for potential annual payments by or to the Company expenditures in excess of $25,000; (ii) each Contract relating to the Debt1,000,000 per year; (iii) all Contracts affecting that involves revenues or expenditures in excess of $500,000 per year and was not entered into in the ownership of, leasing of, title to, use ordinary course of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000business; (iv) all Contracts that contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company or any Company Subsidiary, or which restricts the conduct of any line of business by the Company or any Company Subsidiary, or any geographic area in which the Company or any Company Subsidiary may conduct business, in each case in any material respect; (v) that is a Clinical Contract that involves aggregate expenditures in excess of $1,000,000 per year; (vi) with any vendor that provides billing and reimbursement services valued in excess of $500,000 during any year; (vii) is with any payor from which the Company, any Company Subsidiary or any Hospice has received payments in 2009 in excess of $500,000; (viii) is with any supplier to which the Company, any Company Subsidiary or any Hospice has made payments in 2009 in excess of $1,000,000; (ix) which would prohibit or materially delay the consummation of the Merger or any of the other Transactions; (x) is with any current or former Key Personnel; (xi) is with any labor union or other association representing any employee representative of the Company or any of the Company Subsidiaries and any collective bargaining agreement (of which there are none), (xii) that is a group of employees partnership or joint-venture agreement; (xiii) relating to wages, hours or other conditions the borrowing of employment; money (vincluding any guarantee thereto) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with is a noncompetitionmortgage, nonsolicitationsecurity agreement, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency capital lease or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequentialagreements, special or liquidated damages or to indemnify any other party that may result in liability to the Company each case in excess of $25,000500,000 or that creates a Lien on any material asset of the Company or any of the Company Subsidiaries; (ixxiv) all Contracts involving for the settlementlicense or sublicense (whether as a licensor or a licensee) of any Intellectual Property or other intangible asset (excluding commercial off-the-shelf or shrink wrap software than has not been modified or customized), release, compromise that provides for payment or waiver receipt of $500,000 or more per year; (xv) relating to the sale of any of the Company’s material rights, claims, obligations, duties assets or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit properties of the Company or any of the Company Subsidiaries other than in the ordinary course of business or for the grant to any Person of any options, rights of first refusal, or preferential or similar rights to purchase any of such assets or properties; (xvi) relating to the acquisition by the Company or any of the Company Subsidiaries of any operating business or the capital stock of any other Person; (xvii) requiring the payment to any Person of a material commission or fee, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor except in the ordinary course of business consistent with past practices pursuant to a form made available to Parentpractice; (xiiixviii) all Contracts relating to that, in the case of a Company Benefit Plan, any interest rateof the benefits of which would be increased, currency or commodity derivatives the vesting of the benefits of which would be accelerated, by the occurrence of any of the Transactions, or hedging transactionthe value of any benefits which would be calculated on the basis of any of the Transactions; or (xix) that is an insurance policy providing for indemnification of any officer or director of the Company or any of the Company Subsidiaries, other than the Company Governing Documents; provided, however, that the foregoing definition of Company Material Contract shall not include any leases, subleases and other occupancy or use agreements concerning the real property leased by the Company or any of the Company Subsidiaries, including the Material Company Leases (xiv) all Contracts with a Governmental Bodycollectively, the “Company Leases”).

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list 3.14 sets forth all of the following (each, a “Material Contract”): (i) all Contracts to which the Company or any of the Subsidiaries is a party or by which the Company is bound providing for potential annual payments by or to which any of them or any of their Properties may be bound or subject: (i) Contracts with any current or former officer, director, shareholder, employee, consultant, agent or other representative or with an entity in which any of the Company in excess of $25,000foregoing is a controlling Person; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other association representing any employee representative of a group of employees relating to wages, hours or other conditions of employmentformer employee; (viii) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver sale of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, Properties other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent or for the grant to any Person of any option or preferential rights to purchase any material Properties; (iv) partnership or joint venture agreements; (v) Contracts under which the Company or any of the Subsidiaries agrees to indemnify any party or to share tax liability of any party; (vi) material Contracts which cannot be cancelled without liability, premium or penalty only on 90 days' or more notice; (vii) Contracts containing covenants of the Company or any of the Subsidiaries not to compete in any line of business or with past practices any Person in any geographical area or covenants of any other Person not to compete with the Company or any of the Subsidiaries in any line of business or in any geographical area; (viii) Contracts relating to the acquisition by the Company or any of the Subsidiaries of any operating business or the capital stock of any other Person; (ix) Contracts relating to the borrowing of money; (x) Contracts containing obligations or liabilities of any kind to holders of the capital stock of the Company as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws); (xi) Contracts pursuant to a form made available which the Company or any of the Subsidiaries may hold or use any interest owned or claimed by the Company or any of the Subsidiaries in or to Parentany material Property; (xii) management Contracts and other similar agreements with any Person; (xiii) all any other Contracts pursuant to the terms of which there is either a current or future obligation or right of the Company or any of the Subsidiaries to make payments in excess of $50,000 or receive payments in excess of $100,000; (xiv) Contracts with respect to the development, financing or production of motion picture, video, television or interactive productions; (xv) Distribution Contracts; (xvi) material Contracts relating to the acquisition of Product, including Contracts relating to the acquisition of licensing and distribution rights with respect to such Product; (xvii) Contracts with motion picture studios; (xviii) Contracts relating to television sales and distribution of Product; (xix) Contracts entitling the Company or its Subsidiaries or any Affiliate, including the Stockholders, to Contingent Compensation; and (xx) material Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodyother Product.

Contracts. (a) Except as set forth on Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list 4.6(a), as of the following (eachdate hereof, the Company is not a “Material Contract”): party to any: (i) all Contract involving aggregate consideration of more than $[***], excluding any such Contracts to which that are terminable by the Company is a party or by which without penalty on not more than ninety (90) days’ notice; (ii) Contract in respect of indebtedness for borrowed money of the Company is bound providing for potential annual payments by or to the Company Company, in each case having an outstanding principal amount in excess of $25,000; (ii) each Contract relating to the Debt[***]; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property guaranty of the obligations of other Persons (other than the Company, including ) involving the granting of security interests potential expenditure by the Company, other than personal property leases having a value per item or aggregate payments Company after the date hereof of less more than $25,000[***] in any instance; (iv) all Contracts Contract which contains a non-compete provision or similar covenant restricting the Company from competing with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employmentanother Person; (v) all Contracts involving Contract creating or relating to any joint venture, partnership or limited liability company agreement involving a joint venture or the sharing of revenues, profits, losses, costs, Taxes costs or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bountiesliabilities; (vi) all Contracts with a noncompetition, nonsolicitation, Contract providing for any “most-favored-nationsearn out,” pricing or exclusivity agreement “performance guarantee” or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted contingent payment by the Company; (vii) Real Property Lease under which the Company is the lessee and is obligated to make payments of more than $[***] per year; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify Contract with any other party that may result in liability to the Company in excess of $25,000Governmental Authority; (ix) all Contracts involving Contract between the settlementCompany, releaseon the one hand, compromise and Seller or waiver of any of its Affiliates (excluding the Company’s material rights), claims, obligations, duties or liabilitieson the other hand; (x) all Contracts under which Contract that requires the Company has loaned to, to purchase its total requirements of any product or made an investment in, or guaranteed service from a third party; (xi) Contract that provides for the obligations of, indemnification by the Company of any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing Contract for the acquisition or disposition of any obligation business, a material amount of confidentiality stock or nondisclosure between the Company and assets of any other Person for the benefit or any real property (whether by merger, sale of the Company stock, sale of assets or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parentotherwise); (xiii) all Contracts relating to employment agreement or Contract with any interest rate, currency independent contractor or commodity derivatives consultant (or hedging transactionsimilar arrangement) which is not terminable by the Company without material penalty or without more than sixty (60) days’ notice; and (xiv) license, sublicense or other agreement identified in Section 4.5(d); or (xv) other Contract that is material to the operation of the business of the Company and which is outside the Ordinary Course of Business. The Contracts set forth on Schedule 4.6(a) are collectively referred to herein as the “Material Contracts”. Seller has made available to Buyer a complete and correct copy of each Material Contract (including all Contracts with a Governmental Bodymodifications, amendments and supplements thereto and waivers thereunder).

Contracts. (a) The Company Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete of Exceptions sets forth a list (as of the following (each, a “Material Contract”): date of this Agreement) of (i) each contract which is likely to involve payment or receipt of annual consideration of more than $100,000, in the aggregate, over the remaining term of such contract, (ii) all Contracts contracts or indentures relating to borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company or any of its subsidiaries, including the amount of funded indebtedness for borrowed money outstanding as of the date hereof under any such contract or indenture, other than contracts relating to indebtedness other than indebtedness for borrowed money in an amount not in excess of $100,000 in the aggregate for all such contracts, (iii) all joint venture or other similar agreements to which the Company or any of its subsidiaries is a party, (iv) all lease agreements to which the Company or any of its subsidiaries is a party with annual lease payments in excess of $100,000, (v) standby letter of credit obtained by the Company or by any of its Subsidiaries has in an amount in excess of $250,000 and contracts under which the Company is bound providing for potential annual payments or any of its Subsidiaries has advanced or loaned any other Person or entity an amount in excess of $100,000, (vi) contracts or groups of related contracts with the same party or group of parties requiring the payment or receipt of $100,000 or more per year which are not cancelable by the Company on 30 days’ or less notice without premium or penalty or other cost of any kind or nature, (vii) warranty agreements with respect to the Company’s or its Subsidiaries’ services rendered or products sold or leased, other than pursuant to the Company’s standard warranty, (viii) agreements under which the Company has granted any person or entity registration rights (including, without limitation, demand and piggy-back registration rights), (ix) agreements under which the Company or any of its Subsidiaries has granted any right of first refusal or similar right in favor of any third party with respect to any material portion of the Company’s or any of its Subsidiaries’ properties or assets and (x) contracts containing non-compete covenants by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of its Subsidiaries (the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; items described in clauses (ivi) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; through (x) all Contracts under which hereof, collectively, the “Material Contracts”). The Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xiavailable to Parent a correct and complete copy of each Material Contract listed in Section 4.14(a) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course Schedule of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental BodyExceptions.

Contracts. Except for (ai) purchase orders, invoices, confirmations and similar documents involving the purchase or sale of goods or services for less than $250,000 over a period of 12 months or less, (ii) Leases, (iii) Benefit Arrangements, and (iv) contracts relating to intercompany obligations, Schedule 2.10(a4.15(i) to the Disclosure Memorandum contains an accurate and complete sets forth a list of all of the following contracts (each, a “"Material Contract”): Contracts") (iA) all Contracts to which the Company Able or any of its Subsidiaries is a party or (B) by which any of the Company is bound providing for potential annual payments by assets of Able or any of its Subsidiaries are bound: (1) contracts pertaining to the Company borrowing of money; (2) contracts creating Liens; (3) contracts creating guarantees; (4) contracts relating to material employment or consulting services; (5) contracts relating to any single capital expenditure in excess of $25,000250,000 or aggregate capital expenditures in excess of $500,000; (ii6) each Contract relating to contracts for the Debtpurchase or sale of real property, any business or line of business or for any merger or consolidation; (iii7) all Contracts affecting the ownership of, leasing of, title to, use of joint venture or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000partnership agreements; (iv) all Contracts with any labor union 8) contracts that individually require by their respective terms after the date hereof the payment or other employee representative receipt of a group of employees relating to wages, hours $250,000 or other conditions of employmentmore; (v9) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing derivatives, hedging or futures under which the obligations of profits, losses, costs, Taxes Able or other liabilities by the Company with any other Person or that provides for the payment one of referral fees or bountiesits Subsidiaries could reasonably be expected to exceed $250,000; (vi10) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing any contract that limits the freedom of Able or exclusivity agreement or other arrangement that would prevent, restrict or limit its Subsidiaries to compete in any way the Company from carrying on its line of business in any manner or to conduct business in any geographic location; or (vii11) any contract for the purchase or sale of all Contracts containing an effective power or substantially all of attorney, agency the assets or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver stock of any company or operating division. All Material Contracts are valid and binding and in full force and effect. Except as disclosed in Schedule 4.15(ii), there has been no material breach of the Company’s material rightsany contract by Able or its Subsidiaries or, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations ofto Able's Knowledge, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual which breach has not been cured or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made waived. Able will make available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; Bracknell true and (xiv) all Contracts with a Governmental Bodycomplete copies of the Material Contracts.

Contracts. (a) Schedule 2.10(a3.11(a) to the Disclosure Memorandum contains an accurate is a correct and complete list (by reference to the applicable subsection hereof) of each of the following (each, a “Material Contract”): (i) all Contracts to which the Company is a party following completion of the Restructuring (the “Material Contracts”): (i) each continuing Contract for the purchase of goods or by which the supply of services that requires the Company, or is reasonably likely to result in the Company is bound providing for potential being obligated, to pay an annual payments by amount of $50,000 or to more in the aggregate after the Agreement Date (excluding Contracts with publishers), or that entitles the Company in excess to receive an annual amount of $25,000; 50,000 or more in the aggregate after the Agreement Date, excluding insertion orders entered into by the Company with advertisers or marketers in the ordinary course of business, (ii) each Contract relating to all Contracts that restrict the Debt; Company or any of its Affiliates from competing with or engaging in any business activity anywhere in the world or soliciting for employment, hiring or employing any Person, (iii) all Contracts affecting pursuant to which the ownership Company has acquired or disposed of, leasing or is obligated to acquire or dispose of, title toa business or an entity, use of or any leasehold or other interest in, any real or personal property a material portion of the Companyassets of a business or entity, including whether by way of merger, consolidation, purchase or sale of stock, purchase or sale of assets, license or otherwise, and as to which the granting of security interests by the CompanyCompany has continuing material obligations or material rights, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union concerning joint venture or other employee representative partnership agreements, or the sharing of a group of employees relating to wagesprofits, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by whereby the Company with leases, subleases, licenses, or otherwise holds any other Person rights to use or that provides for occupy any interest in real property (the payment of referral fees or bounties; “Real Property Leases”), (vi) all Contracts with a noncompetitionrespect to Indebtedness, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorneywith any Governmental Authority, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequentiallisted on Schedule 3.10(b)(i), special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlementlisted on Schedule 3.10(b)(ii), release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned tothat contain any “most-favored nation” pricing or similar pricing terms or provisions regarding minimum volumes, or made an investment inrebates, or guaranteed excluding any Contracts with such provisions that are for the obligations ofbenefit of Company, any Person; (xi) all Contracts relating to any bond or letter of credit; collective bargaining agreements, (xii) all Contracts containing with respect to the employment of any obligation individual on a full-time, part-time, consulting, or other basis involving annual payments of confidentiality or nondisclosure between more than $100,000 and that, in each case, is not immediately terminable by the Company and any other Person for the benefit of the Company without cost or such other PersonLiability, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating each Contract with any publisher that resulted in the payment by the Company to any interest ratesuch publisher of an amount of $50,000 or more in the aggregate during the twelve month period ended December 31, currency or commodity derivatives or hedging transaction; 2013, and (xiv) all Contracts not made in the ordinary course of the Business consistent with a Governmental Bodypast practice and that are material to the Business.

Contracts. Schedule 3(v) sets forth a list (a) Schedule 2.10(a) sorted by reference to the Disclosure Memorandum contains clauses of this subsection) of all contracts, agreements, arrangements, guarantees, licenses, leases and executory commitments, other than Benefit Plans and any contracts heretofore filed as an accurate and complete list exhibit to any SEC Document, that exist as of the following (each, a “Material Contract”): (i) all Contracts date hereof to which the Company or any of its Subsidiaries is a party or by which it is bound and which fall within any of the following categories (each a "Contract"): (a) Contracts not entered into in the ordinary course of the Company's or any of its Subsidiaries' respective businesses; (b) joint venture, partnership or franchising agreements, (c) Contracts containing covenants purporting to limit the freedom of the Company is bound providing for potential annual payments by or any of its Subsidiaries to compete in any line of business in any geographic area or to hire any individual or group of individuals, (d) Contracts which after the consummation of any of the Transactions would have the effect of limiting the freedom of the Company or any Subsidiary to compete in any line of business in any geographic area or to hire any individual or group of individuals, (e) Contracts relating to any outstanding commitment for capital expenditures in excess of $25,000, (f) indentures, mortgages, promissory notes, loan agreements or guarantees of borrowed money, letters of credit or other agreements or instruments of the Company or any Subsidiary evidencing indebtedness for borrowed money or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of the Company or any of its Subsidiaries, (g) License Agreements, (h) Contracts with respect to which a change in the ownership (whether directly or indirectly) of the shares of Company Common Stock or the composition of the Board of Directors of the Company or any of its Subsidiaries or any of the other Transactions may result in a violation of or default under, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss of benefits under, such Contract, (i) any other agreement of a type required to be filed under Item 601(b)(10) of Regulation S-K promulgated by the SEC; or (iij) each Contract relating Contracts (including employment agreements and consulting agreements) pursuant to which the Company or any Subsidiary is required to employ or obtain services from any Person otherwise than on an "at-will" basis for any period of time. All Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound are valid and binding obligations of the Company or its Subsidiary (as applicable) and, to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property knowledge of the Company, including the granting valid and binding obligation of security interests by each other party thereto. Neither the Company or its Subsidiary (as applicable) nor, to the knowledge of the Company, any other than personal property leases having party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (or both) would constitute a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities default by the Company with any other Person or that provides for the payment of referral fees or bounties; its Subsidiary (vias applicable) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify its knowledge a default by any other party that may result in liability to thereto) under or permit the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations termination of, any Person; (xi) all Contracts relating such Contract, except for such instances of default thereunder or terminations thereof that would not individually or in the aggregate result in a Material Adverse Effect. The Company has, prior to any bond the date hereof, delivered or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company made available true, complete and any other Person for the benefit correct copies of the Company or such other Person, other than those restricting a Person other than Contracts to the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental BodyBuyers.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list of the following (each, a “Material Contract”): (i) all Contracts to which the Company The Buyer is not a party to any: (A) Contract (or by which group of related Contracts) for the Company is bound providing for potential annual payments by or to the Company in excess lease of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item to or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xiB) all Contracts any Contract (or group of related Contracts) with person; (C) any lease, pledge, conditional sale or title retention agreement; (D) any Contract concerning a partnership or joint venture; (E) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any agreement to act as one of the foregoing on behalf of any Person; (F) any Contract (or group of related Contracts) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, or under which it has imposed a Lien on any of its assets, tangible or intangible; (G) any Contract pursuant to which the Buyer has made or will make loans or advances, or has or will have incurred debts or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to any undertaking of another Person (except for the negotiation or collection of negotiable instruments in transactions in the Ordinary Course of Business); (H) any mortgage, indenture, note, bond or other agreement relating to any bond indebtedness incurred or letter of creditprovided by the Buyer; (xiiI) all Contracts containing any obligation form of Contract concerning confidentiality or nondisclosure between non-competition or otherwise prohibiting the Company and Buyer from freely engaging in any business; (J) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other Person plan or arrangement for the benefit of the Company its current or such other Personformer directors, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parentofficers, and employees; (xiiiK) all Contracts any license, royalty or other Contract relating to Intellectual Property; (L) any Contract involving a governmental body; (M) any Contract for the employment of any individual on a full-tune, part-time, consulting, or providing severance benefits; (N) any Contract, whether or not fully performed, relating to any acquisition or disposition of the Buyer or any predecessor in interest rateor any acquisition or disposition of any subsidiary , currency division, line of business, or commodity derivatives real property; (O) any Contract under which the Buyer has advanced or hedging transactionloaned any amount to any of its Directors, officers, and employees; and (xivP) all Contracts with any Contract under which the consequences of a Governmental Bodydefault or termination could have an adverse effect on the business, financial condition, operations, results of operations, or future prospects of the Buyer.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate Set forth in Sections 2.13, 2.14, 2.15 and complete list 2.16 of the Company Disclosure Letter are the following (each, a “Material Contract”): (i) all Contracts contracts to which the Company or any of its subsidiaries is a party or by which any of them is bound (collectively, together with all contracts referred to in Sections 2.16, 2.20(c), 2.25 and 2.28, the (“Company Material Contracts”) (i) contracts between any current officer, director or stockholder of the Company or any Affiliate thereof on the one hand, and the Company or any subsidiary thereof on the other hand; (ii) contracts under which any employee of the Company or any of its subsidiaries is bound providing for potential entitled to receive annual payments by or to the Company (including salary and bonuses) in excess of $25,000; (ii) each Contract relating to the Debt100,000; (iii) all Contracts affecting contracts that restrict the ownership of, leasing of, title to, use of Company or any leasehold of its subsidiaries from competing in any line of business or other interest in, with any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000person in any geographical area; (iv) all Contracts with contracts entitling any labor union person to change in control or other employee representative of a group of employees relating to wages, hours or other conditions of employmentseverance payments; (v) all Contracts indentures, credit agreements, security agreements, mortgages, guarantees, promissory notes and other contracts relating to the borrowing of money, other than any such document or agreement between the Company and a subsidiary of the Company or among subsidiaries of the Company; (vi) contracts involving the sale or purchase of goods or service in excess of $500,000 in any year or $5,000,000 over the life of such Company Material Contract; joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or and similar authority granted by the Companyagreements; (viii) all Contracts containing contracts with respect to capital expenditures or providing commitments for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company such expenditures in excess of $25,000500,000; (ix) all Contracts involving contracts providing for payments in excess of $500,000 from the settlement, release, compromise United States Government or waiver of any prime contractor of the Company’s material rights, claims, obligations, duties or liabilitiesUnited States Government over the life of such Company Material Contract; and (x) all Contracts under which the Company has loaned toother agreements, contracts or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company instruments entered into with any actual or prospective customer or vendor in outside of the ordinary course of business consistent with past practices pursuant or which are material to the Company and its subsidiaries taken as a form whole. The Company has delivered or made available to Parent; Purchaser true and correct copies of all such Company Material Contracts. All such Company Material Contracts are the legal, valid and binding obligations of the Company and/or its subsidiaries enforceable against the Company or such subsidiary, and, to the knowledge of the Company, against the other parties to the Company Material Contracts, in accordance with their respective terms, subject, in each case, to the Enforceability Exceptions. Neither the Company or any of its subsidiaries nor, to the knowledge of the Company, any other party thereto, is in material violation of or in material default in respect of, nor has there occurred an event or condition, that with the passage of time or giving of notice (xiii) all Contracts relating to or both), would constitute a material default under or permit the termination of, any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodysuch Company Material Contract.

Contracts. (a) Schedule 2.10(a) Prior to the Disclosure Memorandum contains an date hereof, WPZ has made available to Parent true and correct copies of, and Exhibit 6.9 sets forth a complete and accurate and complete list of, all of the following (each, a “Material Contract”): (i) all Contracts contracts or commitments of any kind to which the any WPZ Company is a party or by which is bound: (i) any lease of any interest in any real property (collectively, the Company is bound providing for potential "Leases"); (ii) any lease of any personal property with aggregate annual rental payments by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt100,000; (iii) all Contracts affecting the ownership of, leasing of, title to, use any agreement to purchase or sell a capital asset or an interest in any business entity for a price in excess of $100,000 or any leasehold or other interest in, any real or personal property a right of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000first refusal with respect thereto; (iv) all Contracts with any labor union or other employee representative of a group of employees agreement relating to wages, hours the borrowing or other conditions lending of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, money other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor advances to employees to cover business expenses in the ordinary course of business consistent with past practices pursuant to a form made available to Parentbusiness; (xiiiv) all Contracts relating any joint venture contract, partnership contract or similar contract evidencing an ownership interest or a participation in or sharing of profits, (vi) any guaranty, contribution agreement or other agreement that includes any material indemnification or contribution obligation; (vii) any agreement (including any noncompetition agreement) limiting the ability of any WPZ Company to engage in any interest rateline of business or in business with any Person or restricting the geographical area in which any WPZ Company may engage in any business; (viii) any employment, currency consulting, management, severance or commodity derivatives indemnification contract or hedging transactionagreement with annual obligations in excess of $100,000; and (xiv) material contracts which are terminable or contracts with annual obligations in excess of $10,000 under which payments by any WPZ Company may be accelerated upon a change in control of WPZ and (xv) any other agreement which may involve the payment of an amount over its term in excess of $250,000 or which is material to any WPZ Company. None of the WPZ Companies is party to any contract or commitment of any character which could reasonably be expected to give rise to a Material Adverse Effect. The WPZ Companies have performed in all material respects and, to the Knowledge of WPZ, every other party has performed in all material respects, each term, covenant and condition of each of the Contracts that is to be performed by any of them at or before the date hereof. Except as set forth herein, no event has occurred that would, with the passage of time or compliance with any applicable notice requirements or both, constitute a Governmental Bodymaterial default by any WPZ Company or, to the Knowledge of WPZ, by any other party under any of the Contracts and, to the Knowledge of WPZ, no party to any of the Contracts intends to cancel, terminate or exercise any option under any of such Contracts.

Contracts. (a) Schedule 2.10(a2.11(a) to the Disclosure Memorandum contains an accurate sets forth a true and complete list of all of the following Contracts (eachother than Reinsurance Contracts, which are the subject of Section 2.15) to which the Insurer is a 10 party or by which any of its assets are bound, in each case, that is in effect as of the date hereof (each such contract, together with Reinsurance Contracts, a “Material Contract”): (i) all partnership, joint venture, shareholders’ or other similar Contracts to which the Company is a party or by which the Company is bound providing for potential annual payments by or to the Company in excess of $25,000with any Person; (ii) each Contract relating to the Debtall Contracts with Seller or any Affiliate of Seller; (iii) all Contracts affecting that (A) contain covenants binding upon the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property Insurer that restrict the ability of the CompanyInsurer to compete in any business or in any geographic area, or (B) grant any exclusive rights to make, sell or distribute the Insurer’s products (including lines or specific policy forms of insurance) or services or otherwise prohibit or limit in any material respect the granting right of security interests by the CompanyInsurer to develop, other than personal property leases having a value per item manufacture, market, sell or aggregate payments of less than $25,000distribute any products or services; (iv) all Contracts with under which the Insurer has advanced or loaned any labor union funds or other employee representative has guaranteed any obligations of a group of employees relating to wages, hours or other conditions of employmentanother Person; (v) all Contracts (A) involving any joint venture, partnership payments by or limited liability company agreement involving a sharing to the Insurer in excess of profits, losses, costs, Taxes $10,000 during the preceding twelve (12) months and (B) that cannot be cancelled or other liabilities terminated by the Company Insurer on less than six (6) months’ notice without penalty, excluding claim payments under Insurance Contracts in accordance with any other Person or that provides for the payment of referral fees or bountiestheir terms; (vi) all Contracts with that are in respect of employment, compensation bonus, retention, severance pay, termination pay, change of control and deferred compensation and other similar Contracts, between the Insurer and any Transferred Employee or consultant or contractor to the Insurer; (vii) any Contract under which any former employee or independent contractor has any ongoing material obligation to the Insurer as of the Effective Date (including, without limitation, any confidentiality, non-competition, non-solicitation or non- interference obligations); (viii) any Contract containing (A) a noncompetitionright of first refusal or right of first offer, nonsolicitationright of first negotiation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency nation or similar authority granted by right in favor of a Person other than the Company; Insurer or (viiiB) all Contracts containing an exclusivity requirement or providing for an express undertaking by similar provision binding on the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000Insurer; (ix) all Contracts involving that relate to the settlement, release, compromise or waiver settlement of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other PersonActions, other than those restricting a Person other than the Company (A) releases immaterial in nature or entered into with any actual former employees or prospective customer or vendor independent contractors of the Insurer in the ordinary course of business consistent in connection with past practices the cessation of such employee’s or independent contractor’s employment with or services to the Insurer, (B) settlement agreements for cash only (which have been paid or accrued for), (C) settlement agreements entered into prior to January 1, 2020 under which the Insurer has no continuing obligations, liabilities or rights (excluding releases) or (D) settlements of claims pursuant to a form made available to ParentInsurance Contracts issued by the Insurer; (xiiix) all Contracts relating to any interest rate, currency guarantee by Seller or commodity derivatives any Affiliate of Seller (other than the Insurer) in favor of or hedging transaction; and (xiv) all Contracts with a Governmental Body.in respect of any obligations of the Insurer;

Contracts. (a) Except for the contracts identified on the attached Schedule 2.10(a) 4.09 (the “Contracts”), neither the Company nor any of its Subsidiaries is a party to the Disclosure Memorandum contains an accurate and complete list of the following (each, a “Material Contract”): any: (i) all Contracts collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.14 below or Schedule 4.14; (iii) equity purchase, option plan or similar plan; (iv) written contract for the employment of any officer, individual employee or other person on a full-time, part-time or consulting basis; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any portion of the assets of the Company or any of its Subsidiaries; (vi) guaranty of any obligation for borrowed money or other guaranty; (vii) contract which requires the Company or any of its Subsidiaries to indemnify or hold harmless any Person; (viii) lease or agreement under which it is lessee of, or holds or operates any property owned by any other party; (ix) lease or agreement under which it is lessor of or permits any third party to hold or operate any property; (x) contract or group of related contracts with the same party for the purchase of products or services, under which the Company is undelivered balance of such products and services has a party or by which the Company is bound providing for potential annual payments by or to the Company selling price in excess of $25,000750,000; (iixi) each Contract relating to contract or group of related contracts with the Debtsame party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $750,000; (iiixii) all Contracts affecting contract which prohibits the ownership of, leasing of, title to, use of Company or any leasehold or other interest inof its Subsidiaries, from freely engaging in business anywhere in the world (including without limitation any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit restriction on operating in any way the Company from carrying on its line of business in any manner or in any geographic locationarea); (viixiii) all Contracts containing an effective power of attorney, agency contract with any officer or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit director of the Company or such other Person, any of its Subsidiaries or any of the Shareholders (other than those restricting a Person for employment on customary terms), or any other than Affiliate of the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to ParentShareholders; (xiiixiv) all Contracts contract which provides for an earn-out or similar contingent obligation of the Company or any of its Subsidiaries; or (xv) contract relating to any interest rate, currency joint venture or commodity derivatives partnership arrangement between the Company or hedging transaction; any of its Subsidiaries and (xiv) all Contracts with a Governmental Bodythird party.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and SCHEDULE 2.16 is a complete list of all written or oral (i) employment contracts, arrangements or policies, (including without limitation any collective bargaining contract or union agreement) of the following Company which may not be immediately terminated without penalty (eachor any augmentation or acceleration of benefits); (ii) leases, sales contracts and other agreements with respect to any property, real or personal, of the Company which provide for the receipt or expenditure by the Company after January 1, 1997, of more than $100,000; (iii) contracts or commitments for capital expenditures or acquisitions in excess of $100,000 for one project or set of related projects; (iv) agreements, contracts, indentures or other instruments relating to the borrowing of money, or the guarantee of any obligation (third party or otherwise) for the borrowing of money; (v) contracts or agreements providing for any covenant not to compete by the Company or otherwise restricting in any way the Company's engaging in the airline business or competing in any business activity (including a “Material Contract”): description of the businesses to which the covenant not to compete applies); (vi) contracts or agreements relating to consultancies, professional retentions, agency or sales arrangements pertaining to the Company or its activities which provide for the receipt or expenditure by the Company after January 1, 1997, of more than $100,000; (vii) contracts, agreements or commitments requiring the Company to indemnify or hold harmless any Person providing for the potential expenditure by the Company of more than $100,000 in the aggregate; and (viii) contracts, agreements, arrangements or commitments, other than the foregoing, which provide for the receipt or expenditure by the Company after January 1, 1997, of more than $100,000, (all agreements, arrangements or commitments required to be identified in SCHEDULE 2.16 being hereinafter referred to as "Contracts"). True and correct copies of all the Contracts identified in SCHEDULE 2.16 have been furnished to GoodAero or its counsel. Except as set forth on SCHEDULE 2.16: (i) all Contracts to which are valid and subsisting, and the Company is a party or by which the Company is bound providing for potential annual payments by or has duly performed its obligations thereunder in all material respects to the Company in excess of $25,000; extent such obligations have accrued, and (ii) each Contract relating no breach or default thereunder by the Company or, to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property knowledge of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or party thereto has occurred that provides for could impair the payment ability of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequentialenforce any material rights thereunder. Except as set forth on SCHEDULE 2.16, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver there are no liabilities of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating parties to any bond of the Contracts arising from any breach of or letter default in any provision thereof or which would permit the acceleration of credit; (xii) all Contracts containing any obligation of confidentiality any party thereto or nondisclosure between the Company and creation of a lien or encumbrance upon any other Person for the benefit asset of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental BodyCompany.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate SCHEDULES 4.1.16 and complete 6.18 together contain a list of the following (each, a “Material Contract”): (i) all Contracts to which the Company or any of its Subsidiaries is a party or by which the Company is bound providing for potential annual payments by any of their assets, business or properties are bound: (i) employment, consulting, severance or golden parachute agreements (other than employment or consulting agreements that constitute Excluded Contracts pursuant to the Company clause (iii) of such definition); (ii) Contracts granting a right of first refusal or first offer or negotiation with respect to any properties or rights (in each case with a value in excess of $25,000; (ii50,000) each Contract relating to of the DebtCompany or any of its Subsidiaries; (iii) all Contracts affecting the ownership of, leasing of, title to, use of partnership or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000joint venture agreements; (iv) all Contracts with for the acquisition, sale or lease of material properties or assets of any labor union Subsidiaries (by merger, purchase or sale of assets, stock or otherwise and other employee representative than Contracts entered into in the Ordinary Course of a group Business of employees relating to wagesthe Company) entered into after January 1, hours 1995 or other conditions under which the Company or any of employmentits Subsidiaries has continuing obligations; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any Governmental Authority (other Person or that provides for the payment of referral fees or bountiesthan Excluded Contracts and any ticket consignment Contracts and Contracts relating to group outings); (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing which limit or exclusivity agreement restrain the Company or other arrangement that would prevent, restrict any of its Subsidiaries from engaging or limit competing in any way business (other than concession agreements or the Company from carrying on its business equivalents thereof entered into in any manner or in any geographic locationthe Ordinary Course of Business of the Company); (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Companyrelating to indebtedness for borrowed money and guarantees thereof and capital leases; (viii) agreements for the advertising of SF Theme Parks on a national basis; and (ix) national sponsorship agreements. True and complete copies of all Contracts containing listed on SCHEDULE 4.16 and 6.18 have been delivered or providing for an express undertaking made available to Parent, each as amended to date, and each of them is in full force and effect. Except as set forth on SCHEDULES 4.16 or 6.18, there is no material default under any Contract listed therein either by the Company or any of its affiliates party thereto, and no event has occurred that with notice or lapse of time or both would constitute such a default or, to be responsible for consequentialSellers' knowledge, special or liquidated damages or to indemnify by any other party that may result in liability thereto. As of the date hereof, no party to any such Contract has given notice to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit Subsidiary of the Company or such other Personany Seller of, other than those restricting or made a Person other than the Company entered into claim against any of them with respect to, any actual breach or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodydefault thereunder.

Contracts. (a) Schedule 2.10(a) Except as disclosed in the Company SEC Documents filed with the SEC since December 31, 2010 and prior to the Disclosure Memorandum contains an accurate and complete list Agreement Date, none of the following (eachCompany or its Subsidiaries is a party to, a “Material is bound or affected by, or receives any benefits under, any Contract”): : (i) all Contracts to (A) under which the Company is a party or by which the Company is bound providing for potential annual aggregate payments by or to the Company in excess of $25,000; 1,000,000 were invoiced during the one-year period ending on the Agreement Date or (iiB) each Contract relating to requiring on its face non-contingent payments over the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property life of the Company, including the granting of security interests Contract by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,0002,000,000; (ii) (A) materially limiting the freedom of the Company to engage in any line of business, to compete with any entity in any line of business, or to conduct business in any geography, (B) granting any exclusive rights, including, but not limited to, exclusive rights to Owned Company IP, or (C) containing most favored customer pricing provisions or granting any right of first refusal to any other Person; (iii) that after the Effective Time would have the effect of materially limiting in any material respect the freedom of Parent or any of its Subsidiaries (other than the Company or Merger Sub, as applicable, and their respective Subsidiaries, as applicable) to engage in any line of business, to compete with any entity in any line of business, or to conduct business in any geography; (iv) providing for any joint venture, partnership or similar arrangement; (v) involving any exchange-traded or over-the-counter swap, forward, future, option, cap, floor or collar financial contract, or any other interest-rate or foreign currency protection contract; (vi) relating to the borrowing of money, the guarantee of any such obligation (other than trade payables and instruments relating to transactions entered into in the ordinary course of business), or the sale, securitization or servicing of loans or loan portfolios; (vii) with any directors, officers or shareholders that cannot be cancelled by the Company within thirty (30) days’ notice without liability, penalty or premium; (viii) providing for the license of the Licensed Company IP (except for (A) standard licenses purchased by the Company for generally available commercial software, and (B) Contracts in which either the aggregate amounts invoiced by or to the Company were not in excess of $500,000 during the one-year period ending on the Agreement Date or the aggregate non-contingent payments required on the face of such Contract over the life of such Contract by or to the Company are not in excess of $2,000,000); (ix) all granting any Company Intellectual Property Rights to a third party (except for (A) non-exclusive, object code licenses granted by the Company or its Subsidiaries in the ordinary course of business, and (B) Contracts involving in which either the settlement, release, compromise aggregate amounts invoiced by or waiver to the Company were not in excess of any $500,000 during the one-year period ending on the Agreement Date or the aggregate non-contingent payments required on the face of such Contract over the Company’s material rights, claims, obligations, duties life of such Contract by or liabilitiesto the Company are not in excess of $2,000,000); (x) all Contracts under which the to license any third party to manufacture any Company has loaned to, or made an investment in, or guaranteed the obligations of, any PersonProducts; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person providing for the benefit sale or disposition of an asset through licensing or otherwise, including the sale of Company or such other PersonProducts, involving consideration in excess of $500,000 (other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant prior practice); or (xii) otherwise required to be filed as an exhibit to an Annual Report on Form 10-K, as provided by Rule 601 of Regulation S-K promulgated under the Exchange Act. Each contract of the type described in this Section 4.15, whether or not set forth in the Company Disclosure Letter, is referred to herein as a form “Material Contract.” The Company has heretofore made available to Parent; (xiii) all Contracts relating to Parent a complete and correct copy of each Material Contract, including any interest rate, currency amendments or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodymodifications thereto.

Contracts. (a) Except as set forth in Schedule 2.10(a) 5.10 attached to the Disclosure Memorandum contains an accurate and complete list of the following Schedule, Seller is not a party to, or bound by, any oral or written contracts, agreements, commitments or understandings (each, a “Material Contract”"Contracts"): (i) all Contracts to which for the Company is a party employment of any officer or by which employee; (ii) for any Indebtedness; (iii) for leasing personal property (including, without limitation, leases for machinery and office equipment, furniture, fixtures, vehicles, and tools); (iv) involving the Company is bound providing for potential annual payments by payment or to the Company receipt of in excess of $25,000; 25,000 per annum by Seller or the term of which at any time exceeded one year (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership ofincluding, leasing ofwithout limitation, title to, use of vendor supply contracts or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employmentcustomer "blanket" purchase orders); (v) all Contracts involving providing for the services of dealers, distributors, sales representatives or similar representatives; (vi) relating to the ownership, use or licensing of any patents, designs, trademarks, trade names, brand names, copyrights, inventions, processes, know-how, formulae, trade secrets or other proprietary rights; (vii) any covenants by or binding Seller not to compete or to not disclose any confidentiality of other third parties; or (viii) relating to any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes profits or other liabilities by the Company losses with any person; or (ix) any other Person or contract that provides for is material to the payment Business. All of referral fees or bounties; (vi) all the Contracts with a noncompetitionconstitute legal, nonsolicitationvalid and binding obligations of Seller, “most-favored-nations” pricing or exclusivity agreement or and to Seller's knowledge, the other arrangement that would preventparties thereto, restrict or limit are in any way full force and effect, and neither, Seller, or, to the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power knowledge of attorneySeller, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability thereto has violated any provision of, or committed or failed to perform any act which with notice, lapse of time or both would constitute a default under the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver provisions of any Contract, the termination of which could have a material adverse effect upon the properties, assets, liabilities, financial condition, results of operations or business prospects of Seller. Complete and accurate copies of all written Contracts disclosed on Schedule 5.10 of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form Disclosure Schedule have been made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental BodyBuyer.

Contracts. (a) Schedule 2.10(a) Neither YouChange nor any subsidiary of YouChange is a party to the Disclosure Memorandum contains an accurate and complete list of the following (each, a “Material Contract”): (i) all Contracts to which the Company is a party any plan or by which the Company is bound contract providing for potential annual payments by bonuses, pensions, options, stock purchases, deferred compensation, retirement payments, or to the Company in excess profit sharing (other than profit sharing or bonus arrangements with officers and key personnel of $25,000subsidiaries); (ii) each Contract relating to the Debtany collective bargaining or other contract or agreement with any labor union; (iii) all Contracts affecting the ownership ofany lease, leasing ofinstallment purchase agreement, title to, use of or any leasehold or other interest in, contract with respect to any real or personal property of used or proposed to be used in its operations, except, in each case, items included within aggregate amounts disclosed in the CompanyYouChange Base Balance Sheet, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union employment agreement or other employee representative of a group of employees relating similar arrangement not terminable upon 90 days or less notice without penalty to wages, hours or other conditions of employmentit; (v) all Contracts involving any joint venture, partnership contract or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment purchase of referral fees any commodity, material, fixed asset, or bountiesequipment in excess of $5,000; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing any contract or exclusivity agreement creating an obligation of $5,000 or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic locationmore; (vii) all Contracts containing an effective power of attorney, agency any contract or similar authority granted agreement that by its terms does not terminate or is not terminable without penalty to it within one year after the Companydate hereof; (viii) all Contracts containing any loan agreement, indenture, promissory note, conditional sales agreement, or providing for an express undertaking by the Company to be responsible for consequential, special other similar type of arrangement; (ix) any material license agreement; or liquidated damages or to indemnify (x) any other party contract that may result in liability a material loss or obligation to it. All contracts, agreements, and other arrangements to which YouChange or any subsidiary of YouChange is a party are valid and enforceable in accordance with their terms; YouChange, its subsidiaries, and all other parties to each of the Company foregoing have performed, in excess all material respects, all obligations required to be performed to date; neither YouChange, nor any subsidiary of $25,000; (ix) all Contracts involving YouChange, nor any such other party is in default or in arrears under the settlement, release, compromise or waiver terms of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transactionforegoing; and (xiv) all Contracts no condition exists or event has occurred that, with the giving of notice or lapse of time or both, would constitute a Governmental Bodydefault under any of them.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list of the following (each, a “Material Contract”): (i) The Disclosure Schedule to this Section lists all agreements, contracts, notes, bonds, debentures, indentures, mortgages, deeds of trust, leases, licenses, obligations, promises, settlements, repurchase obligations (including, but not limited to, repurchase obligations pertaining to whole loan sales, securitizations, pooling and servicing agreements, servicing agreements and other such agreements and understandings (whether written or oral and whether express or implied) (together with the Equipment Leases, the Real Estate Contracts to which and the Company is a party or by which Technology Contracts, the Company is bound providing for potential annual payments by or "Contracts")) that are material to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property business of the Company, including without limitation all the granting foregoing (A) that provide for future payments, claims or obligations to or from the Company of security interests by $100,000 or more per year or $500,000 or more over the Company, term thereof or (B) that are (1) collective bargaining agreements or other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts agreements with any labor union union, (2) joint venture agreements, partnership agreements or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement agreements involving a sharing of profits, losses, costscosts or liabilities, Taxes or other liabilities by (3) agreements containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any other Person person, (4) standard forms of agreements providing for payments to or that provides for any person based on sales, originations, closings, purchases or profits (other than direct payments for goods), (5) powers of attorney, (6) agreements providing for the payment of referral fees special or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted consequential damages by the Company; , (viii7) all Contracts containing or providing for an express undertaking by the Company agreements relating to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company capital expenditures in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of 50,000 by the Company’s , (8) warranties, guarantees or other similar undertakings by the Company, (9) agreements involving material rightsindemnification, claims(10) employment, obligationssecrecy or confidentiality agreements with key employees, duties (11) requirements or liabilities; output contracts, (x12) all Contracts business alliance or joint marketing agreements, (13) pooling and servicing agreements under which the Company has loaned tomay have repurchase obligations or special servicing duties, custodial agreements, loan agreements, master loan purchase agreements, master loan repurchase agreements or underwriting agreements or (14) amendments, modifications or supplements to any of the foregoing; provided, however, that Mortgage Loans are disclosed separately in the Disclosure Schedule to Section 6.6(b) (Mortgage Loans). As used herein, the term "Contracts" also shall be deemed to refer to all agreements between the Company, on the one hand, and the Stockholder, any affiliate of the Stockholder, or made an investment in, any director or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit executive officer of the Company or such Company, on the other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodyhand.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list Section 3.15 of the following (each, Company Disclosure Letter sets forth a “Material Contract”): (i) all Contracts list as of the date of this Agreement of each Contract to which either the Company or any of its Subsidiaries is a party or by which bound (other than a Contract solely between or among the Company and its wholly-owned Subsidiaries) that (a) provides that any of them will not compete with any other Person, or which grants “most favored nation” protections to the counterparty to such Contract, in each case that is bound providing for potential annual payments by or material to the Company in excess of $25,000; (ii) each Contract relating to and its Subsidiaries, taken as a whole, and after the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of Effective Time would be binding upon Parent or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; its Subsidiaries (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company and its Subsidiaries), (b) purports to limit in any material respect either the type of business in which the Company or its Subsidiaries may engage or the manner or locations in which any of them may so engage in any business, that in each case after the Effective Time would be binding upon Parent or any of its Subsidiaries (other than the Company and its Subsidiaries), (c) requires the Company or its Subsidiaries (or, after the Effective Time, Parent or its Subsidiaries) to deal exclusively with any Person or group of related Persons, which Contract is material to the Company and its Subsidiaries, taken as a whole (other than any licenses or other Contracts entered into with in the ordinary course), (d) is material to the formation, creation, management or control of any actual partnership or prospective customer or vendor joint venture (other than any Contract entered into in the ordinary course of business consistent with past practices practice relating to ongoing operations of such partnership or joint venture), (e) is required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, (f) contains a form put, call or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person, (g) is a lease of personal property or real property providing for annual payments of $500,000 or more, (h) relates to Borrowed Money Indebtedness of the Company or any of its Subsidiaries (A) in a principal amount that exceeds $500,000 or (B) which imposes a Lien on assets of the Company or any of its Subsidiaries with a value in excess of $500,000, (i) is a material partnership, limited liability company, joint venture or other similar agreement or arrangement involving the Company or any of its Subsidiaries, on the one hand, and any third party, on the other hand, (j) is a Contract providing for the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) as to which there are any material ongoing obligations, (k) contains any license or other right with respect to any Intellectual Property that is material to the conduct of the business or the Company and its Subsidiaries (other than inbound (x) licenses for off-the-shelf software commercially available on standard and non-negotiable terms for an aggregate fee of no more than $250,000 and (y) non-exclusive licenses to Intellectual Property that are merely incidental to the primary purpose of such Contract) or (l) is not of a type (disregarding any dollar thresholds, materiality or other qualifiers, restrictions or other limitations) described in the foregoing clauses (a) through (k) that has or would reasonably be likely to involve payments or receipts, other than with respect to purchases of stock, inventory or raw materials in the ordinary course of business consistent with past practice, in excess of $15,000,000 in any year (such Contracts required to be listed pursuant to clauses (a) through (l) above, the “Material Contracts”). A true, correct and complete copy of each Material Contract, as amended as of the date of this Agreement, including all attachments, schedules and exhibits thereto, has been made available to Parent; (xiii) all Parent prior to the date of this Agreement. Each of the Material Contracts relating is valid and binding on the Company or its Subsidiaries, as the case may be and, to the knowledge of the Company, each other party thereto, and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any interest rateof its Subsidiaries nor, currency to the knowledge of the Company, any other party is in breach of or commodity derivatives in default under any Material Contract, and no event has occurred that, with the lapse of time or hedging transaction; the giving of notice or both, would constitute a default thereunder by the Company or any of its Subsidiaries, in each case, except for such breaches and (xiv) all Contracts with defaults as would not, individually or in the aggregate, reasonably be expected to have a Governmental BodyMaterial Adverse Effect.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list of the following (each, a “Material Contract”): (i) all Contracts to which Except as set forth in the Company is a party or by which the Company is bound providing Disclosure Schedule and except for potential annual payments by or to the Company in excess of $25,000; (ii) each Contract agreements relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company Loans and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company deposits entered into with any actual or prospective customer or vendor in the ordinary course of business, the Company is not a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which, upon the consummation of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in (x) any payment or benefits (whether of severance pay or otherwise) becoming due, or any increase in the amount of or acceleration or vesting of any rights to any payment or benefits, from Cathay, any of its Subsidiaries, or the Company, to any director, officer, employee or consultant thereof (other than payment of the Merger Consideration or the Offer Consideration with respect to their shares of Company Common Stock) or (y) the invalidity, unenforceability or discontinuation of any such contract, arrangement, commitment or understanding, whether in whole or in part, (iii) which is not terminable without cause on sixty (60) days or less notice or involves the payment of more than $25,000 per annum, (iv) which materially restricts the conduct of any line of business consistent by the Company, or (v) provides recourse to the Company or any former Subsidiary of the Company in connection with past practices pursuant the sale of any loan or other extension of credit (excluding customary short-term rights of recourse for fraudulent application statements in connection with the sale of conforming residential mortgage loans). Each contract, arrangement, commitment or understanding of the type described in this Section 4.15(a) (excluding agreements relating to Loans and deposits entered into in the ordinary course of business), whether or not set forth in Section 4.15(a) of the Company Disclosure Schedule, is referred to herein as a form "Company Contract." The Company has previously delivered or made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; Cathay true and (xiv) all Contracts with a Governmental Bodycorrect and complete copies of each Company Contract.

Contracts. (a) Schedule 2.10(a) to SECTION 5.22 OF THE COMPANY DISCLOSURE SCHEDULE lists, under the Disclosure Memorandum contains an accurate relevant heading, all oral or written contracts, agreements, arrangements, guarantees, licenses, leases and complete list of the following executory commitments (each, a “Material Contract”): (i"CONTRACT") all other than Contracts previously filed as an exhibit to any Company SEC Reports filed prior to the date of this Agreement, that exist as of the date of this Agreement to which the Company or any Company Subsidiary is a party or by which the Company or such Company Subsidiary is bound and which fall within any of the following categories: (a) material Contracts not entered into in the ordinary course of the Company's and the Company Subsidiaries' businesses; (b) material joint venture and partnership agreements; (c) Contracts which contain requirements for payments by the Company or a Company Subsidiary in excess of $250,000; (d) Contracts relating to any outstanding commitment for capital expenditures in excess of $250,000; (e) indentures, mortgages, hypothecs, promissory notes, loan agreements or guarantees of borrowed money, letters of credit or other agreements or instruments of the Company or the Company Subsidiaries or commitments for the borrowing or the lending by the Company or any Company Subsidiary of amounts in excess of $250,000 in the aggregate or providing for potential annual the creation of any Lien upon any of the assets or properties of the Company or any Company Subsidiary with an aggregate value in excess of $250,000; (f) Contracts providing for "earn-outs" or other contingent payments by the Company or any Company Subsidiary involving more than $250,000 per contract over the terms of all such Contracts; (g) Contracts associated with off balance sheet financing by the Company or a Company Subsidiary in excess of $250,000 in the aggregate, including but not limited to arrangements for the sale by the Company or a Company Subsidiary of receivables; (h) supply or distribution Contracts requiring a payment or a commitment by the Company or any Company Subsidiary to make a payment in excess of $250,000; (i) supply Contracts providing for payments by the Company or any Company Subsidiary; (j) Contracts with customers of the Company or any Company Subsidiary involving payments being made by or to the Company or any Company Subsidiary in excess of $25,000250,000 in the aggregate; (iik) stock purchase agreements, asset purchase agreements or other acquisition or divestiture agreements where the consideration in any individual transaction exceeds $250,000; and (l) master service and master Contracts with customers and each Contract relating other agreement which is material to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of Company or any leasehold Company Subsidiary, irrespective of amount. All Contracts to which the Company or other interest inany of the Company Subsidiaries is a party or by which it or such subsidiary is bound are valid and binding obligations of the Company or the Company Subsidiary and, any real or personal property to the knowledge of the Company, including the granting valid and binding obligation of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any each other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Body.thereto except

Contracts. (a) Schedule 2.10(a2.9(a) to the Disclosure Memorandum contains an accurate lists all Contracts. For purposes of this Agreement, "Contracts" means all agreements, contracts and complete list commitments of the following (each, a “Material Contract”): (i) all Contracts types to which any of the Company Companies is a party or by which any of the Company Companies or any of their respective properties is bound providing as of the date hereof (other than real property leases, which are provided for potential annual payments by in Section 2.8): (i) joint venture, limited liability company and limited partnership agreements (including any related agreements such as shareholders agreements, operating agreements and the like), (ii) mortgages, indentures, loan or credit agreements, security agreements and other agreements and instruments relating to the Company borrowing of money or extension of credit in any case in excess of $25,000; 250,000 of principal in any one calendar year (ii) each Contract relating to the Debt; regardless of whether or not there is currently any amount outstanding thereunder), (iii) all Contracts affecting agreements for the ownership ofperformance of investment advisory or investment management services (collectively, leasing ofthe "Account Contracts"), title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union agreements for the performance of property management, facility management, leasing or other employee representative of a group of employees relating to wagesdevelopment services (collectively, hours or other conditions of employment; the "Property Management Contracts"), (v) all Contracts involving employment, consulting, severance, agency and other compensation agreements and arrangements, including without limitation any joint venture, partnership agreements or limited liability company agreement involving a sharing of profits, losses, costs, Taxes arrangements relating to special or other liabilities by compensation or continued employment in connection with the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit sale of the Company or such other PersonEquitable Agri-Business, (vi) agreements between any of the Companies and the Seller or any Affiliate (other than those restricting a Person another of the Companies) of the Seller, excluding any such agreements listed under "Account Contracts" or "Property Management Contracts," and (vii) other agreements, contracts and commitments which are not cancelable by any of the Companies without penalty on notice of 60 days or less and which require payment by any of the Companies after the date hereof of more than $250,000 in any one calendar year. The Companies are not in default under or otherwise in violation of any Contract and all Contracts are in full force and effect, except to the Company entered into with extent that any actual such defaults, violations or prospective customer failures to be so in full force and effect would not have, individually or vendor in the ordinary course of business consistent with past practices pursuant to aggregate, a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency Material Adverse Effect or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodyexcept as disclosed in Schedule 2.9(a).

Contracts. (a) The Disclosure Schedule 2.10(a) to the Disclosure Memorandum contains an accurate sets forth a true and complete list of the following (eachall material contracts, a “Material Contract”): (i) all Contracts agreements and other instruments to which AIR2LAN (except for usual and ordinary contracts or purchase orders executed in the Company normal course of business and which are not individually or in the aggregate adverse to AIR2LAN is a party or by which otherwise relating to or affecting any of its assets, properties or operations, including, without limitation, all written or oral, express or implied, material (more than $100,000), (a) contracts, agreements and commitments not made in the Company is bound providing for potential annual payments by or to the Company in excess ordinary course of $25,000business; (iib) each Contract purchase and supply contracts; (c) contracts, loan agreements, repurchase agreements, mortgages, security agreements, trust indentures, promissory notes and other documents or arrangements relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use borrowing of money or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter lines of credit; (xiid) all Contracts containing any obligation leases and subleases of confidentiality real or nondisclosure between the Company personal property; (e) agreements and any other Person arrangements for the benefit sale of the Company or such other Person, any assets other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant or for the grant of any options or preferential rights to a form made available to Parentpurchase any assets, property or rights; (xiiif) all Contracts relating to contracts or commitments limiting or restraining AIR2LAN from engaging or competing in any interest ratelines of business or with any person, currency firm, or commodity derivatives or hedging transactioncorporation; (h) partnership and joint venture agreements; and (xivi) all Contracts amendments, modifications, extensions or renewals of any of the foregoing (the foregoing contracts, agreements and documents are hereinafter referred to collectively as the "Commitments" and individually as a "Commitment"). Each Commitment is valid, binding and enforceable against the parties thereto in accordance with its terms, except as such may be subject to or limited by bankruptcy, insolvency, reorganization, or other laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Governmental Bodyproceeding in equity or in law) and in full force and effect on the date hereof. AIR2LAN has performed all material obligations required to be performed by it to date under, and is not in default in respect of, any Commitment, and to AIR2LAN's best knowledge no event has occurred which, with due notice or lapse of time or both, would constitute such a material default. Except for customer defaults not material to AIR2LAN, to the best of AIR2LAN's knowledge, no other party to any Commitment is in default in respect thereof, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list Set forth in Section 3.14 of the following Company Disclosure Schedule is a listing, as of the date hereof, of all written or oral contracts, agreements, arrangements, commitments, understandings, licenses, sales order, purchase order, guarantees and leases (each, each a “Material Contract”): ) (i) all which, in the case of oral Contracts only, are legally binding on the Company or a subsidiary thereof), to which the Company or its subsidiaries is a party and which fall within any of the following categories: (a) joint venture, partnership and similar Contracts; (b) Contracts containing covenants purporting to limit the freedom of the Company, its subsidiaries or by any of their respective affiliates to compete in any line of business in any geographic area or to hire any individual or group of individuals; (c) Contracts which after the Closing Date would have the effect of limiting the freedom of NFP, its subsidiaries (other than the Company is bound providing for potential annual and its subsidiaries) or any of their respective affiliates to compete in any line of business in any geographic area or to hire any individual or group of individuals; (d) Contracts involving a commitment of payments by or to to, or evidencing indebtedness for borrowed money of (or the guarantee of such indebtedness by) the Company or any of its subsidiaries in excess of $25,00050,000 which provide for the creation of any charge, security interest, encumbrance or lien upon any of the material assets or properties of the Company or its subsidiaries; (iie) each Contract relating to Contracts with or for the Debt; benefit of any affiliate of the Company (iiiother than subsidiaries of the Company) all Contracts affecting or the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property subsidiaries of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item Holders or aggregate payments of less than $25,000; (iv) all Contracts with any labor union officer or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit director of the Company or its subsidiaries, any of their family members or affiliates (any such Contract, an “Affiliate Agreement”); (f) Contracts with insurance companies relating to the Business and not containing terms generally customary in the industry and/or not entered into in the ordinary course of business of the Company and its subsidiaries consistent with past practices; (g) Contracts relating to the purchase and sale of any business assets, corporation, or other Person, entity other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in Contracts within the ordinary course of business consistent with past practices pursuant practice; (h) all real property leases or leases of other tangible property; (i) all intellectual license agreements (excluding licenses to a form made computer software commercially available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transactionthe general public); and (xivj) Contracts entered into outside of the ordinary course of business and material to the Business. The Company has delivered or made available true, correct and complete copies of all the written Contracts, licenses or leases referenced in the prior sentence. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, all such Contracts are the legal, valid and binding obligations of the Company and its subsidiaries, as the case may be, and, to the knowledge of the Company, the legal, valid and binding obligation of each other party thereto and such Contracts are enforceable against each of the Company and its subsidiaries, as the case may be, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company, none of the Company, its subsidiaries, nor, to the knowledge of the Company, any other party thereto is in violation of, in default in respect of, nor has there occurred an event or condition which with or without the passage of time or giving of notice (or both) would constitute a Governmental Bodyviolation of or default under, any such Contract.

Contracts. (a) Schedule 2.10(a) to Section 3.8 of the Disclosure Memorandum Schedule contains an accurate and complete a list of the following (each, a “Material Contract”): (i) all Contracts to which the Company or any Subsidiary is a party or by and which fall within any of the Company is bound providing for potential annual payments by or following categories (other than the Leases and the Management Agreements not described in clause (xiii) below, which shall be deemed not to be Material Contracts): (i) “material contracts” within the Company in excess meaning of $25,000Item 601(b)(10) of Regulation S-K; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability material to the Company in excess of $25,000; (ix) all Contracts involving the settlementand its Subsidiaries, releasetaken as a whole, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company not entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parentbusiness; (xiiiiii) all pending Contracts for the disposition of any assets or line of business of the Surviving Corporation or its Subsidiaries having a fair market value in excess of $1,000,000 in the aggregate;(iv) Contracts that are reasonably likely to result in payments to or from the Surviving Corporation or its Subsidiaries in excess of $1,000,000 that grant “most favored nation” status that, following the Merger, would apply to the Surviving Corporation and its Subsidiaries;(v) joint venture, partnership and similar agreements; (vi) Contracts containing covenants purporting to limit the freedom of the Company or any of its Affiliates to compete in any line of business in any geographic area or to hire or solicit any individual or group of individuals; (vii) Contracts that after the Effective Time would have the effect of limiting the freedom of the Surviving Corporation or any of its Affiliates to compete in any line of business in any geographic area or to hire any individual or group of individuals; (viii) Contracts that contain minimum purchase conditions or requirements in excess of $1,000,000 or other terms that materially restrict or limit the purchasing relationships of the Company or any Subsidiary; (ix) Contracts relating to any interest rateoutstanding commitment for capital expenditures in excess of $1,000,000; (x) indentures, currency mortgages, notes, bonds, debentures, instruments, credit agreements and loan agreements and all other documents and contracts (including guarantees) in respect of or commodity derivatives evidencing Debt in excess of $1,000,000, letters of credit or hedging transactionother Contracts or instruments of the Company or any Subsidiary or commitments for the borrowing or the lending of amounts or availability of other Debt in excess of $1,000,000 by the Company or any Subsidiary or providing for the creation of any Encumbrance upon any of the assets of the Company or any Subsidiary; (xi) collective bargaining agreements; (xii) Contracts with or for the benefit of any Affiliate of the Company (other than Subsidiaries or contracts relating to employee benefits in connection with employment by the Company) and (xivxiii) all Contracts with a Governmental Body.the Material Leases and Management

Contracts. (a) Schedule 2.10(a) to Except as set forth in the Disclosure Memorandum contains an accurate Schedule --------- and complete list other than this Agreement to which it is a party, the Company is not a party to or bound by, nor are any of its properties or assets or is its business bound by or subject to, any written: (1) material agreement or contract not made in the following ordinary course of business; (each, a “Material Contract”): 2) employment agreement or employment contract that is not terminable at will by the Company; (3) (i) all Contracts to which the Company is a party employee collective bargaining agreement or by which the Company is bound providing for potential annual payments by or to the Company in excess of $25,000; other contract with any labor union, (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership ofplan, leasing ofprogram, title to, use of arrangement or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees severance, termination or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing similar type of compensation or exclusivity agreement benefits upon the termination or other arrangement that would prevent, restrict or limit in resignation of any way employee of the Company from carrying on its business in any manner or in any geographic location; (viiiii) all Contracts containing an effective power plan, program, arrangement or agreement that provides for medical or life insurance benefits for former employees of attorneythe Company or for current employees of the Company upon their retirement from, agency or similar authority granted by termination of employment with, the Company; (viii4) all Contracts containing covenant not to compete; (5) agreement, contract or providing for an express undertaking by other arrangement with (A) any stockholder of the Company to be responsible for consequential, special or liquidated damages or to indemnify (B) any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit affiliate of the Company or such other Personany affiliate of any stockholder of the Company or (C) any officer, director or employee of the Company (other than those restricting a Person employment agreements covered by clause (2) above); (6) license or other than the Company entered into with any actual agreement relating in whole or prospective customer or vendor in part to Intellectual Property not made in the ordinary course of business consistent with past practices pursuant (including, but not limited to, any license or other agreement under which the Company has the right to a form made available to Parentuse any Intellectual Property owned or held by any other Person); (xiii7) all Contracts relating agreement or contract under which the Company has (i) incurred any Indebtedness or (ii) given any guarantee; (8) mortgage, pledge, security agreement, deed of trust or other document granting a Lien or security interest (including, but not limited to, Liens upon properties acquired under conditional sales, capital leases or other title retention or security devices); (9) commitment or instrument which (i) has an aggregate future liability in excess of $50,000 and is not terminable by the Company for a cost of less than $50,000 or (ii) is otherwise material to the business of the Company as presently conducted or as proposed to be conducted; or (10) any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodylease of real property except as set forth in Section 4.1.11.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list As of the following (eachdate of this Agreement, neither the Company nor any of its Material Subsidiaries is a “Material party to or bound by any Contract”): : (i) all Contracts which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act) to which be performed in full or in part after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Documents; (ii) which is a party an employment agreement with any management employee; (iii) which, upon the consummation of the Merger or any other transaction contemplated by which this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay, stay bonus or otherwise) becoming due, or the acceleration or vesting of any rights to any payment or benefits, from Parent, MergerCo, the Company is bound providing for potential annual or the Surviving Corporation or any of their respective Subsidiaries to any officer, director, consultant or employee thereof; (iv) which requires remaining payments by or to the Company or any of its Subsidiaries in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use 1,000,000 or requires provision of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests services by the Company, other than personal property leases Company having a value per item in excess of $1,000,000 and is not terminable by the Company or aggregate payments its Subsidiaries, as the case may be, on notice of six (6) months or less without penalty other than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employmentcustomer contracts; (v) all Contracts involving which is a dedicated customer contract representing estimated annual transportation revenue in excess of $15,000,000; (vi) which materially restrains, limits or impedes the Company’s or any of its Subsidiaries’, or will materially restrain, limit or impede the Surviving Corporation’s, ability to compete with or conduct any business or any line of business, including geographic limitations on the Company’s or any of its Subsidiaries’ or the Surviving Corporation’s activities; (vii) between the Company or any of its Subsidiaries, on the one hand, and any of their respective officers, directors or principals (or any such Person’s Affiliates) on the other hand other than with Jxxxx Xxxxx, Interstate Equipment Leasing, Inc., SME Industries, Inc., or any of their Affiliates; (viii) which is a joint ventureventure agreement, partnership or limited liability company agreement and other similar contract and agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000profits and expenses; (ix) all Contracts involving which is an agreement governing the settlement, release, compromise terms of indebtedness or waiver any other obligation of third parties owed to the Company or any of its Subsidiaries, other than receivables arising from the Company’s material rights, claims, obligations, duties sale of goods or liabilities; (x) all Contracts under which services in the Company has loaned toordinary course of business, or loans or advances and expense reimbursements made an investment into employees, drivers or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit owner-operators of the Company or such other Personany of its Subsidiaries, other than those restricting a Person other than by the Company entered into with any actual or prospective customer or vendor such Subsidiary in the ordinary course of business consistent with past practices pursuant to a form made available to Parentpractice; (xiiix) all Contracts relating which is an agreement governing the terms of indebtedness or any other obligation of third parties owed by or guaranteed by the Company or any of its Subsidiaries; or (xi) which relates to any interest ratethe purchase or lease of more than 250 trucks or 500 trailers (other than with Interstate Equipment Leasing, currency Inc.). Each contract, arrangement, commitment or commodity derivatives or hedging transaction; and understanding of the type described in clauses (xivi) all Contracts with through (xi) of this Section 3.12 (a) is referred to herein as a Governmental Body“Disclosed Contract”.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list of 2.10 lists the following (each, a “Material Contract”): (i) all Contracts to which the Company Seller is a party or by which the Company Seller is bound providing for potential annual payments by or to which any asset of the Company Seller is subject or under which the Seller has any rights or the performance of which is guaranteed by the Seller and, in each case, is used in the Business or relates to the Purchased Assets or Assumed Liabilities (collectively, with the Leases and Licenses, the “Material Contracts”): (i) each Contract (or series of related Contracts) that involves delivery or receipt of products or services of an amount or value in excess of $25,000, that was not entered into in the ordinary course of business or that involves expenditures or receipts in excess of $25,000; (ii) each Contract relating to with a customer of the DebtBusiness, including all Contracts with any hotel; (iii) all Contracts each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,00025,000 and with terms of less than one year), including each Lease and License; (iv) all Contracts each licensing agreement or other Contract with respect to Intellectual Property owned or used by or for the benefit of Seller in connection with the Business or the Purchased Assets, including any agreement with any labor union current or other employee representative former employee, consultant, or contractor regarding the appropriation or the non-disclosure of a group of employees relating to wages, hours or other conditions of employmentany Intellectual Property; (v) all Contracts involving any each joint venture, partnership or limited liability company agreement Contract involving a sharing of profits, losses, costs, Taxes costs or other liabilities by the Company Liabilities with any other Person or that provides for the payment of referral fees or bountiesPerson; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement each Contract containing any covenant that would prevent, purports to restrict the business activity of the Seller or limit the freedom of the Seller to engage in any way the Company from carrying on its line of business in or to compete with any manner or in any geographic locationPerson; (vii) all Contracts containing an effective power of attorneyeach Contract providing for payments to or by any Person based on sales, agency purchases or similar authority granted by the Companyprofits, other than direct payments for goods; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess each power of $25,000attorney; (ix) all Contracts involving the settlement, release, compromise each Contract for Indebtedness relating to or waiver of covering any of the Company’s material rights, claims, obligations, duties Business or liabilitiesthe Purchased Assets; (x) all Contracts under which the Company has loaned to, each employment or made an investment in, or guaranteed the obligations of, any Personconsulting Contract; (xi) all Contracts relating each Contract to which the Parent or any bond Affiliate of the Parent is a party or letter of creditis otherwise bound; and (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other each Contract not terminable without penalty on less than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodysix months notice.

Contracts. (a) Schedule 2.10(a) to Section 3.6 of the Seller Disclosure Memorandum Letter contains an accurate and complete list of the following currently effective agreements, commitments, leases, subleases, occupancy agreements, licenses, evidence of indebtedness, letters of credit, mortgages, indentures, security agreements, instruments, notes, bonds, franchises, permits, concessions, or other instruments, obligations or agreements of any kind, written or oral (eachcollectively, a “Material ContractContracts”): (i) all Contracts to which the Company Seller is a party and relates, or by which any of its assets and properties are bound (other than the Company is bound providing for potential Plans set forth on Section 3.17.1 of the Seller Disclosure Letter): (a) any CSO Personal Property Lease with a fixed annual payments by or to the Company in excess rental of $25,00025,000 or more; (iib) each any Assumed CSO Contract relating to capital expenditures; (c) any Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use making of a loan or any leasehold advance to or other interest investment in, any real other Person; (d) any Contract evidencing indebtedness for money borrowed or personal property to be borrowed, whether directly or indirectly, by way of loan, purchase money obligation, guarantee (other than the Companyendorsement of negotiable instruments for collection in the ordinary course of business), including conditional sale, purchase or otherwise, including, without limitation the granting Seller Credit Agreement and the RedPath Agreements; (e) any management service, employment, consulting or similar type of security interests Contract which relates to the Commercial Services Business and is not cancelable by the Company, Seller without penalty or other than personal property leases having a value per item or aggregate payments of less than $25,000financial obligation within 30 days; (ivf) all Contracts with any labor union or other employee representative of a group of employees Contract relating to wages, hours the Commercial Services Business limiting the Seller’s freedom to engage in any line of business or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company to compete with any other Person Person, including agreements limiting the ability of the Seller to service competitive accounts during or that provides for after the payment of referral fees or bountiesterm thereof; (vig) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing any collective bargaining or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic locationunion agreement; (viih) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of Contract with any of the Company’s material rightsits officers, claimsdirectors or employees, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person who provide services primarily for the benefit of the Company Commercial Services Business (or such other Person, their respective Affiliates) not covered by subsection (e) above (including indemnification agreements); (i) any secrecy or confidentiality agreement (other than those restricting a Person other than the Company standard confidentiality agreements in computer software license agreements or agreements with clients entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant business) that relate to a form made available to Parentthe Commercial Services Business; (xiiij) any Contract with respect to any Intellectual Property of the Commercial Services Business (as defined in Section 3.12), other than “shrink-wrap” and similar end-user licenses; (k) all Contracts CSO Client Contracts; (l) any real property lease to which the Seller is a party or assignee (as lessee, lessor, sublessee or sublessor), including without limitation, any modification, amendment or supplement thereto; (m) any joint venture agreement relating to any interest rate, currency or commodity derivatives or hedging transactionthe Commercial Services Business involving a sharing of profits not covered by clauses (a) through (l) above; (n) all Vendor Agreements (as defined in Exhibit B of the Transition Services Agreement); and (xivo) all any other Contract (not covered by another subsection of this Section 3.6) that relates to the Commercial Services Business which involves $25,000 or more over the unexpired term thereof and is not cancelable by the Seller without penalty or other financial obligation within 30 days; provided, however, that Contracts of a similar nature which individually do not involve $25,000 but in the aggregate involve $50,000 or more over the unexpired term shall also be set forth on Section 3.6 of the Seller Disclosure Letter. Except as disclosed on Part II of Section 3.6 of the Seller Disclosure Letter, each Contract to which the Seller is a party that is required to be disclosed on Section 3.6 of the Seller Disclosure Letter (each a “Covered Contract”) is in full force and effect, and, there exists no material default or material event of default by the Seller, or to the Knowledge of the Seller, by any other Person, or occurrence, condition, or act (including the consummation of the Transaction hereunder) which, with the giving of notice or the lapse of time (but subject to obtaining the consents listed on Section 3.7.2 of the Seller Disclosure Letter), would become a Governmental Bodymaterial default or material event of default thereunder by the Seller. The Seller has not received nor does it have Knowledge of any outstanding claims of breach or indemnification or notice of default or termination of any such Covered Contract.

Contracts. (a) Schedule 2.10(a) Section 3.17 to the AmeriSource Disclosure Memorandum contains Schedule --------- lists all contracts, agreements, guarantees, leases and executory commitments (each a "Contract"), other than Plans and any Contracts heretofore filed as an accurate and complete list exhibit to any AmeriSource SEC Document, that exist as of the following (each, a “Material Contract”): (i) all Contracts date hereof to which the Company AmeriSource is a party or by which the Company it is bound providing for potential annual payments by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of and which fall within any of the Company’s material rights, claims, obligations, duties or liabilities; following categories: (xa) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company not entered into with any actual or prospective customer or vendor in the ordinary course of AmeriSource's business consistent other than those that individually or in the aggregate are not material to the business of AmeriSource, (b) joint venture and partnership agreements, (c) Contracts containing covenants purporting to limit the freedom of AmeriSource to compete in any line of business in any geographic area or to hire any individual or group of individuals, (d) Contracts which after the Effective Time would have the effect of limiting the freedom of Parent or its subsidiaries (other than AmeriSource) to compete in any line of business in any geographic area or to hire any individual or group of individuals, (e) Contracts which contain minimum purchase conditions in excess of $10,000,000 with past practices pursuant respect to a form made available to Parent; inventory purchases for resale, and $500,000 in the case of everything else, or requirements or other terms that restrict or limit the purchasing relationships of AmeriSource or its affiliates, or any customer, licensee or lessee thereof, (xiiif) all Contracts relating to any interest rateoutstanding commitment for capital expenditures in excess of $1,000,000, currency (g) indentures, mortgages, promissory notes, loan agreements or commodity derivatives guarantees of borrowed money in excess of $1,000,000 in the aggregate, letters of credit or hedging transaction; other agreements or instruments of AmeriSource or commitments for the borrowing or the lending by AmeriSource of amounts in excess of $1,000,000 in the aggregate or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of AmeriSource with an aggregate value in excess of $1,000,000, (h) Contracts providing for "earn-outs" or other contingent payments by AmeriSource involving more than $1,000,000 in the aggregate over the terms of all such Contracts, (i) Contracts providing for the purchase by AmeriSource of product for resale at a price above the weighted average price at which AmeriSource sells such product, (j) Contracts relating to material customer programs, including Contracts providing for loans to customers or slotting allowances, (k) Contracts associated with off balance sheet financing in excess of $1,000,000 in the aggregate, including but not limited to arrangements for the sale of receivables, (l) licenses or similar agreements granting the right to use any material Intellectual Property, (m) stock purchase agreements, asset purchase agreements or other acquisition or divestiture agreements relating to material transactions since January 1, 1994, or (n) any agreement which is material to AmeriSource, irrespective of amount. All Contracts to which AmeriSource is a party or by which it is bound are valid and binding obligations of AmeriSource and, to the knowledge of AmeriSource, the valid and binding obligation of each other party thereto except such Contracts which if not so valid and binding would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on AmeriSource. Neither AmeriSource nor, to the knowledge of AmeriSource, any other party thereto is in violation of or in default in respect of, nor has there occurred an event or condition which with the passage of time or giving of notice (xivor both) all Contracts would constitute a default under or permit the termination of, any such Contract except such violations or defaults under or terminations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on AmeriSource. Set forth in Section 3.17(o) to the AmeriSource Disclosure Schedule is a description of any material changes to the amount and terms of the indentures of AmeriSource and its subsidiaries from the description in the notes to the financial statements incorporated in AmeriSource's Form 10-K for the period ended September 30, 1996 filed with a Governmental Bodythe Commission. Set forth in Section 3.17(p) to the AmeriSource Disclosure Schedule is the amount of the annual premium currently paid by AmeriSource for its directors' and officers' liability insurance.

Contracts. (a) Schedule 2.10(a5.15(a)(1) to of the Sellers’ Disclosure Memorandum contains an accurate Schedule sets forth a true and complete list of the following (each, a “Material Contract”): (i) all Contracts each Contract to which the Company is a party or by which the Company is bound providing for potential annual payments by binds or affects its properties or assets, to the Company extent such Contract falls within any of the following categories: (i) any Contract that restricts or forecloses the Company’s ability to research, develop or market any product for any indication in excess any product market, therapeutic area or geographic area (other than field of $25,000use restrictions contained in in-license agreements); (ii) each any Contract providing for annual payments or receipts in excess of Twenty-Five Thousand Dollars ($25,000); (iii) any Contract pursuant to which the Company grants any most favored customer pricing provisions, right of first refusal or right of first offer or similar right, or that limits or purports to limit the ability of the Company to own, operate, sell, transfer, pledge or otherwise dispose of any assets or businesses that are individually or in the aggregate material to the Company; (iv) any Contract relating to the DebtProducts, materials transfer agreements and support and research agreements entered into in the ordinary course of business; (iiiv) all Contracts affecting any Contract that provides for the ownership of, leasing of, title to, use manufacturing of the Products; (vi) any Contract relating to indebtedness for borrowed money or any leasehold financial guaranty in excess of Twenty-Five Thousand Dollars ($25,000); (vii) any Contract that contains any non-compete or exclusivity provision or limits, curtails or restricts, or purports to limit, curtail or restrict, the ability of the Company (A) to compete in any line of business, in any therapeutic area, in any geographic area or with any Person, or (B) to sell to or to purchase from any other interest inPerson; (vii) any Contract obligating the Company to file a registration statement under the Securities Act, which filing has not yet been made; (viii) any real Contract involving research, development or personal property the exclusive or non-exclusive license of Intellectual Property (excluding (A) transfer of material, clinical trial or similar agreements entered into in the ordinary course of business, consistent in all material respects with past practice, (B) agreements with scientific advisors, and (C) any confidentiality agreement entered into using the Company’s standard form of confidentiality agreement, if any, which form has previously been provided to Purchaser); (ix) any Contract providing for the payment or receipt by the Company of milestone payments or royalties; (x) any Contract including or involving a loan to a director or officer; (xi) any Contract relating to any equity interests of the Company, including the granting any option arrangement, put or call, guarantee of security interests by the Companyprofits, other than personal property leases having a value per item proxy or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or voting, stockholder, partnership, limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities operating agreement or similar Contracts; (xii) any Contract that by the Company with any other Person or that provides for its terms limits the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement dividends or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted distributions by the Company; (viiixiii) all Contracts containing any Contract that contains material “earn-out” provisions, or providing provides for an express undertaking by the Company to be responsible for consequentialany material guaranty, special performance, bid, completion bond, surety or liquidated damages indemnification provisions or to indemnify other material contingent payment obligations (excluding any other party that may result indemnification agreement or similar Contract entered into in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parentbusiness); (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in, the Company Intellectual Property; (xv) any Contract that includes continuing obligations, rights or interests relating to the research, development, clinical trial, distribution, supply, manufacturing, marketing or co-promotion of, or collaboration with respect to, any product or product candidate for which the Company is currently engaged in research or development, including (A) manufacture or supply services or Contracts with contract research organizations for clinical trials-related services and (B) customary material transfer Contracts for pre-clinical products or clinical products of the Company with commercial, pharmaceutical or biotechnology companies; or (xvi) any other agreement which would prohibit or materially delay the consummation of the transactions contemplated by this Agreement. Each Contract set forth in Schedule 5.15(a)(2) of Sellers’ Disclosure Schedule is hereinafter referred to as a Governmental Body“Company Material Contract”. True and complete copies of each Company Material Contract have been provided to Purchaser by the Company.

Contracts. (a) Schedule 2.10(a2.7(a)(i) to the Disclosure Memorandum contains an accurate includes a true and complete correct list as of the following (eachDate of Execution of all outstanding contracts, a “Material Contract”): (i) all Contracts leases or other agreements, whether written or oral, to which the Company Seller is a party or by which the Company is bound providing for potential annual payments by or relating to the Company in excess Assets or the operation of $25,000; the Facility or the Business (collectively, the “Contracts”), excluding (i) the Residency Agreements, (ii) each Contract relating to the Debt; any contract, lease or other agreement which is cancellable without penalty on thirty (30) days or less notice, (iii) all Contracts affecting the ownership ofany contract, leasing of, title to, use of or any leasehold lease or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company is entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; practice and does require the expenditure of more than Fifty Thousand Dollars (xiii$50,000.00) all Contracts relating to per year (either individually or together with any interest raterelated agreements), currency or commodity derivatives or hedging transaction; and (xiviv) any of the insurance policies listed in Schedule 2.26 (or the renewal of any such policies) (such contracts and agreements, including any management agreement, administrative services agreement, pharmacy services agreement, cost-sharing agreement or real property lease between any Seller, on the one hand, and any Affiliate(s) of Seller, on the other hand, covered by Schedule 2.27(a)(i), but expressly excluding those described in clauses (i) – (iv), collectively, the “Material Contracts”). Seller has provided Purchaser true and complete copies of each such Material Contract. Seller has not received notice of any default, and there is no default, existing or continuing by Seller or, to Seller’s Knowledge, any other party under the terms of any Material Contracts, and each Material Contract is in full force and effect and is valid and enforceable by Seller in accordance with its terms. At least twenty-one (21) days prior to the Closing Date, Seller shall deliver to Purchaser a certificate in which Seller (A) restates as of the Closing Date the representations and warranties contained in the preceding portions of this Section 2.7(a) (and an updated Schedule 2.7(a)(i) to bring forward the list of any Contracts required to be set forth in such representations and warranties to the date of such certificate), and (B) identifies any consents required in order that the assignments of any Contracts by Seller at Closing not result in a violation of any restrictions, termination of any rights or the creation of any liens, charges or encumbrances with respect to the Contracts, with or without the giving of notice, the passage of time or both. At or prior to the Closing, Seller will cause those Contracts (whether entered into before or after the Date of Execution) identified by Purchaser in its sole discretion in writing at least thirty (30) days prior to the Closing Date to be terminated effective as of immediately prior to the Closing, all at no cost to Purchaser or any Affiliate thereof, and all such other Contracts not so designated for termination shall be assigned to the Real Estate Purchaser or the TRS Entity at the Closing, in Purchaser’s sole discretion and at no cost to Purchaser or the TRS Entity (collectively, “Assumed Contracts”). Notwithstanding the foregoing, for the avoidance of doubt, subject to and in accordance with a Governmental BodySection 1.6(a), the parties have agreed that (w) the TRS Entity will assume the Residency Agreements as more particularly set forth in Section 2.7(b), and (x) the applicable TRS Entity or Real Estate Purchaser will assume those Assumed Contracts set forth on Schedule 2.7(a).

Contracts. (a) Schedule 2.10(aSCHEDULE 3.11(A) to the Disclosure Memorandum contains an accurate sets forth a true, correct and complete list of the following ---------------- all loan or credit agreement, note, bond, mortgage, indenture, lease, sublease, purchase order or other contract, agreement, commitment, instrument, Permit, concession, franchise or license (each, a “Material Contract”): (i"Contracts") all Contracts to which the Company or any --------- Subsidiary is a party or by which any of their respective assets or properties are bound that (i) involves payment over the remaining term (without regard to any early termination or cancellation rights) of such Contract of more than $1,000,000 or requires the Company is bound providing and/or its Subsidiaries, or any of their Affiliates, to provide goods or services with a value of more than such amount, (ii) evidences or provides for potential annual payments by or to any Indebtedness of the Company or any Subsidiary, or any of their Affiliates, in an amount in excess of $25,000; (ii) each Contract relating to the Debt; 500,000, or any Encumbrance securing such Indebtedness, (iii) all Contracts affecting guarantees the ownership ofperformance, leasing ofliabilities or obligations of any other Person except for those guarantees which are entered into in the ordinary course of business, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with restricts the Company or any labor union Subsidiary, or other employee representative any of a group their Affiliates, from engaging in any line of employees relating to wagesbusiness, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral material commissions or fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any respect of the Company’s material rightssale, claims, obligations, duties distribution or liabilities; (x) all Contracts under which the Company has loaned to, marketing of products or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit services of the Company or such other Personany Subsidiary, other than those restricting a Person other than or any of their Affiliates, (vi) are with any current officer, director, Affiliate or "associate" (as defined in Rule 12b-2 under the Exchange Act), (vii) relate to the ownership, leasing, licensing or use of real property or any material Intellectual Property Right, (viii) relate to any proposed Alternative Transaction as to which discussions have not been terminated prior to the date hereof, including all Contracts containing confidentiality, standstill, non-solicitation or similar provisions, (ix) are otherwise material to the business, financial condition or results of operations or prospects of the Company entered into with and its Subsidiaries, or any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to their Affiliates, taken as a form made available to Parent; whole (xiii) all Contracts relating to any interest ratecollectively, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Body."Material Contracts"). -------------------

Contracts. (a) Schedule 2.10(a) to Section 3.15 of the Disclosure Memorandum contains an accurate and complete Letter is a list of the following (each--------- all contracts, a “Material Contract”): (i) all Contracts agreements, commitments and other documents to which the Company or any Subsidiary is a party as of the date hereof or by which the Company, any Subsidiary, or any of their assets is in any way affected or bound as of the date hereof, and that relate to (i) leases with respect to any personal property of the Company is bound providing or its Subsidiaries which provide for potential the receipt or expenditure by the Company or its Subsidiaries, after the date of this Merger Agreement, of more than $250,000; (ii) sales contracts which provided for the receipt or expenditure by the Company or its Subsidiaries of more than $750,000 during calendar year 2001; (iii) contracts or commitments for future capital expenditures or acquisitions in excess of $100,000 for one project or set of related projects (other than capital expenditures described in the capital budget referred to in Section 3.15 of the Disclosure Letter, a copy of which budget has been furnished to Parent); (iv) guarantees of third party obligations in excess of $100,000 (other than guarantees included in the Leases and guarantees of the performance of contractual obligations of the Company's Subsidiaries); (v) agreements (including non-competition agreements) which restrict the kinds of businesses in which the Company or its Subsidiaries may engage or the geographical area in which any of them may conduct their business; (vi) indentures, mortgages, loan agreements or other agreements relating to the borrowing of money by the Company, the granting of Liens by the Company or lines of credit by the Company, in each case, involving an amount in excess of $100,000; (vii) brokerage or finders agreements (other than those relating to the Leases); (viii) employment agreements (excluding employment arrangements with at will employees), consulting agreements, severance agreements or management agreements involving an annual payments salary, an annual fee or a severance payment in an amount in excess of $125,000; or (ix) licenses of intellectual property granted by or to the Company in excess of $25,000; or its Subsidiaries (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities except for licenses granted by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor Subsidiaries in the ordinary course of its business consistent with past practices pursuant and shrinkwrap or clickwrap agreements or agreements relating to a form "off-the-shelf" software that is generally available to the public) (all items required to be disclosed in Section 3.15 of the Disclosure Letter being hereinafter referred to as "Material Contracts"). To the knowledge of the Company, all Material Contracts are legally valid and binding and in full force and effect, and each of the Company and its Subsidiaries have duly performed its obligations thereunder in all material respects. There are no material breaches or defaults by the Company or any Subsidiary under such Material Contracts and to the Company's knowledge, no material breach or default by any party thereto has occurred. The Company has previously made available to Parent; (xiii) for inspection by the Parent a true and correct copy of all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodywritten Material Contracts.

Contracts. (a) Schedule 2.10(a) to Section 4.16 of the Disclosure Memorandum contains an accurate Schedule is a correct and complete list of the following (each, a “Material Contract”): (i) all Contracts each currently effective Contract to which the Company or any of its Subsidiaries is a party or by as of the date hereof and which the Company is bound providing for potential annual payments by or constitutes (i) a Contract relating to the Company in excess of $25,000; Indebtedness, (ii) each Contract relating a non-competition, non-solicitation or exclusive dealing arrangement or any other agreement or obligation which purports to limit or restrict in any respect (A) the Debt; ability of the Company or its Subsidiaries to solicit customers or employees or (B) the manner in which, or the localities in which, all or any portion of the business and operations of the Company or its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, the business and operations of Parent and its Affiliates, is or would be conducted, (iii) all Contracts affecting a material Contract that is terminable by the ownership of, leasing of, title to, use of other party or any leasehold or other interest in, any real or personal property parties upon a change in control of the Company, including the (iv) a Contract granting a Lien (other than Permitted Liens) upon any material property or asset of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any a Contract which is a joint ventureventure agreement, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or Contract providing for an express undertaking by the Company to be responsible for consequential, special acquisition or liquidated damages or to indemnify any other party that may result in liability to disposition after the Company in excess date of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver this Agreement of any of the Company’s material rightsassets, claims(vii) a Contract with any Affiliate of the Company (other than as set forth in Section 4.15(a) of the Disclosure Schedule), obligations(viii) a Contract with any officer, duties director, manager or liabilities; employee of the Company (other than as set forth in Section 4.15(a) of the Disclosure Schedule), (ix) a Contract providing for the indemnification by the Company or a Subsidiary of the Company of any Person, (x) all Contracts under which the Company has loaned toany agreement that contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond other Contract that involves future expenditures or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between projected receipts by the Company and of more than $150,000 in any other Person for one-year period or is otherwise material to the benefit operation of the business of the Company or such other Person(collectively, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Body“Material Contracts”).

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list of the following (each, a “Material Contract”): Other than (i) Contracts that involve $10,000 or less and are cancelable by the Company without penalty on thirty (30) days or less notice, (ii) purchase orders for inventory or supplies arising in the Ordinary Course of Business, and (iii) accounts receivable arising in the Ordinary Course of Business, Schedule 4.15 sets forth all of the Contracts to which the Company is a party or by which the Company is bound providing for potential annual payments by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rightsassets of the Company are bound, claimsincluding, obligationswithout limitation, duties any contract, agreement, lease, instrument, guarantee, bid, order or liabilities; proposal (xa) all Contracts governing the borrowing of money or the Guarantee or the repayment of Indebtedness or granting of Liens on any property or asset of the Company (including any such Contract under which the Company has loaned to, or made an investment in, or guaranteed incurred any Indebtedness); (b) providing for the obligations of, employment of any Person; (xic) all Contracts relating containing covenants limiting the freedom of the Company to compete in any bond line of business or letter of creditwith any Person or in any geographic area or market; (xiid) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit use of or restricting the use of the Intellectual Property; (e) with any directors, officers, employees, Shareholders of the Company or such Affiliates of the Shareholders; (f) providing for the purchase, maintenance or acquisition, or the sale or furnishing, of materials, supplies, merchandise or equipment (including, without limitation, computer hardware or software or other property or services) in excess of $10,000; (g) granting to any Person a first-refusal, first-offer or similar preferential right to purchase or acquire any right, asset or property of the Company; (h) pertaining to the lease of equipment or other personal property, where the aggregate lease payments exceed $10,000; (i) providing for any offset, countertrade or barter arrangement; (j) involving a written distributor, sales representative, broker or advertising arrangement that by its express terms is not terminable by the Company at will or by giving notice of 30 days or less, without liability; (k) establishing a joint venture; (l) involving management services, consulting services, support services or any other similar services including, without limitation, service agreements under which the Company is required to provide services to federal and state governments, and/or commercial customers, insurers, self-insured employees or any governmental or private health plan, managed-care plan or other similar Person; (m) involving the Company’s acquisition of any business enterprise whether via stock or asset purchase or otherwise; (n) pursuant to which, as of the date of this Agreement, the Company provides services or products, including, without limitation, the sub-contracting by the Company to any other Person, or by any other than those restricting a Person other than to the Company entered into with of any actual services or prospective customer the manufacturing of any products; or vendor in the ordinary course of business consistent with past practices pursuant (o) relating to a form teaming arrangement. The Company has provided or made available to Parentthe Buyer true and complete copies of each such Contract, as amended to date. Each Contract listed on Schedule 4.15 (or required to be listed on Schedule 4.15) is a valid, binding and enforceable obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar Laws and principles of equity affecting creditors’ rights and remedies generally. With respect to the Contracts listed on Schedule 4.15 (or required to be listed on Schedule 4.15): (a) neither the Company nor to the knowledge of the Shareholders, any other party thereto is in default under or in violation of any Contract, including any requirement that Company employees must be qualified to work within the labor category descriptions mandated in the Contracts; (xiiib) all Contracts relating to any interest rateno event has occurred which, currency with notice or commodity derivatives lapse of time or hedging transactionboth, would constitute such a default or violation; and (xivc) all Contracts the Company has not released any of its rights under any Contract. Except as set forth on Schedule 4.15, the Company, using reasonable budgeting and forecasting assumptions, does not forecast losses from the performance of its obligations under any of the Contracts. Except as set forth on Schedule 4.15, the consummation of the transactions contemplated by this Agreement will not allow a prime contractor to any Contract pursuant to which the Company is a subcontractor any additional right to terminate such Contract. The Company is in compliance with a Governmental BodyGSA contract clause 552.238-75.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains 4.11 annexed hereto sets forth an accurate accurate, correct and complete list of the following (eachContracts, a “Material Contract”): (i) all Contracts in effect at any time from October 1, 1994 through the date hereof, to which the Company or any of its Subsidiaries is or was a party party, by which any of them are bound or by pursuant to which the Company or any of its Subsidiaries is bound providing or was an obligor or a beneficiary: (i) Any material Contracts with respect to Real Property (which restrains the ability of the Company or any of its Subsidiaries to use such Real Property), Intangible and Other Property, all Affiliate Contracts (whether or not material), Termination Agreements (whether or not material), Benefit Plans (whether or not material), and labor matters; (ii) Any Contract for potential annual payments capital expenditures or services by the Company or any of its Subsidiaries which involves consideration payable by the Company or any of its Subsidiaries in excess of $100,000 in any fiscal year; (iii) Any Contract evidencing any indebtedness for borrowed money in excess of $50,000 or obligation for the deferred purchase price of Assets in excess of $100,000 (excluding normal trade payables) or guaranteeing any indebtedness, obligation or liability in excess of $100,000; (iv) Any material Contract wherein the Company or any of its Subsidiaries has agreed to a non-competition provision; (v) Any material joint venture, partnership, cooperative arrangement or any other material Contract involving a sharing of profits; (vi) Any material Contract with any Governmental Authority other than for sale of merchandise in the ordinary course of business; (vii) Any power of attorney, proxy or similar instrument granted by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000its Subsidiaries; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; and (viii) all Contracts containing Any other Contract related to the business of the Company or providing any of its Subsidiaries, as currently conducted, which provides for an express undertaking a period of performance which extends beyond twelve (12) months from the date hereof or is not cancelable upon ninety (90) days' notice. Accurate, correct and complete copies of each such written Contract and written summaries of each such oral Contract have been delivered by the Company to be responsible for consequential, special the Parent or liquidated damages or to indemnify any other party that may result in liability made available to the Parent at the Company's offices. Prior to the Closing, the Company will provide to the Parent an accurate, correct and complete list, and make available to the Parent at the Company's offices accurate, correct and complete copies, of all written Contracts and written summaries of each oral Contract entered into by the Company or any of its Subsidiaries from the date hereof through the Closing Date of a type that is described in excess this Section 4.11(a). (b) Each Contract listed or referred to on Schedule 4.11 to which the Company or any of $25,000; its Subsidiaries is or was a party, by which any of them is bound or pursuant to which the Company or any of its Subsidiaries is or was an obligor or a beneficiary is in full force and effect, except as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Each of the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed under each such Contract, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company without due inquiry, each party to each such Contract other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, none of the Company or any of its Subsidiaries has received any notice of a default under any such Contract and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any such Contract, except for such notices and defaults which are not reasonably likely, individually or in the aggregate (ix) all Contracts involving together with the settlementitems set forth in Schedule 4.11 annexed hereto), releaseto have a Material Adverse Effect. Except as set forth in Schedule 4.11 annexed hereto, compromise or waiver the Merger will not be considered an assignment of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Body.Contracts. I-21

Contracts. (a) Schedule 2.10(aSection 3.9(a) to of the Disclosure Memorandum contains an accurate and complete list Letter lists as of the following date of this Agreement all written or oral contracts, agreements, guarantees, leases and executory commitments (each, a “Material Contract”): (iother than the Plans) all Contracts to which the Company or any of its subsidiaries is a party or by and which the Company is bound providing for potential annual payments by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of fall within any of the Company’s material rights, claims, obligations, duties or liabilities; following categories: (xa) all Contracts under which contracts not entered into in the Company has loaned to, or made an investment in, or guaranteed ordinary course of the obligations of, any Person; (xi) all Contracts relating to any bond or letter business of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any its subsidiaries other Person for than those that are not material to the benefit business of the Company and its subsidiaries; (b) contracts containing covenants purporting to limit the freedom of the Company or such other Person, any of its subsidiaries to compete in any line of business in any geographic area or contracts (other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant of the Company and its subsidiaries) to a form made available to Parenthire any individual or group of individuals; (xiiic) all Contracts contracts which after the Effective Time would have the effect of limiting the freedom of GSK or its subsidiaries (other than the Company and its subsidiaries) to compete in any line of business in any geographic area or contracts (other than in the ordinary course of business of the Company and its subsidiaries) to hire any individual or group of individuals; (d) purchase contracts which restrict or limit the purchasing relationships of the Company or its subsidiaries in any material manner; (e) contracts relating to any interest rateoutstanding commitment for capital expenditures in excess of $1 million other than capital expenditures included in the 2005 capital and operating budget of the Company that was previously approved by the board of directors of the Company and which was previously provided to GSK or its advisors; (f) contracts relating to employment (other than ordinary course, currency at-will written or commodity derivatives oral offers, or hedging transactionthose that are terminable within ninety (90) days without the payment of any penalty and excluding arrangements required by Law) or with any labour organization or union; (g) except as reflected in the Company financial statements included in the SRA Reports for the period ended December 31, 2004, indentures, mortgages, Liens, promissory notes, loan agreements, guarantees or other arrangements relating to the borrowing of money by the Company or its subsidiaries in excess of $1 million; (h) contracts providing for “earn-outs”, “savings guarantees”, “performance guarantees”, or other contingent payments by the Company or any of its subsidiaries involving more than $1 million per year or $1 million over the term of the contract; (i) confidentiality or standstill agreements with any person (the effectiveness of which extends beyond the date that is six months following the date of this Agreement) that restrict the Company or any of its subsidiaries in the use of any information or the taking of any actions by the Company or its subsidiaries entered into in connection with the consideration by the Company or any of its subsidiaries of any acquisition by the Company or any of its subsidiaries of equity interests or assets; (j) contracts, other than routine material transfer agreements and confidentiality agreements entered into in the ordinary course of business, containing provisions that result in termination or otherwise require notice or consent as a result of a change of control of the Company; (k) contracts in favour of directors or officers that provide rights to indemnification; and (xivl) all Contracts with contracts that are material to the Company and its subsidiaries taken as a Governmental Body.whole other than those that are covered by (a) through (k) of this Section 3.9 or filed in the SRA Reports filed prior to the date of this Agreement

Contracts. (a) Schedule 2.10(a) There have been made available to the Disclosure Memorandum contains an accurate Parent true, correct and complete list copies of all of the following (each, a “Material Contract”): (i) all Contracts contracts to which the Company or any of its Subsidiaries is a party or by which any of them is bound (collectively, the "MATERIAL CONTRACTS"): (i) contracts with any current officer or director of the Company is bound providing or any of its Subsidiaries; (ii) contracts (A) for potential the sale of any of the material assets of the Company or any of its Subsidiaries, other than contracts entered into in the ordinary course of business, or (B) for the grant to any person of any preferential rights to purchase any of its material assets; (iii) contracts which restrict the Company or any of its Subsidiaries from competing in any line of business or with any person in any geographical area in any material manner or which restrict any other person from competing with the Company or any of its Subsidiaries in any line of business or in any geographical area in any material manner; (iv) contracts that have a "change of control" provision or that require the consent of or notice to any third party prior to consummation of the transactions contemplated by this Agreement; (v) indentures, credit agreements, security agreements, mortgages, guarantees, promissory notes, letters of credit, hedging obligations, capitalized lease obligations, take or pay contracts and other contracts relating to the borrowing of money; (vi) contracts between the Company or any of its Subsidiaries, on the one hand, and the Majority Stockholder and any of its Affiliates (other than the Company and its Subsidiaries), on the other hand; (vii) agreements involving the purchase of goods or services involving annual payments by or to the Company in excess of $25,000; (ii) each Contract relating to 500,000 or agreements involving the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use sale of goods or any leasehold or other interest in, any real or personal property services involving annual payments in excess of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company2,500,000; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequentialjoint venture agreements, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; and (ix) all Contracts involving the settlementother agreements, release, compromise contracts or waiver of any of the Company’s instruments that are material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting its Subsidiaries taken as a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodywhole.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an 4.13 sets forth a complete and accurate and complete list of the following (each, a “Material Contract”): (i) all Contracts contracts to which the Company or any of the Subsidiaries is a party or by which the Company is bound providing for potential annual payments by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of which it or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties 's or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company Subsidiaries' assets or such other Personproperties is bound or subject, other than those restricting a Person other than the Company except (a) contracts entered into with any actual or prospective customer or vendor in the ordinary course of business consistent after the date hereof and prior to the Closing, which will be identified to the Buyer in writing prior to the Closing, (b) contracts terminable (without any surviving obligation) by the Company upon 30 days' notice or less without the payment of any termination fee or penalty, (c) contracts that will not result in (i) the payment by the Company of more than $50,000, or (ii) the receipt by the Company of payment of more than $50,000, over their respective terms (other than any contracts requiring that the Company or any of the Subsidiaries indemnify any person), and (d) contracts listed in other Schedules hereto. As used in this Section 4.13, the word "contract" means and includes every agreement or understanding of any kind, written or oral, which is legally enforceable by or against the Company or any of the Subsidiaries, and specifically includes (a) contracts and other agreements with past practices pursuant to a form made available to Parentany current or former officer, director, employee, consultant or shareholder or any partnership, corporation, joint venture or any other entity in which any such person has an interest; (xiiib) all Contracts agreements with any labor union or association representing any employee; (c) contracts and other agreements for the provision of services by the Company or any of the Subsidiaries; (d) bonds or other security agreements provided by any party in connection with the business of the Company or any of the Subsidiaries; (e) contracts and other agreements for the sale of any of the Company's or any of the Subsidiaries' assets or properties other than in the ordinary course of business or for the grant to any person of any preferential rights to purchase any of the Company's or any of the Subsidiaries' assets or properties; (f) joint venture agreements relating to the assets, properties or business of the Company or any interest rateof the Subsidiaries or by or to which it or the Subsidiaries or any of its or the Subsidiaries' assets or properties are bound or subject; (g) contracts or other agreements under which the Company or any of the Subsidiaries agrees to indemnify any party, currency to share tax liability of any party, or commodity derivatives to refrain from competing with any party; (h) any contracts or hedging transactionother agreements with regard to Indebtedness; or (i) any other contract or other agreement whether or not made in the ordinary course of business. The Sellers have delivered to the Buyer true, correct and (xiv) complete copies of all Contracts such contracts, together with all modifications and supplements thereto. Each of the contracts listed on Schedule 4.13 hereto or any of the other Schedules hereto is in full force and effect, neither the Company nor any of the Subsidiaries is in breach of any of the provisions of any such contract, nor, to the knowledge of any of the Sellers, is any other party to any such contract in default thereunder, nor does any event or condition exist which with notice or the passage of time or both would constitute a Governmental Bodydefault thereunder. To the knowledge of the Sellers, each of the Company and each Subsidiary has in all material respects performed all obligations required to be performed by it to date under each such contract. No approval or consent of any person is needed in order that the contracts listed on Schedule 4.13 and other Schedules hereto continue in full force and effect following the consummation of the transactions contemplated by this Agreement, and no such contract includes any provision the effect of which may be to enlarge or accelerate any obligations of the Company or any of the Subsidiaries thereunder or give additional rights to any other party thereto or will in any other way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement.

Contracts. (a) Schedule 2.10(a5.10(a) to the Disclosure Memorandum contains an accurate is a true and complete list of all of the following material Contracts of the Company (each, a the “Material ContractContracts”): (i) all All written or oral employment or consulting Contracts pursuant to 19 which services are rendered to the Company; (ii) All Contracts under which the Company is or the Company’s Business or Buyer will after the Closing be restricted from carrying on any business or other activities anywhere in the world; (iii) All Contracts to purchase, lease, or sell assets or services having a party or by which the Company is bound providing for potential annual payments by or to the Company fair market value in excess of $25,000; (iiiv) each Contract relating All Contracts (including organization, partnership and joint venture agreements) under which (A) the Company has any liability or obligation for debt or constituting or giving rise to the Debt; a guarantee of any liability or obligation of any Person or (iiiB) all Contracts affecting the ownership of, leasing of, title to, use any Person has any liability or obligation constituting or giving rise to a guarantee of any liability or any leasehold or other interest in, any real or personal property obligation of the Company, including the granting of security interests by or any liability or obligation to the Company, other than personal property leases having a value per item in each case involving any debt or aggregate payments liability in excess of less than $25,000; (iv) all Contracts with any labor union 25,000 individually or other employee representative of a group of employees relating to wages, hours or other conditions of employment$50,000 in the aggregate; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bountiesThe Real Property Leases; (vi) all All Contracts with a noncompetitionProcessors, nonsolicitationsponsor banks, “most-favored-nations” pricing independent sales organizations, or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic locationReferral Sources; (vii) all All Contracts containing an effective power of attorney, agency involving aggregate annual consideration payable to the or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to from the Company in excess of $25,00010,000; (viii) All Contracts which grant a third party a right of exclusive dealing with the Company, a right of first refusal, right of first offer, or similar option right, for any of the Shares or the assets of the Company; and (ix) all All Contracts involving necessary to operate the settlement, release, compromise Company’s Business as it is currently being conducted. (b) No material breach or waiver of default in performance by the Company under any of the Material Contracts has occurred or is continuing, and, to the Knowledge of Company’s , no event has occurred, which with notice or lapse of time or both would constitute such a material rights, claims, obligations, duties breach or liabilities; (x) all Contracts under which the Company default. No Seller Party has loaned to, given or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and received from any other Person for any notice or other communication regarding any actual, alleged or potential material breach or default under the benefit Material Contracts. To the Knowledge of Company, no material breach or default by any other Person under any of the Company Material Contracts has occurred or is continuing, and no event has occurred which with notice or lapse of time or both would constitute such other Persona material breach or default. (c) Other than as set forth on Schedule 5.10(a), other than those restricting a Person other than there are no renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate, any material amounts paid or payable to or by the Company entered into with under any actual or prospective customer or vendor in Contracts. (d) So long as the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating Required Consents are obtained, there is no reasonable basis upon which any party to any interest rate, currency Contract may object to: (i) the assignment to Buyer of any right under such Contract; or commodity derivatives (ii) the delegation to or hedging transaction; and (xiv) all Contracts with a Governmental Body.performance by Buyer of any obligation under such 20 Contract. 5.11

Contracts. (ai) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list For purposes of this Section 3(t), “Company Contract” shall mean each of the following (eachcontracts, a “Material Contract”): (i) all Contracts agreements or commitments to which the Company any Obligor is a party or by which the Company it or its assets or its business is bound or affected, whether written or oral: (A) any bonus, pension, revenue sharing, profit sharing, retirement plan or deferred compensation plan; (B) any contract relating to employment, confidentiality, non-competition and/or proprietary rights, and any agreement providing for potential annual payments by severance or change of control benefits; (C) any agreement, indenture or other arrangement relating to Indebtedness or to the Company in excess mortgaging, pledging or otherwise placing a lien or encumbrance on any of $25,000its assets; (iiD) each Contract any contract under which such entity has advanced or loaned any other Person amounts in the aggregate exceeding $50,000; (E) any contract relating to lending or investing of funds; (F) any license or royalty agreement; (G) any guaranty of any obligation, other than endorsements made for collection; (H) any material management, consulting, advertising, marketing, promotion, technical services, advisory or other similar contract or arrangement; (I) any material agreement with any material customer or material supplier; (J) any contract or group of related contracts with the same party continuing over a period of more than six (6) months from the date or dates thereof, not terminable by Obligor on thirty (30) days or less notice without penalties, or involving more than $50,000; (K) any contract which prohibits any Obligor or any of their respective officers or employees from freely engaging in business anywhere in the world; (L) any joint venture agreement or agreement relating to the Debt; (iii) all Contracts affecting the ownership ofacquisition or sale of any company, leasing ofbusiness, title to, use of or any leasehold division or other interest inenterprise, whether in the form of stock purchase, asset acquisition or otherwise; or (M) any real agreement, contract or personal property commitment for the purchase or sale of the Companyany goods or services at rates or terms which are materially different from generally available rates or terms, including the granting of security interests by the Company, other than personal property leases having a value per item purchase or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company sale commitments entered into with any actual in settlement of claims or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodyprior obligations.

Contracts. (a) Schedule Section 2.10(a) to of the Disclosure Memorandum Schedule (with paragraph references corresponding to those set forth below) contains an accurate a true and complete list of each of the following Contracts (eachtrue and complete copies or, a “Material Contract”): (iif none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto, have been made available to Purchaser prior to the execution of this Agreement) all Contracts to which the Company such Seller is a party or by which any of its Sale Assets is bound: (i) all material Contracts (excluding benefit plans and the Company is bound Collective Bargaining Arrangement) providing for potential annual payments by (A) a commitment of employment or consultation services for a specified or unspecified term to, or otherwise relating to employment or the Company in excess termination of $25,000employment of, any Employee or (B) employment outsourcing; (ii) each Contract relating all Contracts with any Person containing any provision or covenant prohibiting or materially limiting the ability of such Seller to engage in any business activity or compete with any Person in connection with the DebtBusiness or prohibiting or materially limiting the ability of any Person to compete with such Seller in connection with the Business; (iii) all material partnership, joint venture or shareholders’ Contracts affecting with any Person in connection with the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000Business; (iv) all material Contracts with any labor union customers, distributors, dealers, manufacturer’s representatives, sales agencies or other employee representative of a group of employees relating to wages, hours or other conditions of employmentfranchises with whom such Seller deals in connection with the Business; (v) all material Contracts involving any joint venturerelating to licensing, partnership or limited liability company agreement involving a sharing of profitsproduction, lossesmanufacturing, costs, Taxes or other liabilities by the Company talent and infomercials with any other Person or that provides for in connection with the payment of referral fees or bountiesBusiness; and (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing relating to the future disposition or exclusivity agreement or other arrangement that would prevent, restrict or limit in acquisition of any way the Company from carrying on its business in any manner Sale Assets individually or in any geographic location; the aggregate material to the Business. (viib) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company Each Contract required to be responsible for consequentialdisclosed in Section 2.10(a) of the Disclosure Schedule is in full force and effect and constitutes a legal, special or liquidated damages or valid and binding agreement, enforceable in accordance with its terms, of such Sellerand, to indemnify the Knowledge of Sellers, of each other party thereto; and except as disclosed in Section 2.10(b) of the Disclosure Schedule neither such Seller nor, to the Knowledge of Sellers, any other party that may result to such Contract is in liability to violation or breach of or default under any such Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Contract) the Company in excess effect of $25,000; (ix) all Contracts involving the settlementwhich, release, compromise individually or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant aggregate, could reasonably be expected to have a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Body.Material Adverse Effect. 2.11

Contracts. (a) Schedule 2.10(a) to the Section 3.10 of Seller Disclosure Memorandum contains an accurate and Statement is a complete list of all Contracts of Seller (other than the following Leases) that are currently in effect (eachexcept for those set forth in clause (x) below), a “Material Contract”): that relate to the business or employees of the Division or the Assets and that are (i) all Contracts to which provide for the Company is a party receipt or by which expenditure after the Company is bound providing for potential annual payments by or to the Company in excess date of this Agreement, of more than $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, 50,000 other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor inventory purchases in the ordinary course of business consistent with past practices pursuant to a form made available to Parentbusiness; (xiiiii) all Contracts for capital expenditures or acquisitions in excess of $50,000 for one project or set of related projects or $200,000 in the aggregate; (iii) Contracts relating to guarantees of third party obligations; (iv) Contracts (including non competition agreements) which restrict the kinds of businesses in which the Division may engage or the geographical area in which it may conduct its business; (v) Contracts relating to the borrowing of money, the granting of Liens or lines of credit, in each case, involving an amount in excess of $50,000, individually, or $200,000 in the aggregate; (vi) Contracts relating to collective bargaining; (vii) Contracts (whether as licensor or licensee, assignor or assignee) relating to any interest rateIntellectual Property Rights; (viii) Contracts relating to brokerage or finder's agreements; (ix) Contracts relating to joint venture agreements, currency partnership agreements or commodity derivatives similar agreements; (x) Contracts relating to stock purchase agreements, asset purchase agreements or hedging transactionother acquisition or divestiture agreements; and (xivxi) all Contracts relating to employment, consulting or management agreements; or (xii) Contracts with a Governmental Body.the Seller or any of its Affiliates that relate to the Assets or the business of the Division. True and correct copies of all the Contracts (including all amendments) have been delivered to Buyer, except as noted in Section 3.10

Contracts. (a) Schedule 2.10(a3.13(a) to the Disclosure Memorandum contains an accurate and complete list of lists the following Assigned Contracts (eachcollectively, a with the Leases, the “Material ContractAssigned Contracts”): (i) all Contracts to which each Assigned Contract with the Company is a party or by which the Company is bound providing for potential annual payments by or to the Company in excess of $25,000customers and suppliers listed on Schedule 3.22; (ii) each Assigned Contract relating to the Debt; (iii) all Contracts that is a lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,00050,000 and with terms of less than one year and licenses to commercially available software with aggregate annual payments of less than $50,000), including each Lease; (iii) each Assigned Contract that is a licensing agreement, assignment, consent agreement, coexistence agreement or settlement agreement with respect to Intellectual Property included in the Purchased Assets except “shrink wrap” and “click-through” licenses to commercially available “off the shelf” software ; (iv) all Contracts each Assigned Contract that is a collective bargaining agreement and each other Assigned Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employmentemployees; (v) all Contracts involving any each Assigned Contract that is a joint venture, partnership or limited liability company agreement Assigned Contract involving a sharing of profits, losses, costs, Taxes costs or other liabilities by the Company Liabilities with any other Person or that provides (for the payment avoidance of referral fees doubt, rebates shall not be considered a sharing of profits, losses, costs or bountiesLiabilities); (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement each Assigned Contract containing any covenant that would prevent, purports to restrict the business activity of any Seller or limit the freedom of any Seller to engage in any way the Company from carrying on its line of business in or to compete with any manner or in any geographic locationPerson; (vii) all Contracts containing an effective each Assigned Contract that is a power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing each Assigned Contract listed in clause (i) that contains or providing provides for an express undertaking by the Company any Seller to be responsible for consequential, special incidental or liquidated damages punitive damages; (ix) each Assigned Contract (or to indemnify any series of related Assigned Contracts) for capital expenditures (other party that may result in liability to than capital expenditures for the Company installation or refurbishment of vended water machines or purchases of related water treatment equipment) in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities100,000; (x) all Contracts under which the Company has loaned toeach Assigned Contract that is a written warranty, guaranty or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating other similar undertaking with respect to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, contractual performance other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to business; (xi) each Assigned Contract for Indebtedness; (xii) each Assigned Contract that is a form made available to Parentwritten employment or consulting Contract (other than offer letters); and (xiii) all Contracts relating each Assigned Contract not terminable without penalty on less than six months notice (except leases with commercial retailers with respect to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodyvended water machines).

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum 4.8 contains an accurate a true and complete list of the following (each, a “Material Contract”): of: (i) all Contracts to which commitments and agreements for the Company is a party purchase of any materials or supplies that involve an expenditure by which the Company is bound providing for potential annual payments by or to the Company Seller in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property respect of the Company, including the granting Business of security interests by the Company, more than $100,000 for any one contract or from any one person (other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment purchase or sale of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor Inventory in the ordinary course of business consistent with past practices pursuant to a form made available to Parentpractice); (xiiiii) all Contracts leases, subleases and other rental agreements for any of facilities under which Seller is either the lessor or lessee; (iii) all other orders, leases, contracts, commitments, agreements, arrangements and instruments to which Seller is a party that involve amounts of more than $50,000 and by which the Purchased Assets may be bound; (iv) all contracts with the United States Federal government or any other Governmental or Regulatory Authority to which Seller is a party in respect of the Business; (v) all contracts, arrangements and agreements containing any provision or covenant prohibiting or limiting the ability of Seller to engage in the Business or compete with any person or entity engaged in the Business or prohibiting or limiting the ability of any other person or entity to compete with Seller in respect of the Business; (vi) all partnership, joint venture, shareholders or other similar contracts, agreements or arrangements relating to the Business or the Purchased Assets and to which Seller is a party; (vii) all contracts, agreements and arrangements with distributors, dealers, manufacturer's representatives, sales agencies or franchisees of the Business or related to the Purchased Assets; (viii) all contracts, agreements and arrangements relating to the future disposition or acquisition of any interest ratePurchased Assets, currency other than dispositions or commodity derivatives acquisitions of Inventory in the ordinary course of business consistent with past practice; (ix) all cooperative contracts, agreements or hedging transactionarrangements with retail stores to which Seller is a party related to the Business; (x) all material contracts, agreements and arrangements to sell goods or merchandise for reduced prices to which Seller is a party related to the Business; and (xivx) all Contracts with a Governmental Bodycontracts and agreements between Seller and any employee of the Business.

Contracts. (a) Except as set forth on Section 4.13 of the Company Disclosure Schedule 2.10(a) or as set forth in an SEC Report filed by the Company prior to the Disclosure Memorandum contains an accurate and complete list date of this Agreement, neither the following (each, Company nor the BD Subsidiary is a “Material Contract”): party to: (i) all Contracts with respect only to which the BD Subsidiary, any Contract relating to indebtedness for borrowed money or any guaranty of the indebtedness of another Person not a Company Subsidiary; (ii) any Contract that materially limits the ability of the BD Subsidiary to compete in any business line or in any geographic area; (iii) any Contract relating to the Business and material to the BD Subsidiary that is terminable by the other party or parties upon a change in control of the BD Subsidiary; (iv) any Contract relating to the Business that involves required future expenditures or guaranteed receipts by the Company or the BD Subsidiary of more than $50,000 in any one-year period or more than $250,000 in the aggregate; (v) any Contract relating to the Business for the lease of real property; (vi) any Contract with respect to any Intellectual Property or System that is a party or by which the Company is bound providing for potential annual payments by or material to the Company or the BD Subsidiary in connection with the Business; (vii) any Employment Agreement involving compensation of an employee of the BD Subsidiary for any period in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company50,000; (viii) all Contracts containing any Contract that by its terms limits the payment of dividends or providing for an express undertaking other distributions by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000BD Subsidiary; (ix) all Contracts involving any joint venture or partnership agreement relating to the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilitiesBusiness; (x) all Contracts under which any Contract that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the BD Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (including with respect to the BD Subsidiary any Contract containing any non-competition, non-solicitation or most favored nations provisions) or with respect to the Company has loaned tolimits or purports to limit the ability of the Company to own, operate, sell, transfer, pledge or made an investment in, or guaranteed otherwise dispose of the obligations of, any PersonBusiness; (xi) all Contracts relating with respect to only the BD Subsidiary, any bond material agency, broker, sale representative, marketing or letter of creditsimilar Contract; (xii) all Contracts containing any obligation Contract providing for payments to or by any Person based on sales, purchases, or profits in connection with the Business, other than direct payments for goods or commissions to sales representatives, (xiv) any power of confidentiality attorney or nondisclosure between any other agreement entered into by the Company or the BD Subsidiary that is currently effective and that grants authority to any other Person for the benefit to act on behalf of the Company or such other Personthe BD Subsidiary; or (xv) any Contract between the BD Subsidiary and any director, other than those restricting a Person other than officer, Material Stockholder or Affiliate of the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; BD Subsidiary (xiii) all Contracts relating to any interest ratecollectively, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Body“Material Contracts”).

Contracts. Set forth in Schedule 4.1(q) hereto (awith Section references corresponding to those set forth below) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate is a complete and complete correct list as of the following date hereof of all written or oral agreements, contracts and commitments, with an annual cost or benefit to any of the Companies of, unless otherwise indicated, $15,000 or more (eachthe "Contracts"), a “Material Contract”): (i) all Contracts to which any of the Company Companies is a party or by which the Company is bound providing for potential annual payments by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties Companies is bound or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit otherwise affected as of the Company or such other Person, date hereof (other than those restricting a Person other than the Company entered into with any actual insurance or prospective customer or vendor annuity contracts sold by Columbia Life in the ordinary course of business consistent or any agreements or contracts listed on another schedule to this Agreement), including: (i) mortgages, indentures, security agreements, loan and credit agreements and other agreements and instruments relating to the borrowing of money or evidence of credit where any of the Companies is debtor, (ii) agreements or other arrangements with past practices insurance agents and agencies and third party administrators (including with respect to group life contracts, the name of the agent of record for such business) pursuant to a form made available which Columbia Life or an Affiliate thereof has paid $25,000 or more in commissions or other consideration during the calendar year 1995 or 1996, (iii) contracts for the provision of data-processing services, (iv) finder's, franchise, distribution, sales or brokerage agreements, (v) contracts or options to Parent; purchase or sell real property, (xiiivi) all Contracts relating contracts for the purchase of materials, supplies or equipment, or for providing services, (vii) contracts, arrangements or treaties with any party regarding reinsurance, excess insurance, ceding of insurance, assumption of insurance, or indemnification with respect to insurance currently being provided directly or indirectly by Columbia Life or regarding the management of any interest rateportion of its business or regarding the sale by it of its products through any other company or the sale by any other company of its products through it which have been entered into on or after January 1, currency 1996, (viii) contracts with any entity that is an Affiliate of the Companies or commodity derivatives with any officer or hedging transaction; director of any of the Companies or any officer or director of any other entity that is an Affiliate of the Companies, or to the knowledge of Columbia, any corporation controlled by such officer or director, (ix) agreements and instruments representing loans or commitments to loan to officers, directors, employees or agents (xiv) all Contracts with a Governmental Body.other than insurance

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list of the following (each, a “Material Contract”): (i) all Contracts to which Schedule 4.1(o) of the Company is a party or by which Disclosure Schedule sets forth under separate headings, and the Company is bound providing for potential annual payments by or has made available to the Parent true, correct and complete copies of: (A) each Company Contract that is not cancelable without penalty by the Company, any of its Subsidiaries or any Fund party thereto upon 90 days or less notice or that involves the receipt or payment by the Company, such Subsidiary or such Fund in the prior fiscal year (or is reasonably likely to involve the receipt of payment by the Company, such Subsidiary or such Fund in the current fiscal year) of an amount in excess of $25,000; 100,000, (iiB) each Company Contract relating with any one or more of the directors or executive officers or members of their Immediate Families or entities in which any of them has greater than a 5% equity interest, (C) each Company Contract that is required to be described in the Debt; Regulatory Reports publicly disclosed and filed with the SEC or to be filed as an exhibit thereto (iiiwhich Company Contract is described in the Regulatory Reports publicly disclosed and filed with the SEC or filed as an exhibit thereto), (D) all Contracts affecting the ownership ofeach Advisory Agreement, leasing of(E) each Company Contract with respect to or involving employment, title toseverance, use of product design or any leasehold development, personal services, consulting, non-competition or other interest inindemnification (including, without limitation, any real or personal property Company Contract involving employees of the Company, including any of its Subsidiaries or any of the Funds); (F) each Company Contract with respect to or involving licensing, merchandising or distribution; (G) each Company Contract granting a right of security interests first refusal or first negotiation; (H) each Company Contract that is a shareholders, partnership, joint venture or similar agreement; (I) each Company Contract for the acquisition, sale or lease of material properties or assets of the Company, any of its Subsidiaries or any Fund (by merger, purchase or sale of assets or stock or otherwise) entered into since its inception; (J) each Company Contract with any Governmental Authority; (K) each loan or credit agreement, mortgage, indenture, instrument or other Company Contract evidencing indebtedness for borrowed money by the Company, other than personal property leases having a value per item any of its Subsidiaries or aggregate payments of less than $25,000Funds or any such Company Contract pursuant to which indebtedness for borrowed money may be incurred; (ivL) all Contracts with each Company Contract that purports to limit, curtail or restrict the ability of the Company, any labor union of its Subsidiaries or other employee representative any of a group of employees relating the Funds to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or compete in any geographic locationarea, line of business or otherwise or with any Person, or to obtain products or services from or engage in business transactions with, any other Person; (viiM) all Contracts containing an effective power of attorney, agency each Company Contract with or similar authority granted by with respect to Mutual Risk Management Ltd.; (N) each Company Contract between the Company; (viii) all Contracts containing , any of its Subsidiaries or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company Funds and any other Person for (other than a wholly owned Subsidiary of the benefit Company) in which the Company, any of its Subsidiaries or any of the Funds owns an equity interest; (O) each other Company Contract material to the business, governance, operations or financial condition of the Company, any of its Subsidiaries or any of the Funds, and (P) each commitment and agreement to enter into any of the foregoing. Each Company Contract set forth or required to be set forth in Schedule 4.1(o) of the Company or such other Person, other than those restricting Disclosure Schedule is referred to herein as a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Body"Material Contract."

Contracts. (a) Schedule 2.10(aSection 3.16(a) to of the Company Disclosure Memorandum contains an accurate and complete Letter sets forth a list of all Material Contracts as of the following (eachdate of this Agreement. For purposes of this Agreement, a “Material Contract”): (i) all Contracts ” means any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound providing that: (i) is or would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) with respect to a joint venture, partnership or other similar arrangement that is material to the business of the Company and its Subsidiaries, taken as a whole, or relates to the formation, creation, governance, economics or control of any such joint venture, partnership or other similar arrangement; (iii) provides for potential annual indebtedness for borrowed money of the Company or any of its Subsidiaries having an outstanding or committed amount in excess of $25 million, other than (A) Indebtedness solely between or among any of the Company and any of its wholly owned Subsidiaries or (B) letters of credit; (iv) relates to the acquisition or disposition of any business, assets, or properties (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration under such Contract in excess of $50 million (A) that was entered into after January 1, 2014, or (B) pursuant to which any material earn-out, indemnification or deferred or contingent payment obligations remain outstanding that would reasonably be expected to involve payments by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting its Subsidiaries of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less more than $25,000; 15 million after the date hereof (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wagesin each case, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides excluding for the payment avoidance of referral fees doubt, acquisitions or bounties; (vi) all Contracts with a noncompetitiondispositions of supplies, nonsolicitationinventory, “most-favored-nations” pricing merchandise or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor products in the ordinary course of business consistent with past practices pursuant to or of supplies, inventory, merchandise, products, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company or its Subsidiaries); 22 (v) is a form made available to ParentContract for the purchase of materials, supplies, goods, services, equipment or other assets which provided for aggregate payments by the Company or any Subsidiary of the Company of more than $20 million during the fiscal year ended December 31, 2015; (xiiivi) all Contracts relating is a Contract with a customer of the Company or any Subsidiary of the Company, including distributors, which provided for aggregate payments to the Company or any Subsidiary of the Company of more than $20 million during the fiscal year ended December 31, 2015; (vii) is (or contains provisions described in this clause (vii) that are or would reasonably be expected to be) material to the Company and its Subsidiaries, taken as a whole, and contains provisions that prohibit the Company or any of its Affiliates from competing in or conducting any line of business or grants a right of exclusivity or “most favored nation” right to any interest ratePerson that prevents the Company or any of its Affiliates from entering any territory, currency market or commodity derivatives field or hedging transaction; freely engaging in business anywhere in the world, other than (A) Contracts that can be terminated (including such restrictive provisions) by the Company or any of its Subsidiaries on less than 90 days’ notice without payment by the Company or any of its Subsidiaries of any material penalty, (B) distribution or customer Contracts entered into in the ordinary course of business granting exclusive rights to sell or distribute certain of the Company’s products, (C) license agreements for Intellectual Property limiting the Company’s and its Subsidiaries’ use of such Intellectual Property to specified fields of use and (xivD) all Contracts with customers entered into in the ordinary course of business granting a Governmental Body“most favored nation” right to such customer in respect of certain of the Company’s products or services; or (viii) is a license, royalty or similar Contract with respect to Intellectual Property (other than generally commercially available, “off-the-shelf” software programs or non-exclusive licenses granted by the Company or any Subsidiary of the Company in the ordinary course of business which do not contain any material restriction or condition on the use or exploitation of any Intellectual Property by the Company or any Subsidiary of the Company) which would reasonably be expected to involve payments by or to the Company or any of its Subsidiaries of more than $15 million per any twelve-month period. (b) Each Material Contract is valid and binding on the Company and/or any of its Subsidiaries to the extent such Person is a party thereto, as applicable, and to the Knowledge of the Company, each other party thereto, and is in full force and effect, except where the failure to be valid, binding or in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) the Company and each of its Subsidiaries, and, to the Knowledge of the Company, any other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where such nonperformance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iii) neither the Company nor any of its Subsidiaries has received written notice of the existence of any breach or default on the part of the Company or any of its Subsidiaries under any Material Contract, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iv) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of the Company or any of its Subsidiaries, or to the Knowledge of the Company, any counterparty under such Material Contract, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) the Company has not received any notice in writing from any Person that such Person intends to terminate, or not renew, any Material Contract. 23 SECTION 3.17.

Contracts. (a) Schedule 2.10(aExcept for this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any Contract, arrangement, commitment, agreement, license, permit, bond, mortgage, indenture or understanding (whether written or oral) (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Documents; (ii) which constitutes a Contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iii) which contains any provision that would restrict or affect the conduct of business of any Affiliate of the Company (or any Affiliate of any such Affiliate of the Company); (iv) that (A) contains most favored customer pricing provisions or (B) grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any person, in each case under this clause (B) in a manner which is material to the business of the Company and its Subsidiaries, taken as a whole; (v) which was entered into after January 1, 2007 or not yet consummated for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration in excess of $250,000 (other than acquisitions or dispositions of assets in the ordinary course of business); (vi) which by its terms calls for aggregate payments by the Company or its Subsidiaries of more than $250,000 over the remaining term; (vi) which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $250,000; or (vii) which grants any rights to, or otherwise pertains to, any material Company Intellectual Property. Each Contract, arrangement, commitment, agreement, license, permit, bond, mortgage, indenture or understanding of the type described in clauses (i) through (vii) of this Section 4.12, whether or not set forth in the Company Disclosure Memorandum contains an accurate Letter or in the Company SEC Documents, is referred to herein as a “Company Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, whether or not filed with the SEC, is a Company Contract). A true and complete list of the following (each, a “Material Contract”): (iCompany Contracts is set forth in Section 4.12(a) all Contracts to which of the Company is a party Disclosure Letter, except for Company Contracts filed or incorporated by which the Company is bound providing for potential annual payments by or reference as exhibits to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person Form 10-K for the benefit of the Company or such other Personfiscal year ended June 30, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Body2007.

Contracts. (a) Schedule 2.10(aSection 3.15(a) to of the Disclosure Memorandum contains an Schedule sets forth a complete and accurate and complete list of all of the following Contracts to which Seller is a party or is otherwise bound (eachand with respect to any oral Contract provides a complete description of the terms of such Contract), a “Material Contract”): in each case, related to the operation of the Business: (i) all Contracts to which with Business Employees, independent contractors and Business Consultants, and all bonus, commission, compensation, pension, insurance, retirement, deferred compensation and other plans, Contracts and other arrangements for the Company is a party or by which the Company is bound providing for potential benefit of any Business Employee; (ii) all Contracts involving an annual payments by payment from or to the Company any Person (including any vendor or contractor) in excess of $25,000; (ii) each Contract relating 25,000 individually or $50,000 in the aggregate with respect to the Debtall Contracts with such Person; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000operating and capital leases; (iv) all Contracts with any labor union for the purchase of Products or other employee representative services from the Business, including a list of a group all open purchase orders indicating the purchase order number and date, name of employees relating to wages, hours or other conditions purchaser and dollar amount of employmentthe purchase order; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person Affiliate, member, manager, director, officer or that provides for the payment employee of referral fees Seller or bountiesany family member or relative or Affiliate of any Seller Parent, manager, director, officer or employee; (vi) all Contracts with a noncompetition, nonsolicitation, that grant to any Person any preferential rights to purchase any of the Products or services of the Business or otherwise grants any kind of “most-favored-nationsmost favored nation” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in status to any way the Company from carrying on its business in any manner or in any geographic locationPerson; (vii) all joint venture, partnership, strategic alliance or other Contracts containing an effective power involving a share of attorney, agency profits or similar authority granted by the Companylosses with another Person; (viii) all Contracts containing that contain a covenant not to compete or providing for an express undertaking by other covenant restricting the Company to be responsible for consequentialresearch, special development, marketing, sale or liquidated damages other activities of Seller or to indemnify any other party successor of the Business (including Buyer) in any line of business or with any Person or in any geographic area or during any period of time, or that may result in liability limit or restrict the sale or distribution of any Products or services relating to the Company in excess Business or the Acquired Assets, or that purport to do any of $25,000the foregoing; (ix) all Contracts involving the settlementpursuant to which Seller has granted or received exclusive marketing, releasesales or other rights relating to any Product, compromise service or waiver of any of the Company’s material rights, claims, obligations, duties or liabilitiesterritory; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any PersonGovernment Contracts; (xi) all Contracts relating to any bond sales, agency, representative or letter of creditsimilar Contracts; (xii) all Contracts containing under which Seller subcontracts services to a third party; (xiii) all Contracts granting or permitting any obligation Lien on any of confidentiality the Acquired Assets; (xiv) all Contracts relating in whole or nondisclosure between in part to any Business Intellectual Property; (xv) all Contracts that provide for the Company indemnification by the Seller of any Person or the assumption Tax, environmental or other Liability of any Person; (xvi) all Contracts outside the ordinary course of business; and (xvii) any other Person for the benefit agreement, Contract, lease, license, commitment or instrument to which Seller is a party or by or to which Seller or any of the Company Acquired Assets is bound or subject, which has an aggregate future liability to any Person in excess of $25,000 individually or $100,000 in the aggregate and is not terminable by Seller by notice of not more than thirty (30) days for a cost of less than $50,000. Seller has delivered to Buyer complete and accurate copies of all Assigned Contracts and all Contracts listed in Section 3.15(a) of the Disclosure Schedule, including all amendments and other changes thereto. (b) Seller is not in material breach or default under the terms of any Assigned Contract, and there exists no event, condition or occurrence that (with or without due notice or lapse of time, or both) would constitute such a breach or default, nor has Seller received any notice of any breach or default or alleged breach or default under any Assigned Contract. To the Knowledge of Seller, no other Personparty to any Assigned Contract is in breach or default under the terms thereof, other than those restricting and, to the Knowledge of Seller, there exists no event, condition or occurrence that (with or without due notice or lapse of time, or both) would constitute such a Person other than the Company breach or default by any such party, nor has Seller received any notice of any breach or default by any such party. The Assigned Contracts have been entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant practice, are in full force and effect and are valid and binding obligations of Seller and, to the Knowledge of Seller, the other parties thereto. Seller has not received any notice from any other party to an Assigned Contract of the termination or threatened termination thereof, or of any claim, dispute or controversy with respect thereto, nor, to the Knowledge of Seller, is there any basis therefor. No consent of, or notice to, any third party is required under any Assigned Contract as a form made available to Parent; (xiii) all Contracts relating to result of or in connection with, and neither the enforceability nor any interest rateof the terms or provisions of any Assigned Contract will be affected in any manner by, currency the execution, delivery and performance of this Agreement or commodity derivatives any Related Agreement, or hedging transaction; and (xiv) all Contracts with a Governmental Body.the transactions contemplated hereby or thereby. 3.16

Contracts. (a) Schedule 2.10(a) to Section 3.15 of the Disclosure Memorandum contains an accurate and complete Letter is a list of the following (eachall contracts, a “Material Contract”): (i) all Contracts agreements, commitments and other documents to which the Company or any Subsidiary is a party as of the date hereof or by which the Company, any Subsidiary, or any of their assets is in any way affected or bound as of the date hereof, and that relate to (i) leases with respect to any personal property of the Company is bound providing or its Subsidiaries which provide for potential the receipt or expenditure by the Company or its Subsidiaries, after the date of this Merger Agreement, of more than $250,000; (ii) sales contracts which provided for the receipt or expenditure by the Company or its Subsidiaries of more than $750,000 during calendar year 2001; (iii) contracts or commitments for future capital expenditures or acquisitions in excess of $100,000 for one project or set of related projects (other than capital expenditures described in the capital budget referred to in Section 3.15 of the Disclosure Letter, a copy of which budget has been furnished to Parent); (iv) guarantees of third party obligations in excess of $100,000 (other than guarantees included in the Leases and guarantees of the performance of contractual obligations of the Company's Subsidiaries); (v) agreements (including non-competition agreements) which restrict the kinds of businesses in which the Company or its Subsidiaries may engage or the geographical area in which any of them may conduct their business; (vi) indentures, mortgages, loan agreements or other agreements relating to the borrowing of money by the Company, the granting of Liens by the Company or lines of credit by the Company, in each case, involving an amount in excess of $100,000; (vii) brokerage or finders agreements (other than those relating to the Leases); (viii) employment agreements (excluding employment arrangements with at will employees), consulting agreements, severance agreements or management agreements involving an annual payments salary, an annual fee or a severance payment in an amount in excess of $125,000; or (ix) licenses of intellectual property granted by or to the Company in excess of $25,000; or its Subsidiaries (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities except for licenses granted by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor Subsidiaries in the ordinary course of its business consistent with past practices pursuant and shrinkwrap or clickwrap agreements or agreements relating to a form "off-the-shelf" software that is generally available to the public) (all items required to be disclosed in Section 3.15 of the Disclosure Letter being hereinafter referred to as "Material Contracts"). To the knowledge of the Company, all Material Contracts are legally valid and binding and in full force and effect, and each of the Company and its Subsidiaries have duly performed its obligations thereunder in all material respects. There are no material breaches or defaults by the Company or any Subsidiary under such Material Contracts and to the Company's knowledge, no material breach or default by any party thereto has occurred. The Company has previously made available to Parent; (xiii) for inspection by the Parent a true and correct copy of all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodywritten Material Contracts.

Contracts. (a) Schedule 2.10(a) to Section 3.17 of the Company Disclosure Memorandum contains an accurate and Statement is a complete list of the following (each, a “Material Contract”): (i) all Contracts to which the Company is a party or by which the Company is bound providing for potential annual payments by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit written agreements of the Company or such other Person, its subsidiaries (other than those restricting a Person other than contracts or leases for the Company entered into with any actual or prospective customer or vendor sale in the ordinary course of business consistent of the Company's services or products) that are currently in effect and that are (i) license agreements or franchise agreements with past practices pursuant any person that provides services in the name of or on behalf of the Company; (ii) leases, sales contracts and other agreements with respect to a form any property, real or personal, of the Company or its subsidiaries which provide for the receipt or expenditure by the Company or its subsidiaries after the date of this Agreement, of more than $100,000; (iii) contracts or commitments for capital expenditures or acquisitions in excess of $100,000 for one project or set of related projects; (iv) guarantees of third party obligations; (v) agreements (including non-competition agreements) which restrict the kinds of businesses in which the Company or its subsidiaries may engage or the geographical area in which any of them may conduct their business (other than provisions in agreements with franchisees or licensees listed in Section 3.29 of the Company Disclosure Statement); (vi) indentures, mortgages, loan agreements or other agreements relating to the borrowing of money by the Company, the granting of Liens by the Company or lines of credit by the Company, in each case, involving an amount in excess of $100,000; (vii) collective bargaining agreements, if any; (viii) material licenses, agreements, assignments or contracts (whether as licensor or licensee, assignor or assignee) relating to any patent and trademark rights; (ix) brokerage or finder's agreements; (x) joint venture agreements, partnership agreements or similar agreements; (xi) stock purchase agreements, asset purchase agreements or other acquisition or divestiture agreements executed within the last five years, in each case, involving an amount in excess of $100,000; (xii) employment, consulting or management agreements; or (xiii) agreements or other arrangements with any director or executive officer of the Company or its affiliates (other than customary at will employment arrangements) (all items required to be disclosed in Section 3.17 of the Company Disclosure Statement being hereinafter referred to as "CONTRACTS"). True and correct copies of all the Contracts have been made available to Parent; Merger Sub. Except as disclosed in Section 3.17 of the Company Disclosure Statement, (xiiii) all Contracts relating are valid and subsisting and in full force and effect in all material respects, and each of the Company and its subsidiaries has duly performed its obligations thereunder in all material respects to any interest ratethe extent such obligations have accrued, currency or commodity derivatives or hedging transaction; and (xivii) all Contracts there has not occurred thereunder any breach or default by the Company, its subsidiaries, or, to the Company's Knowledge, by any other party thereto that continues to exist, or any event which with the passage of time or the giving of notice, or both, would result in a Governmental Bodybreach or default or event of non-compliance thereunder by the Company, its subsidiaries, or, to the Company's Knowledge, by any other party thereto.

Contracts. Except as set forth in Section 4.9(a) of the Disclosure Schedule, as of the date hereof none of the Company nor any of its Subsidiaries is bound by (ai) Schedule 2.10(aany Contract material to the business of the Company and its Subsidiaries which was entered into other than in the Ordinary Course of Business, (ii) any Contract which contains restrictions with respect to payment of dividends or any other distribution in respect of its capital stock, partnership interests or limited liability company interests (other than the Third Amended and Restated Operating Agreement), (iii) any Contract relating to capital expenditures in excess of $1,000,000 (either individually or in the aggregate), (iv) any Contract for Indebtedness in excess of $1,000,000, (v) any guarantee in respect of any Indebtedness or obligation of any Person, (vi) any Contract limiting the ability of the Company or any of its Subsidiaries (1) to engage in any line of business, (2) to conduct its business in any geographic area or manner, or (3) to compete with any Person, (vii) any Contract that governs any joint venture, partnership or other cooperative arrangement or any other relationship involving a sharing of profits (excluding, for the Disclosure Memorandum contains an accurate and complete list avoidance of doubt, sharing of revenue with landlords of Site Leases), (viii) any Contract that would result in the merger with or into or consolidation into another Person (other than this Agreement), (ix) any Contract providing for the sale, assignment, license or other disposition (other than in connection with the Mexico Disposition) of any Asset with a value in excess of $1,000,000 or of any material right of the following Company or any of its Subsidiaries, including any Company’s Intellectual Property, (eachx) any Contract granting a Lien, other than a Permitted Lien, upon any Asset owned by the Company or one of its Subsidiaries, (xi) any Contract which calls for the payment by or on behalf of the Company or any of its Subsidiaries in excess of $5,000,000 per annum, or the delivery by the Company or any of its Subsidiaries of goods or services with a fair market value in excess of $1,000,000 per annum, or provides for the Company or any of its Subsidiaries to receive any payments in excess of, or any property with a fair market value in excess of $5,000,000 per annum, (xii) any Tower Lease, (xiii) any Site Lease, (xiv) any operations and maintenance agreement or similar agreement which calls for the payment by or on behalf of the Company or any of its Subsidiaries in excess of $1,000,000, (xv) any construction agreement or similar agreement which calls for the payment by or on behalf of the Company or any of its Subsidiaries in excess of $5,000,000 or (xvi) any Contract providing for the purchase of more than $1,000,000 of Tower Sites or Tower Structures (each of (i)-(xvi), a “Material Contract”): (i) all Contracts ). Except as otherwise set forth in Section 4.9 of the Disclosure Schedule, each Material Contract to which the Company or any of its Subsidiaries is a party is in full force and effect and there exists no breach, violation or default by which the Company is bound providing for potential annual payments by or any of its Subsidiaries or, to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property Knowledge of the Company, including any other party of any Material Contract, or any event, occurrence, condition or act which, with the granting giving of security interests notice, the lapse of time or the happening of any further event or condition or any combination thereof, would become a default of any Material Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetitionparty, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit except in any way the Company from carrying on its business case any failure to be in any manner full force and effect, breach, violation or default, that, individually or in any geographic location; (vii) all Contracts containing an effective power of attorneythe aggregate, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting would not have a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental BodyMaterial Adverse Effect.

Contracts. Except for the Contracts listed on Schedule 3.10 of the Company Disclosure Letter (the “Company Contracts”), neither the Company nor any Company Subsidiary is a party to or otherwise bound by: (a) Schedule 2.10(a) any Contract which could reasonably be expected to the Disclosure Memorandum contains an accurate and complete list of the following (each, a “Material Contract”): (i) all Contracts to which the Company is a party or by which the Company is bound providing for potential annual involve future payments by or to the Company or a Company Subsidiary of more than Two Hundred and Fifty Thousand Dollars ($250,000) in excess of $25,000any twelve (12) month period and which are not cancelable by the Company or the Company Subsidiaries, as applicable, on less than sixty (60) days’ notice without penalty or payment in connection with such termination; (iib) each any employment, consulting, severance, bonus, change of control, retention, incentive or similar Contract, including without limitation any Contract relating providing for severance or incentive payments to employees in the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use event of a sale or any leasehold or other interest in, any real or personal property change in control of the Company, including with any current or former officer, director, manager or employee of the granting Company or any of security interests the Company Subsidiaries; (c) any Contract providing for indemnification or any guaranty by the CompanyCompany or any Subsidiary thereof, in each case relating to any Liability that could be in excess of Two Hundred Fifty Thousand Dollars ($250,000), other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities guaranty by the Company with or any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver Subsidiaries of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such any of the Company Subsidiaries; (d) any Contract that purports to limit in any material respect the right of the Company or any of the Company Subsidiaries (or, at any time after the consummation of the Merger, Parent or any of its Subsidiaries) (i) to engage in any line of business, or (ii) to compete with any Person or operate in any geographical location; (e) any Contract that contains any provision that requires the purchase of all of the Company’s or any of the Company Subsidiaries’ requirements for a given product or service from a given third party, which product or service is material to the Company and the Company Subsidiaries, taken as a whole; (f) any Contract that obligates the Company or any of its Subsidiaries (or, at any time after the consummation of the Merger, Parent or any of its Subsidiaries) to conduct business on an exclusive basis with any third party; (g) any partnership, joint venture or similar Contract; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other PersonContracts, in each case relating to indebtedness for borrowed money, whether as borrower or lender, in each case in excess of Two Hundred Fifty Thousand Dollars ($250,000), other than those restricting loans to direct or indirect wholly-owned Subsidiaries of the Company; or (i) any Contract which is not otherwise described in clauses (a)-(h) above that is material to the Company and the Company Subsidiaries, taken as a Person whole. The Company has previously provided Parent or its representatives with complete and accurate copies of all written Company Contracts and there are no amendments to or modifications of, or significant agreements of the parties relating to, any such Company Contract which have not been disclosed to Parent. Each Company Contract is valid and binding on the Company (or the Company Subsidiary that is a party thereto), is in full force and effect. The Company (or such Company Subsidiary) has performed all material obligations required to be performed by it to date under each Company Contract. There is no material violation or default under (nor does there exist any condition which with the passage of time or the giving of notice or both would result in such a material violation or default under) any Company Contract by the Company or any of the Company Subsidiaries or, to the knowledge of the Company, any other party thereto. Neither the Company nor any of the Company Subsidiaries has received written notice from a party to any of the Company Contracts that such party intends to terminate, other than in accordance with the terms of such Company Contract, its normal business with the Company entered into with any actual as a result of transactions contemplated by this Agreement or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodyotherwise.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list of the following (each, a “Material Contract”): (i) all Contracts to which Schedule 4.1(o) of the Company is a party or by which Disclosure Schedule sets forth under separate headings, and the Company is bound providing for potential annual payments by or has made available to the Parent true, correct and complete copies of: (A) each Company Contract that is not cancelable without penalty by the Company, any of its Subsidiaries or any Fund party thereto upon 90 days or less notice or that involves the receipt or payment by the Company, such Subsidiary or such Fund in the prior fiscal year (or is reasonably likely to involve the receipt of payment by the Company, such Subsidiary or such Fund in the current fiscal year) of an amount in excess of $25,000; 100,000, (iiB) each Company Contract relating with any one or more of the directors or executive officers or members of their Immediate Families or entities in which any of them has greater than a 5% equity interest, (C) each Company Contract that is required to be described in the Debt; Regulatory Reports publicly disclosed and filed with the SEC or to be filed as an exhibit thereto (iiiwhich Company Contract is described in the Regulatory Reports publicly disclosed and filed with the SEC or filed as an exhibit thereto), (D) all Contracts affecting the ownership ofeach Advisory Agreement, leasing of(E) each Company Contract with respect to or involving employment, title toseverance, use of product design or any leasehold development, personal services, consulting, non-competition or other interest inindemnification (including, without limitation, any real or personal property Company Contract involving employees of the Company, including any of its Subsidiaries or any of the Funds); (F) each Company Contract with respect to or involving licensing, merchandising or distribution; (G) each Company Contract granting a right of security interests first refusal or first negotiation; (H) each Company Contract that is a shareholders, partnership, joint venture or similar agreement; (I) each Company Contract for the acquisition, sale or lease of material properties or assets of the Company, any of its Subsidiaries or any Fund (by merger, purchase or sale of assets or stock or otherwise) entered into since its inception; (J) each Company Contract with any Governmental Authority; (K) each loan or credit agreement, mortgage, indenture, instrument or other Company Contract evidencing indebtedness for borrowed money by the Company, other than personal property leases having a value per item any of its Subsidiaries or aggregate payments of less than $25,000Funds or any such Company Contract pursuant to which 34 37 indebtedness for borrowed money may be incurred; (ivL) all Contracts with each Company Contract that purports to limit, curtail or restrict the ability of the Company, any labor union of its Subsidiaries or other employee representative any of a group of employees relating the Funds to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or compete in any geographic locationarea, line of business or otherwise or with any Person, or to obtain products or services from or engage in business transactions with, any other Person; (viiM) all Contracts containing an effective power of attorney, agency each Company Contract with or similar authority granted by with respect to Mutual Risk Management Ltd.; (N) each Company Contract between the Company; (viii) all Contracts containing , any of its Subsidiaries or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company Funds and any other Person for (other than a wholly owned Subsidiary of the benefit Company) in which the Company, any of its Subsidiaries or any of the Funds owns an equity interest; (O) each other Company Contract material to the business, governance, operations or financial condition of the Company, any of its Subsidiaries or any of the Funds, and (P) each commitment and agreement to enter into any of the foregoing. Each Company Contract set forth or required to be set forth in Schedule 4.1(o) of the Company or such other Person, other than those restricting Disclosure Schedule is referred to herein as a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Body"Material Contract."

Contracts. (a) Schedule 2.10(a4.17(a) to the Disclosure Memorandum contains an accurate a complete, current and complete correct list of all of the following (eachtypes of Contracts to which a Lighthouse Company is a party, by which any of its properties or assets are bound, or under which a “Material Contract”): Lighthouse Company otherwise has material obligations, with each such responsive Contract identified by each corresponding category (i) – (xii) below: (i) any Contract with any Top Customer or Top Supplier; (ii) any Contract or group of related Contracts which involve expenditures or receipts by a Lighthouse Company that require payments or yield receipts of more than $50,000 in any twelve (12) month period or more than $100,000 in the aggregate; (iii) any Contract with any of its officers, directors, employees, consultants or Affiliates (other than at-will employment arrangements with employees entered into the Ordinary Course of Business), including all Contracts to which non-competition, severance, and indemnification agreements; (iv) any agreement presently in effect for the Company is a party or by which license of any Intellectual Property involving the Company is bound providing for potential annual payments payment by or to the a Lighthouse Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value 50,000 per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employmentyear; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing power of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bountiesattorney; (vi) all Contracts any partnership, joint venture, profit-sharing or similar agreement entered into with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic locationPerson; (vii) all Contracts containing an effective power relating to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of attorneyany other entity or its business, agency equity securities or similar authority granted by material assets or the sale of a Lighthouse Company, its business, equity securities or material assets outside of the Ordinary Course of Business; (viii) all Contracts containing any loan agreement, agreement of indebtedness, credit, note, security agreement, guarantee, mortgage, indenture or providing for an express undertaking other document relating to Indebtedness, borrowing of money or extension of credit by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the a Lighthouse Company in excess of $25,00050,000; (ix) all Contracts involving any material settlement agreement entered into within three (3) years prior to the settlement, release, compromise date of this Agreement or waiver under which a Lighthouse Company has outstanding obligations (other than customary obligations of any of the Company’s material rights, claims, obligations, duties or liabilitiesconfidentiality); (x) all Contracts under which any Contract granting, licensing, sublicensing or otherwise transferring any Intellectual Property of a Lighthouse Company other than licenses of a Lighthouse Company’s Intellectual Property included in such Lighthouse Company’s form customer agreements entered into in the Company has loaned to, or made an investment in, or guaranteed the obligations of, any PersonOrdinary Course of Business; (xi) all Contracts relating any agreement entered into outside the Ordinary Course of Business and presently in effect, involving payment to any bond or letter obligations of creditin excess of $50,000, not otherwise described in this Section 4.17(a); and (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the other Contract that is material to a Lighthouse Company and any other Person for the benefit outside of the Company or such other Person, other than those restricting a Person other than Ordinary Course of Business. All oral Contracts that are responsible to the Company entered into with any actual or prospective customer or vendor categories listed above are identified in the ordinary course Disclosure Schedules. True and correct copies of business consistent with past practices pursuant all the Contracts required to a form made available be listed in Schedule 4.17(a) (including any amendments, modifications or supplements thereto) have been provided to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental BodyBuyer.

Contracts. (a) Section 3.14 of the Company Disclosure Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list sets forth all of the following (each, a “Material Contract”): (i) all Contracts to which the Company is a party or by which the Company it is bound providing for potential annual payments (collectively, the “Material Contracts”) and categorizes such Contracts by or the types described below: (i) Contracts relating to the Company in excess employment of $25,000; any Person, or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement, retention, severance, change of control or other employee benefit plan or arrangement, (ii) each Contract relating to Contracts other than those described in clause (i) with any current or former officer, director or employee of the DebtCompany, or any Affiliate of the Company or any such Person; (iii) all Contracts affecting with any employee or labor union or association representing any employee; (iv) Contracts relating to future capital expenditures other than Contracts not exceeding $25,000 individually or $75,000 in the ownership ofaggregate, leasing of(v) Contracts for the sale of any assets other than in the ordinary course of business; (vi) joint venture or partnership agreements; (vii) Contracts limiting the ability of the Company or any Subsidiary to engage in any line of business or to compete with any Person or to conduct business in any geographical area or to solicit any Person for employment, title to, (viii) Contracts relating to the confidentiality or limitation on use of any information (other than confidentiality agreements executed in connection with the Company's exploration of strategic alternatives, including a possible sale or any leasehold or other interest in, any real or personal property merger of the Company, including with respect to which the granting of security interests by the Company, Company has no material obligations other than personal property leases having a value per item or aggregate payments of less than $25,000standard confidentiality undertakings with respect to suitor-provided information); (ivix) all Contracts with any labor union or other employee representative of a group of employees entered into within the last five years relating to wages, hours the acquisition of any equity interests or other conditions assets of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver disposition of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, assets other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parentpractices; (xiiix) all Contracts relating to any interest rateindebtedness of the Company, currency including credit facilities, promissory notes, security agreements, and other credit support arrangements, (xi) Contracts relating to any loan (other than accounts receivable from trade debtors in the ordinary and usual course of business consistent with past custom and practice) or commodity derivatives advance to (other than ordinary course travel allowances to the employees of the Company), or hedging transactioninvestments in, any Person; (xii) Contracts relating to any guarantee or other contingent Liability in respect of any indebtedness or obligation of any Person (other than the endorsement of negotiable instruments for collection in the ordinary and usual course of business consistent with past custom and practice), (xiii) (A) all customer Contracts currently in effect (listing all statements of work, task orders or similar documents currently in effect with respect to each such Contract) and (B) all currently outstanding written proposals to customers, (xiv) any license agreement relating in whole or in part to Intellectual Property (other than standard "off-the-shelf" or "shrink-wrap" license agreements), (xv) any Contract which involves aggregate payments of $25,000 or more or which is not cancelable without penalty within 120 days, (xvi) any Contracts not described above outside the ordinary and usual course of business consistent with past custom and practice and (xvii) any other Contracts, other than Real Property Leases and customer contracts, with respect to which the amount to be paid or received thereunder in the future could reasonably be expected to exceed $25,000 in any calendar year or $100,000 in the aggregate. Correct and complete copies of the written Contracts required to be set forth in Section 3.14 of the Company Disclosure Schedule have previously been furnished to Parent. For purposes of the preceding sentence, an agreement, proposal or statement of work being performed by the Company that has been reduced to writing but has not been signed by the counterparty shall be considered a written Contract. Except as set forth in Section 3.14 of the Company Disclosure Schedule, all of the Material Contracts and Real Property Leases shall, following the Closing, remain enforceable by the Company and binding on the other parties thereto, without the consent, approval, novation or waiver of any third party, except that enforceability may be limited by any applicable statute of frauds, conduct of the Company from and after the Effective Time and any bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar law relating to or affecting the rights of creditors generally, which law may be in effect from time to time. The Company is not in default, nor has any event occurred which, with the giving of notice or the passage of time or both, would constitute a Governmental Bodydefault, under any Material Contract or Real Property Lease or any other obligation owed by the Company, and, to the Knowledge of the Company, no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default by any other party to any such Material Contract, Lease or obligation. Each of the Material Contracts and Real Property Leases is in full force and effect, is valid and enforceable in accordance with its terms, except that enforceability may be limited by any applicable statute of frauds, conduct of the Company from and after the Effective Time and any bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar law relating to or affecting the rights of creditors generally, which law may be in effect from time to time, and is not subject to any claims, charges, setoffs or defenses.

Contracts. (a) Schedule 2.10(aExcept as set forth in SCHEDULE 2.7(A) hereto, neither Seller is a party to the Disclosure Memorandum contains an accurate and complete list of the following (each, a “Material Contract”): any written or oral: (i) all Contracts pension, profit sharing, Option, employee stock purchase, stock appreciation right, phantom stock option or other plan providing for deferred or other compensation to employees of the Business or any other employee benefit plan (other than as set forth in SCHEDULE 2.13 hereto), or any Contract with any labor union or labor group; (ii) Contract relating to the mortgaging, pledging or otherwise placing a Lien on any of the Acquired Assets; (iii) Guarantee that will be an Assumed Liability; (iv) Contract pursuant to which the Company is a Purchasers will become the lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by which the Company is bound providing for potential annual payments by Business; (v) open warranty Contract with respect to its services rendered or its products sold or leased related to the Company Business; (vi) Contract or non-competition provision in any Contract prohibiting such Seller from freely engaging in any aspect of the Business or competing anywhere in the world; (vii) open material Contract for the purchase, acquisition or supply of inventory and other property and assets related to the Business, whether for resale or otherwise in excess of $25,000; (iiviii) each Contract relating Contracts related to the Debt; (iii) all Contracts affecting the ownership ofBusiness with independent agents, leasing ofbrokers, title to, use of dealers or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate distributors which provide for annual payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all employment, consulting, sales, commissions, advertising or marketing Contracts involving related to the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilitiesBusiness; (x) all Contracts under which related to the Company has loaned to, Business providing for "take or made an investment in, pay" or guaranteed the obligations of, any Personsimilar unconditional purchase or payment obligations; (xi) all Contracts relating related to any bond or letter the Business with Affiliates of crediteither of the Sellers; (xii) all Contracts containing Contract that requires the consent of any Person, or contains any provision that would result in a modification of any rights or obligation of confidentiality any Person thereunder or nondisclosure between which would provide any Person any remedy (including rescission or liquidated damages), in connection with the Company execution, delivery or performance of this Agreement and any other Person for the benefit agreements contemplated hereby and the consummation of the Company transactions contemplated hereby and thereby; (xiii) nondisclosure or such confidentiality Contracts related to the Business which are currently in effect; (xiv) power of attorney or other Personsimilar Contract related to the Business or grant of agency; or (xv) Contract related to the Business which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually, other than those restricting a Person other than the Company entered into with excluding any actual or prospective customer or vendor purchase orders in the ordinary course of business consistent with past practices pursuant business, to a form made available to Parent; the extent not disclosed in (xiiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and through (xiv) all Contracts with a Governmental Bodyabove.

Contracts. (a) Schedule 2.10(a) to Neither the Disclosure Memorandum contains an accurate and complete list Company nor any of its Subsidiaries is a party to, or bound by, or the following (eachissuer or beneficiary of, a “Material Contract”): any undischarged written or oral: (i) all Contracts agreement or arrangement obligating the Company or its Subsidiaries to pay or receive, or pursuant to which the Company is a party or by which the Company is bound providing for potential annual payments by its Subsidiaries has previously paid or to the Company received, an amount in excess of $25,000; 50,000 (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of excluding purchase and sale contracts or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities orders entered into by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor Subsidiaries in the ordinary course of business consistent with past practices practices); (ii) employment agreement or arrangement not terminable at will or with any liability for additional payments or compensation; (iii) consulting agreement or arrangement obligating the Company or its Subsidiaries to pay or receive, or pursuant to a form made available which the Company or its Subsidiaries has previously paid or received, an amount in excess of $50,000 and not terminable at will or with any liability for additional payments or compensation; (iv) collective bargaining agreement; (v) plan or contract or arrangement providing for bonuses, severance, options, deferred compensation, retirement payments, profit sharing, medical and dental benefits or the like covering employees of the Company, other than the Plans (as defined herein) described in the Disclosure Statement; (vi) agreement restricting in any manner the Company's or any of its Subsidiaries' right to Parentcompete with any other person or entity, the Company's or any of its Subsidiaries' right to sell any product to, or purchase any product from, any other person or entity, the right of any other party to compete with the Company or any of its Subsidiaries or the ability of such person or entity to employ any of the Company's or any of its Subsidiaries' employees; (vii) secrecy or confidentiality agreements, except for secrecy or confidentiality provisions contained in agreements relating primarily to the purchase or sale of products; (viii) any distributorship (excluding purchase and sale contracts or orders entered into by the Company or its Subsidiaries in the ordinary course of business consistent with past practices), non-employee commission or marketing agent, representative or franchise agreement providing for the marketing and/or sale of the products or services of the Company or any of its Subsidiaries and obligating the Company or its Subsidiaries to pay or receive, or pursuant to which the Company or its Subsidiaries has previously paid or received, an amount in excess of $50,000; (ix) guaranty, performance, bid or completion bond, or surety or indemnification agreement obligating the Company or its Subsidiaries to pay or receive, or pursuant to which the Company or its Subsidiaries has previously paid or received, an amount in excess of $50,000, other than provisions contained in such agreements relating primarily to the purchase or sale of products; (x) requirements contract; (xi) loan or credit agreement, pledge agreement, note, security agreement, mortgage, debenture, indenture, factoring agreement or letter of credit; (xii) agreement for the treatment or disposal of Materials of Environmental Concern (as defined herein); (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transactionpower of attorney; and (xiv) all Contracts any contract, agreement or arrangement containing change of control provisions and obligating the Company or its Subsidiaries to pay or receive, or pursuant to which the Company or its Subsidiaries has previously paid or received, an amount in excess of $50,000; or (xv) any other agreement not entered into in the ordinary course of business and obligating the Company or its Subsidiaries to pay or receive, or pursuant to which the Company or its Subsidiaries has previously paid or received, an amount in excess of $50,000. Neither the Company nor any of its Subsidiaries are currently negotiating (and have not entered into preliminary discussions with a Governmental Bodyrespect to) any transaction involving an aggregate payment by the Company or its Subsidiaries and/or receipts to the Company or its Subsidiaries in excess of $150,000 excluding purchase and sale contracts or orders entered into by the Company or its Subsidiaries in the ordinary course of business consistent with past practices.

Contracts. USR is not a party to (ai) Schedule 2.10(aany plan or contract providing for bonuses, incentives, pensions, stock options, stock purchases, deferred compensation, retirement payments, pension, profit sharing, or welfare benefits; (ii) any plan or agreement providing for fringe benefits to present or former employees, including sick leave, severance pay, medical, hospitalization, life insurance, or related benefits; (iii) any lease, installment purchase agreement, or other contract with respect to any real or personal property used or proposed to be used in its operations, excepting, in each case, items included within aggregate amounts disclosed or reflected in the Disclosure Memorandum contains USR Base Balance Sheet; (iv) any employment, consulting, or other similar arrangement not terminable by it upon 30 days or less notice without penalty to it or that provides for payments upon or after termination; (v) any contract or agreement for the purchase of any commodity, material, fixed asset, or equipment in excess of $50,000; (vi) any contract or agreement creating an accurate and complete list obligation of the following USR of $50,000 or more; (eachvii) any mortgage, deed of trust, pledge agreement, security agreement, lease, or other contract or agreement in excess of $25,000 (except for such contracts or agreement in which USR has substantially completed its obligations thereunder), which by its terms does not terminate or is not terminable by it without penalty to it; (viii) any loan agreement, letter of credit, financing agreement, indenture, promissory note, or other similar type of arrangement; (ix) any purchase commitment to, or contract or agreement with, any manufacturer or other supplier creating an obligation of $50,000 or more; or (x) any license, authority, or permit in favor of any person or entity with respect to its business or any of its assets or properties (each a “Material Contract”): (i) all ). All Material Contracts to which the Company USR is a party are valid and enforceable in accordance with their terms; USR, and, to the knowledge of USR, all other parties to each Material Contract have performed all obligations required to be performed to date and have waived no rights thereunder; neither USR nor, to the knowledge of USR, any such other party is in default or in arrears under the terms of any Material Contract; and, to the knowledge of USR, no condition exists or event has occurred that, with the giving of notice or lapse of time or both, would constitute a default under any of them. USR is not bound by which any agreement or arrangement to sell or provide goods or services at prices below the Company is bound providing for potential annual payments by prevailing market prices therefor or to purchase goods or services at prices above the Company prevailing market prices therefor. USR has received no notice in excess of $25,000; (ii) each Contract relating writing, and USR has no reason to the Debt; (iii) all Contracts affecting the ownership ofbelieve, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties manufacturers for or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, suppliers to USR intends to terminate its business relationship with USR for any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodyreason whatsoever.

Contracts. (a) The Disclosure Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and a complete list of the following (each, a “Material Contract”): all currently effective written or oral (i) employment contracts, arrangements or policies (including without limitation any collective bargaining contract or union agreement) of the Company which may not be immediately terminated without penalty (or any augmentation or acceleration of benefits); (ii) leases, sales contracts and other agreements with respect to any property, real or personal, of the Company, except for leases of personal property involving less than $1,000 individually and $10,000 in the aggregate; (iii) contracts or commitments for capital expenditures or acquisitions in excess of $5,000 for one project or set of related projects; (iv) agreements, contracts, indentures or other instruments relating to the borrowing of money, or the guarantee of any obligation (third party or otherwise) for the borrowing of money; (v) contracts or agreements providing for any covenant not to compete by the Company or otherwise restricting in any way the Company's engaging in any business activity (including a description of the businesses to which the covenant not to compete applies); (vi) contracts or agreements relating to consultancies, professional retentions, agency, sales or distributorship arrangements pertaining to the Company or its products, services or activities; (vii) 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 loss to the Company, or involve consideration in excess of $5,000; (viii) contracts, agreements or commitments requiring the Company to indemnify or hold harmless any Person other than purchase orders entered into in the Ordinary Course of Business; (ix) all Contracts contracts with any customer or supplier listed on the Disclosure Schedule pursuant to Section 3.24 hereto other than outstanding purchase orders in the Ordinary Course of Business; and (x) contracts, agreements, arrangements or commitments, other than the foregoing, which could reasonably be considered material to the business of the Company (all agreements, arrangements or commitments to which the Company is a party party, whether or by which not listed on the Disclosure Schedule, being hereinafter referred to as "Company Contracts"). True and correct copies of all the Company Contracts listed on the Disclosure Schedule have been furnished to Purchaser. With respect to each Company Contract: (i) the agreement is bound providing for potential annual payments by or to the Company legal, valid, binding, enforceable and in excess of $25,000full force and effect; (ii) each Contract relating the agreement will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Debtconsummation of the transactions contemplated hereby; (iii) all neither the Company nor, to the best Knowledge of the Company and Seller, 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 (iv) no party has repudiated any provision of the agreement. There are no Liabilities of the Company or, to the best Knowledge of the Company and Seller, any other party to any of the Company Contracts affecting the ownership of, leasing of, title to, use arising from any breach of or default in any leasehold provision thereof, nor has there occurred any breach or other interest in, default thereof by the Company which would permit the acceleration of any real obligation of any party thereto or personal property the creation of a Security Interest upon any asset(s) of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner . There are no negotiations pending or in progress to revise any geographic location; (vii) all Contracts containing an effective power terms of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the such Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental BodyContracts.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list of 4.13 lists the following (each, a “Material Contract”): (i) all Contracts to which the any Company is a party or by which the any Company is bound providing for potential annual payments or to which any asset of any Company is subject or under which any Company has any rights or the performance of which is guaranteed by any Company (collectively, with the Leases, Licenses and Insurance Policies, the “Material Contracts”): (i) each Contract (or series of related Contracts) (x) that involves delivery or receipt of products or services by any Company and which involves payment by a Company of at least $50,000 during 2013 or is expected to involve a payment by a Company of at least $50,000 in 2014, (y) that involves expenditures or receipts by any Company which involves payment by or of any Company of at least $50,000 during 2013 or is expected to involve a payment by or of any Company of at least $50,000 in 2014 or (z) that was not entered into in the Company in excess ordinary course of $25,000business; (ii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in, any real or personal property of the Companyproperty, including the granting of security interests by the Companyeach Lease and License, other than personal property leases having a value per item off-the-shelf licenses entered into in the ordinary course of business; (iii) each licensing agreement or aggregate payments other Contract with respect to Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of less than $25,000any Intellectual Property; (iv) all Contracts each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employmentemployees; (v) all Contracts involving any each joint venture, partnership or limited liability company agreement Contract involving a sharing of profits, losses, costs, Taxes costs or other liabilities by the Company Liabilities with any other Person or that provides for the payment of referral fees or bountiesPerson; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement each Contract containing any covenant that would prevent, purports to restrict the business activity of any Company or limit the freedom of any Company to engage in any way the Company from carrying on its line of business in or to compete with any manner or in any geographic locationPerson; (vii) all Contracts containing an effective power of attorneyeach Contract providing for payments to or by any Person based on sales, agency purchases or similar authority granted by the Companyprofits, other than direct payments for goods; (viii) all Contracts containing each power of attorney; (ix) each Contract entered into other than in the ordinary course of business that contains or providing provides for an express undertaking by the any Company to be responsible for consequential, special incidental or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilitiespunitive damages; (x) all Contracts under which the Company has loaned toeach Contract (or series of related Contracts) for capital expenditures in excess of, or made an investment in, or guaranteed the obligations expected to be in excess of, any Person$50,000; (xi) all Contracts relating each written warranty, guaranty or other similar undertaking with respect to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, contractual performance other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parentbusiness; (xii) each Contract for Indebtedness; (xiii) all Contracts relating each employment or consulting Contract; (xiv) each Contract to which any interest rateSeller Party or any Shareholder or any Related Person of any Seller Party or any Shareholder is a party or otherwise has any rights, currency obligations or commodity derivatives or hedging transactioninterests; and (xivxv) all Contracts with each Contract not terminable without penalty on less than six months’ notice. Schedule 4.13 also lists each Contract (or series of related Contracts) to which any Company is a Governmental Bodyparty or by which any Company is bound or to which any asset of any Company is subject or under which any Company has any rights or the performance of which is guaranteed by any Company (x) that involves delivery or receipt of products or services by any Company and which involves payment by a Company of less than $50,000 during 2013 and is expected to involve a payment by a Company of less than $50,000 in 2014 or (y) that involves expenditures or receipts by any Company which involves payment by or of any Company of less than $50,000 during 2013 and is expected to involve a payment by or of any Company of less than $50,000 in 2014.

Contracts. (a) Schedule 2.10(aSCHEDULE 3.11(A) to the Disclosure Memorandum contains an accurate sets forth a true, correct and complete list of the following all loan ---------------- or credit agreement, note, bond, mortgage, indenture, lease, sublease, purchase order or other contract, agreement, commitment, instrument, Permit, concession, franchise or license (each, a “Material Contract”): (i"Contracts") all Contracts to which the Company or any Subsidiary is a --------- party or by which any of their respective assets or properties are bound that (i) involves payment over the remaining term (without regard to any early termination or cancellation rights) of such Contract of more than $1,000,000 or requires the Company is bound providing and/or its Subsidiaries, or any of their Affiliates, to provide goods or services with a value of more than such amount, (ii) evidences or provides for potential annual payments by or to any Indebtedness of the Company or any Subsidiary, or any of their Affiliates, in an amount in excess of $25,000; (ii) each Contract relating to the Debt; 500,000, or any Encumbrance securing such Indebtedness, (iii) all Contracts affecting guarantees the ownership ofperformance, leasing ofliabilities or obligations of any other Person except for those guarantees which are entered into in the ordinary course of business, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with restricts the Company or any labor union Subsidiary, or other employee representative any of a group their Affiliates, from engaging in any line of employees relating to wagesbusiness, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral material commissions or fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any respect of the Company’s material rightssale, claims, obligations, duties distribution or liabilities; (x) all Contracts under which the Company has loaned to, marketing of products or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit services of the Company or such other Personany Subsidiary, other than those restricting a Person other than or any of their Affiliates, (vi) are with any current officer, director, Affiliate or "associate" (as defined in Rule 12b-2 under the Exchange Act), (vii) relate to the ownership, leasing, licensing or use of real property or any material Intellectual Property Right, (viii) relate to any proposed Alternative Transaction as to which discussions have not been terminated prior to the date hereof, including all Contracts containing confidentiality, standstill, non-solicitation or similar provisions, (ix) are otherwise material to the business, financial condition or results of operations or prospects of the Company entered into with and its Subsidiaries, or any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to their Affiliates, taken as a form made available to Parent; whole (xiii) all Contracts relating to any interest ratecollectively, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Body."Material Contracts"). ------------------

Contracts. (a) Schedule Section 2.10(a) to of the Seller Disclosure Memorandum contains an accurate and complete Schedule sets forth a list of the following (each, a “Material Contract”): (i) all Contracts each Contract to which the Company Seller is a party or by which the Company it is bound as of the date of this Agreement (collectively, the “Seller Contracts”) and that are: (i) Contracts providing for potential annual severance, retention, change in control or other similar payments by or relating to the Company Employees; (ii) Contracts establishing any joint venture, partnership, strategic alliance, licensing arrangement, sharing of profits or other material collaboration; (iii) Contracts that limit, or purport to limit, the ability of Seller or, after the consummation of the transactions contemplated hereby, Buyer, to compete in any line of business or with any Person or in any geographic area or during any period of time or that require Seller or, after the consummation of the transactions contemplated hereby, Buyer, to deal exclusively with a given Person in respect of a given matter; (iv) Contracts for the sale of any Purchased Assets or the grant of any preferential rights to purchase any Purchased Assets or requiring the consent of any party to the transfer thereof; (v) Contracts related to an acquisition or sale of assets or other acquisition, divestiture, merger or similar transaction, in each case, involving consideration in excess of $25,000; 15,000 and entered into during the five (ii5) each Contract relating years prior to the Debt; (iii) all Contracts affecting the ownership ofdate hereof and containing representations, leasing ofcovenants, title to, use of or any leasehold indemnities or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or obligations that provides for the payment of referral fees or bountiesare still in effect; (vi) all Contracts relating to the incurrence, assumption or guarantee of any Liability or imposing a Lien on any of the Purchased Assets, including 16 indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with a noncompetitionthe acquisition of property, nonsolicitationmortgages, “most-favored-nations” pricing pledge agreements, security agreements, or exclusivity agreement conditional sale or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic locationtitle retention agreements; (vii) all Contracts containing an effective power (or group of attorney, agency related contracts and accounts such as being under common management) currently in existence or similar authority granted by actively serviced resulting in estimated revenues or receipts to Seller in excess of $15,000 annually or $15,000 in the Companyaggregate; (viii) all Contracts containing (or providing for an express undertaking by group of related contracts and accounts such as being under common management) currently in existence or invoices from repeat vendors actively serviced resulting in estimated payment obligations of more than $15,000 annually or $15,000 in the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000aggregate; (ix) all royalty Contracts, licenses or any other Contracts involving the settlement, release, compromise relating to any Intellectual Property rights (excluding licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or waiver click-through license agreements on reasonable terms for a license fee of any of the Company’s material rights, claims, obligations, duties or liabilitiesno more than $10,000); (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Personwith material vendors; (xi) all material Contracts relating to any bond with independent contractors or letter of creditconsultants (or similar arrangements) that are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; and (xii) all other Contracts containing in effect as of the date of this Agreement to which Seller is a party and that are material to the conduct of the Business, or the use or operation of the Purchased Assets or the Assumed Liabilities, as presently conducted. (b) Each Seller Contract is valid, binding and enforceable in accordance with its respective terms against Seller and each other party thereto, and in full force and effect (and will continue in full force and effect after giving effect to the sale of the Purchased Assets without breaching the terms thereof or resulting in the forfeiture or impairment of any obligation rights thereunder or the accelerating of confidentiality any obligations thereunder and without notice to, the consent, approval or nondisclosure between act of, or the Company making of any filing with, any Person), subject to the Bankruptcy and Equity Exception, except to the extent that it has previously expired in accordance with its terms. Neither Seller nor any counterparty to any Seller Contract has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the provisions of, or provide any basis for termination of, any Seller Contract. Except as set forth in Section 2.10(b) of the Seller Disclosure Schedule, no party to any Seller Contract has given Seller notice, orally or in writing, of its intention to cancel, terminate, change the scope of rights under, decrease its services or supplies to Seller or its usage of the services or products of Seller under, or fail to renew any Seller Contract and neither Seller nor any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating party to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Body.Seller Contract has repudiated in writing any provision thereof. Seller does not

Contracts. (a) Schedule 2.10(a4.14(a) to the Disclosure Memorandum contains an accurate and complete list of lists the following contracts, agreements, or arrangements (each, a “Material Contract”): (iwhether written or oral) all Contracts to which the Company or one of its Subsidiaries is a party or by which the Company is bound providing for potential annual payments by or relate to the Company Business: (i) any agreement (or group of related agreements) for the lease of real or personal property to or from any Person; (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 three (3) months, result in a loss, or involve consideration in excess of $25,000; (ii) each Contract relating to the Debt50,000; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of agreement binding on the Company, including the granting any of security interests by the Companyits Subsidiaries, other than personal property leases having a value per item or aggregate payments any of less than $25,000their respective employees, officers or directors concerning confidentiality or nondisclosure; (iv) all Contracts with any labor union agreement which prohibits or other employee representative restricts the Company or any of a group of employees relating to wages, hours or other conditions of employmentits Subsidiaries from freely engaging in business (including the Business) anywhere in the world; (v) all Contracts involving any joint venture, partnership or limited liability company collective bargaining agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by applicable to the Company with or any other Person or that provides for the payment of referral fees or bountiesits Subsidiaries; (vi) all Contracts with any agreement for the employment of any individual on a noncompetitionfull-time, nonsolicitationpart-time, “most-favored-nations” pricing or exclusivity agreement consulting, or other arrangement that would preventbasis providing annual compensation (whether in base salary, restrict commission or limit bonus) in any way the Company from carrying on its business in any manner excess of $50,000 or in any geographic locationproviding severance benefits; (vii) all Contracts containing an effective power any contract relating to Indebtedness, if any, of attorney, agency the Company or similar authority granted by the Companyany of its Subsidiaries; (viii) all Contracts containing any guaranty or providing for an express undertaking by the Company to be responsible liable for consequential, special the Indebtedness of others; (ix) any agreement under which the consequences of a default or liquidated damages or to indemnify any other party that may termination could result in liability a cost or Liability to the Company or its Subsidiaries in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities50,000; (x) all Contracts under any other agreement (or group of related agreements) the performance of which involves consideration in excess of $50,000 per annum for the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Personof its Subsidiaries; (xi) all Contracts any agreement relating to ownership of or investments in any bond or letter of creditPerson (including investments in joint ventures and minority equity investments); (xii) all Contracts containing any obligation agreements relating to the licensing of confidentiality or nondisclosure between the Company and any other Person for the benefit of Intellectual Property by the Company or such other Person, other than those restricting any of its Subsidiaries to a Person other than third party or by a third party to the Company entered into with or any actual of its Subsidiaries and all other agreements affecting the Company’s or prospective customer any of its Subsidiaries ability to use or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parentdisclose any Intellectual Property; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transactionsoftware maintenance and support contracts; and (xiv) all Contracts with a Governmental Bodyother agreements which are material to the Company or any of its Subsidiaries, or which are required for the continued operation of the Business in the Ordinary Course of Business.

Contracts. Except for (a) Leases, (b) Easements, (c) Employee Benefit --------- Plans, and (d) Contracts which constitute Excluded Assets or Excluded Liabilities, Schedule 2.10(a) to 2.11 sets forth all of the Disclosure Memorandum contains an accurate and complete list Contracts of each of the following classes (each, "Material Contracts") (x) to which Seller is a “Material Contract”): party and which relate exclusively to the Business or (y) by which any of the Purchased Assets are bound or subject to: (i) all Contracts to which the Company is a party or by which the Company is bound providing for potential annual payments by or with any Affiliate of Seller not pertaining to the Company borrowing of money, (ii) Contracts creating material Liens; (iii) Contracts creating Guarantees; (iv) Contracts other than Collective Bargaining Agreements relating to material employment or consulting services; (v) Contracts relating to any single capital expenditure in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties50,000; (vi) all Contracts with a noncompetitionfor the purchase or sale of real property or any interest therein, nonsolicitation, “most-favored-nations” pricing any business or exclusivity agreement line of business or other arrangement that would prevent, restrict for any merger or limit in any way the Company from carrying on its business in any manner or in any geographic locationconsolidation; (vii) all Contracts containing an effective power joint ventures, partnership agreements or minority investments in any type of attorney, agency or similar authority granted by the Companyentity; (viii) all Contracts containing that individually require by their respective terms after the date hereof the payment or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess receipt of $25,00010,000 or more during any twelve (12) month period; (ix) all Contracts involving the settlementhaving a term of more than two (2) years or that are not terminable by Seller upon less than ninety (90) days' notice, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned toany billing and collection Contract, term and volume agreement or made an investment inContract or arrangement with any local exchange carrier, interexchange carrier or guaranteed the obligations ofother carrier or vendor of telecommunications services or products, any Person; (xi) all Contracts relating to any bond or letter of credit; Contract that imposes restrictions on competition within the Territory, and (xii) any Contract not otherwise described above which is material to the Business. All Assumed Contracts are valid and binding and in full force and effect in all Contracts containing material respects. There has been no material breach of any obligation of confidentiality or nondisclosure between the Company and Assumed Contract by Seller or, to Seller's Knowledge, any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company entered into with any actual which breach has not been cured or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodywaived.

Contracts. (a) Schedule 2.10(a) to Section 3.13 of the Disclosure Memorandum contains an accurate and complete list Schedule sets forth all of the following (each, a “Material Contract”): (i) all Contracts to which the Company is a party or by which the Company is bound providing for potential annual payments and categorizes such Contracts by or the types described below: (i) Contracts relating to the Company in excess employment of $25,000any Person, or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement, retention, severance, change of control or other employee benefit plan or arrangement; (ii) each Contract relating to Contracts other than those described in clause (i) with any current or former member, manager, shareholder, officer, director or employee of the DebtCompany, the LT Predecessor, or any Affiliate of the Company, the LT Predecessor, or any such Person; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or with any leasehold or other interest in, any real or personal property employee of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item Company or aggregate payments of less than $25,000labor union or association representing any employee; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours capital expenditures other than Contracts not exceeding $5,000 individually or other conditions of employmentin the aggregate; (v) all Contracts involving entered into within the last five years relating to the acquisition or disposition of any joint ventureequity interests in or, partnership or limited liability company agreement involving a sharing except in the ordinary course of profitsbusiness, losses, costs, Taxes or other liabilities by the Company with assets of any other Person or that provides for the payment of referral fees or bountiesPerson; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing joint venture or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic locationpartnership agreements; (vii) all Contracts containing an effective power limiting the ability of attorney, agency the Company to engage in any line of business or similar authority granted by the Companyto compete with any Person or to conduct business in any geographical area or to solicit any Person for employment; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability relating to the Company in excess confidentiality or limitation on use of $25,000any information; (ix) all Contracts involving the settlement, release, compromise or waiver of relating to any indebtedness of the Company’s material rightsCompany (other than accounts payable to trade creditors in the ordinary and usual course of business consistent with past custom and practice), claimsincluding credit facilities, obligationspromissory notes, duties or liabilitiessecurity agreements, and other credit support arrangements; (x) all Contracts under which relating to any loan (other than accounts receivable from trade debtors in the Company has loaned toordinary and usual course of business consistent with past custom and practice) or advance to (other than ordinary course travel allowances to the employees of the Company), or made an investment investments in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond guarantee or letter other contingent Liability in respect of credit; (xii) all Contracts containing any indebtedness or obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person (other than the Company entered into with any actual or prospective customer or vendor endorsement of negotiable instruments for collection in the ordinary and usual course of business consistent with past practices pursuant to a form made available to Parentcustom and practice); (xii) all current customer Contracts; (xiii) all any license agreement relating in whole or in part to Intellectual Property (other than standard “off-the-shelf” or “shrink-wrap” license agreements); (xiv) any Contract which involves aggregate payments of $5,000 or more or which is not cancelable without penalty within 120 days, (xv) any Contracts relating to any interest rate, currency or commodity derivatives or hedging transactionnot described above outside the ordinary and usual course of business consistent with past custom and practice; and (xivxvi) all Contracts with a Governmental Bodyother Contracts. There are no outstanding powers of attorney executed on behalf of the Company.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an 5.15 hereto sets forth a complete and accurate and complete --------- -------- ---- list of the following (each, a “Material Contract”): (i) all Contracts contracts to which the each Company is a party (excluding oral at will employment contracts with employees), or by which the Company is bound providing for potential annual payments by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of which it or any leasehold of its assets or other interest inproperties is bound or subject, any real or personal property of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; except (iva) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s material rights, claims, obligations, duties or liabilities; (x) all Contracts under which the Company has loaned to, or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other than the Company contracts entered into with any actual or prospective customer or vendor in the ordinary course of business consistent after the date hereof and prior to the Closing, which will be identified by the Sellers to the Buyer in writing prior to the Closing, (b) contracts terminable by any Company upon thirty (30) days' notice or less without the payment of any termination fee or penalty, and (c) contracts listed in other Schedules hereto. As used in this Section 5.15, the term "contract" means and includes every agreement or understanding of any kind, written or oral, which is legally enforceable by or against each Company, and specifically includes: (i) contracts and other agreements with past practices pursuant to a form made available to Parentany current or former officer, director, employee, consultant or shareholder or any partnership, corporation, joint venture or any other entity in which any such person has an interest; (xiiiii) all Contracts agreements with any labor union or association representing any employee; (iii) contracts and other agreements for the provision of services or products by such Company; (iv) bonds or other security agreements provided by any party in connection with the business of such Company; (v) contracts and other agreements for the sale of any of such Company's assets or properties other than in the ordinary course of business or for the grant to any person of any preferential rights to purchase any of such Company's assets or properties; (vi) joint venture agreements relating to the assets, properties or business of such Company or by or to which it or any interest rateof its assets or properties are bound or subject; (vii) contracts or other agreements under which such Company agrees to indemnify any party, currency to share tax liability of any party, or commodity derivatives to refrain from competing with any party; (viii) any contracts or hedging transactionother agreements with regard to outstanding Indebtedness; or (ix) any other contract or other agreement whether or not made in the ordinary course of business. The Sellers have delivered to the Buyer true, correct and (xiv) complete copies of all Contracts such contracts, together with all modifications and supplements thereto. Each of the contracts listed on Schedule 5.15 hereto or any of the -------- ---- other Schedules hereto is in full force and effect, the particular Company party hereto is not in breach of any of the provisions of any such contract, nor, to the best knowledge of the Sellers, is any other party to any such contract in default thereunder, nor does any event or condition exist which with notice or the passage of time or both would constitute a Governmental Bodydefault thereunder. Each Company has in all material respects performed all obligations required to be performed by it to date under each such contract. No approval or consent of any Person is needed in order that the contracts listed on Schedule 5.15 hereto and other -------- ---- Schedules hereto continue in full force and effect following the consummation of the transactions contemplated by this Agreement, and no such contract includes any provision the effect of which may be to enlarge or accelerate any obligations of the particular Company thereunder or give additional rights to any other party thereto or will in any other way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement.

Contracts. (a) Section 3.14(a) of the Company Disclosure Schedule 2.10(a) to the Disclosure Memorandum contains an accurate sets forth a true and complete list of the following (each, a “Material Contract”): (i) all Contracts each Contract to which the Company or the Company Subsidiary is a party or by which binds or affects their respective properties or assets, and which falls within any of the Company is bound providing for potential annual payments by or to following categories: (i) any Contract that limits the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property freedom of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any other Person Subsidiary or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s current or future affiliates to compete in any material rightsline of business or sell, claimssupply or distribute any material product or service, in each case, in any geographic area, or to hire any individual or group of individuals, (ii) any Contract that, after the Effective Time, would have the effect of limiting the freedom of Parent or any of its Subsidiaries or current or future affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area, or to hire any individual or group of individuals, (iii) any joint venture or partnership agreement, (iv) any Contract with a supplier, distributor or a customer providing for annual payments or receipts in excess of $100,000 or that cannot be terminated on less than thirty (30) days notice without payment or penalty, (v) any Contract that involves future expenditures or receipts by the Company or the Company Subsidiary of more than $100,000 in any one year period or that cannot be terminated on less than thirty (30) days notice without payment or penalty, (vi) any Contract that by its terms limits the payment of dividends or other distributions by the Company or the Company Subsidiary, (vii) any Contract that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company of the Company Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses, (viii) any acquisition agreement with a purchase price in excess of $100,000 or that contains “earn-out” provisions or other contingent payment obligations, duties (ix) any divestiture agreement with a purchase price in excess of $100,000 or liabilities; that contains ongoing indemnification obligations or other material obligations, (x) all Contracts under which the Company has loaned toany Contract or plan that will increase, or made an investment inaccelerate the vesting of, the benefits to any party by the occurrence of any of the transactions contemplated by this Agreement, or guaranteed will calculate the obligations ofvalue of any of the benefits to any party on the basis of any of the transactions contemplated by this Agreement, any Person; (xi) all Contracts any Contract relating to indebtedness for borrowed money or any bond or letter of credit; financial guaranty, (xii) all Contracts containing any obligation of confidentiality lease, sublease or nondisclosure between other Contract with respect to the Company and any other Person for the benefit of the Company or such other PersonLeased Real Property (“Lease Agreements”), other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts any license agreement relating to any interest ratethe Material Intellectual Property (“License Agreements”), currency or commodity derivatives or hedging transaction; and (xiv) all Contracts any Contract with a Governmental BodySignificant Customer or Significant Supplier; (xv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), or (xvi) any other Contract which would prohibit or materially delay the consummation of the Offer or the Merger or any other transaction contemplated by this Agreement. Each Contract of the type described in this Section 3.14(a) is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been provided by the Company to Parent, or publicly filed with the SEC.

Contracts. (a) Schedule 2.10(a) to the Disclosure Memorandum contains an accurate and complete list Section 3.12 of the Xxxxxx’x Disclosure Letter lists the following (each, a “Material Contract”): Contracts (i) all Contracts to which the any Xxxxxx’x Company is a party or by which the any Xxxxxx’x Company is bound providing for potential annual payments by or to which any asset of any Xxxxxx’x Company is subject or under which any Xxxxxx’x Company has any rights or the performance of which is guaranteed by any Xxxxxx’x Company in excess of $25,000; and (ii) that either involve amounts of $1 million and a duration of eighteen months or longer or involve amounts of $5 million or more regardless of duration (collectively, with the Xxxxxx’x Leases, Licenses and Insurance Policies, the “Xxxxxx’x Material Contracts”); provided, that the limitations in this clause (ii) do not apply to clauses (D), (F) and (M) below: (A) each Contract relating to (or series of related Contracts) that involves delivery or receipt of products or services or that was not entered into in the Debtordinary course of business; (iiiB) all Contracts each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of of, or any leasehold or other interest in, any real or personal property of the Companyproperty, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000each Xxxxxx’x Lease and License; (ivC) all Contracts each licensing agreement, consent agreement, coexistence agreement, settlement agreement or other Contract with respect to Intellectual Property, including any agreement with any current or former Employee, consultant, or contractor regarding the appropriation or the non-disclosure of any Intellectual Property, except “shrink wrap” and “click-through” licenses to commercially available “off the shelf” software; (D) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employmentemployees; (vE) all Contracts involving any each joint venture, partnership or limited liability company agreement Contract involving a sharing of profits, losses, costs, Taxes costs or other liabilities by the Company Liabilities with any other Person or that provides for the payment of referral fees or bountiesPerson; (viF) all Contracts with a noncompetition, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement each Contract containing any covenant that would prevent, purports to restrict the business activity of any Xxxxxx’x Company or limit the freedom of any Xxxxxx’x Company to engage in any way the Company from carrying on its line of business in or to compete with any manner or in any geographic locationPerson; (viiG) all Contracts containing an effective each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (H) each power of attorney, agency or similar authority granted by the Company; (viiiI) all Contracts containing each Contract entered into other than in the ordinary course of business that contains or providing provides for an express undertaking by the any Xxxxxx’x Company to be responsible for consequential, special incidental or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000punitive damages; (ixJ) all Contracts involving the settlement, release, compromise each Contract (or waiver series of any of the Company’s material rights, claims, obligations, duties or liabilitiesrelated Contracts) for capital expenditures; (xK) all Contracts under which the Company has loaned toeach written warranty, guaranty or made an investment in, or guaranteed the obligations of, any Person; (xi) all Contracts relating other similar undertaking with respect to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, contractual performance other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parentbusiness; (xiiiL) all Contracts relating to any interest rate, currency each Contract for Indebtedness; (M) each employment or commodity derivatives or hedging transactionconsulting Contract; and (xivN) all Contracts with each Contract to which any Stockholder or any Related Person of any Stockholder or of any Xxxxxx’x Company is a Governmental Bodyparty or otherwise has any rights, obligations or interests.

Contracts. Except for documents filed or listed as exhibits to the Company Reports filed with the SEC subsequent to December 31, 2003 and prior to the date hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any (a) Schedule 2.10(acontract, agreement or arrangement (including any lease of real property) to the Disclosure Memorandum contains an accurate and complete list of the following (each, a “Material Contract”): (i) materially restricting the ability of the Company or any of its Subsidiaries (or after the Merger, Parent or any of its Subsidiaries) to compete in or conduct any line of business or to engage in business in any geographic area, (ii) relating to indebtedness for borrowed money providing for payment or repayment in excess of $400,000, (iii) relating to any material joint venture, partnership, strategic alliance or similar arrangement, (iv) requiring the Company or any of its Subsidiaries to register for resale under the Securities Act any securities of the Company or any of its Subsidiaries, (v) relating to the disposition or acquisition of material assets not in the ordinary course of business, (vi) containing any so-called “most favored nation” provisions or any similar provision requiring the Company or any of its Subsidiaries (or after the Merger, Parent or any of its Subsidiaries) to offer a third party terms or concessions at least as favorable as offered to one or more other parties, (vii) providing for “performance guarantees” or contingent payments by the Company or any of its Subsidiaries, in each case involving more than $400,000 over the term of the relevant contract, (viii) between the Company and/or any of its Subsidiaries and any of their shareholders and Affiliates, (ix) providing for exclusive dealings or requirements contracts imposed on the Company or any of its Subsidiaries, (x) containing any change of control provision and involving more than $400,000 over the term of the relevant contract, or (xi) with ITLX, or (b) financial derivatives master agreements, confirmation, or futures account opening agreements and/or brokerage statements evidencing financial hedging or other trading activities. The Company and each of its Subsidiaries has performed, in all Contracts material respects, all of its obligations under each such contract to which the Company it or any of its Subsidiaries is a party or by which it is bound, and all such contracts are in full force and effect. To the Company is bound providing for potential annual payments by or to the Company in excess of $25,000; (ii) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in, any real or personal property Knowledge of the Company, including the granting of security interests by the Company, other than personal property leases having a value per item or aggregate payments of less than $25,000; (iv) all Contracts with any labor union or other employee representative of a group of employees relating to wages, hours or other conditions of employment; (v) all Contracts involving any joint venture, partnership or limited liability company agreement involving a sharing of profits, losses, costs, Taxes or other liabilities by the Company with any each other Person that is a party to, or that provides for the payment of referral fees or bounties; (vi) all Contracts with a noncompetitionbound by, nonsolicitation, “most-favored-nations” pricing or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company in excess of $25,000; (ix) all Contracts involving the settlement, release, compromise or waiver of any of the Company’s foregoing contracts has performed, in all material rightsrespects, claims, obligations, duties or liabilities; (x) all Contracts under which the of its obligations thereunder. The Company has loaned to, or made an investment in, or guaranteed the obligations of, not received any Person; (xi) all Contracts relating written notice that any party to any bond or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or foregoing contracts intends to terminate such other Person, other than those restricting a Person other than the Company entered into with any actual or prospective customer or vendor in the ordinary course of business consistent with past practices pursuant to a form made available to Parent; (xiii) all Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction; and (xiv) all Contracts with a Governmental Bodycontract.

Contracts. (a) Schedule 2.10(a4.09(a) to the Disclosure Memorandum contains an accurate and complete sets forth a list of the following agreements, leases, licenses, contracts or other commitments of any nature, whether written or oral (each“Contracts”), a “Material Contract”): (i) all Contracts currently in effect, to which the any Company Entity is a party or by which the Company it is bound providing for potential (the “Company Contracts”): (i) any Contract the performance of which is reasonably expected to involve annual payments by on the part of or to the any Company Entity in excess of $25,000100,000 and is not terminable by any Company Entity on 120 days’ notice or less without premium or penalty; (ii) any Contract relating to the ownership of any Person or any joint venture, strategic partnership, partnership or other similar agreement; (iii) all Contracts under which any Company Entity has created, incurred, assumed or guaranteed any Indebtedness in excess of $50,000 or granted a Lien (other than a Permitted Lien) on any asset owned or used by any Company Entity or the Business, other than checks endorsed by any Company Entity and deposited for collection in the ordinary course of business; (iv) any Contract under which any Company Entity has made advances or loans to any other Person, in each case having an outstanding principal amount in excess of $100,000; (v) each Contract relating to the Debt; (iii) all Contracts affecting the ownership of, leasing of, title to, use acquisition or disposition of any business or any leasehold Contract that provides for the sale of any material asset owned or other interest in, used by any real Company Entity or personal property of the Company, including the granting of security interests by the CompanyBusiness, other than the sale of Inventory in the ordinary course of business, or the grant of any preferential rights to purchase any material asset owned or used by any Company Entity or the Business, other than the sale of Inventory in the ordinary course of business, in each case involving amounts in excess of $100,000; (vi) any sales, service or distribution Contracts and any Contract relating to the promotion, advertising and marketing of the services provided by any Company Entity involving annual consideration paid to or payable by the Company Entity in excess of $100,000; (vii) all personal property leases having a value per item or and all capitalized leases involving aggregate payments annual amounts in excess of less than $25,000100,000; (ivviii) all Contracts real property leases involving annual amounts in excess of $100,000; (ix) any Contract under which (A) any Company Entity has granted or received a license or sublicense to any Intellectual Property rights or (B) any Company Entity’s ability to use, disclose, license or enforce, or grant a right to, any Intellectual Property right is affected, in each case other than off-the-shelf software licenses to a Company Entity that are not modified or distributed by a Company Entity or used in or with a product or service of a Company Entity (“Off- the-Shelf Licenses”); (x) any Contract with any Governmental Entity, including any settlement, conciliation or similar agreement with any Governmental Entity, involving amounts in excess of $100,000; (xi) any collective bargaining agreement or any other Contract with any labor union or other employee representative labor organization or any severance agreements, programs, policies or arrangements; 30 (xii) any Contract (A) for the employment or engagement of a group of employees relating to wagesany director, hours officer, employee, independent contractor or other conditions of employment; (v) all Contracts involving any joint venturePerson on a full-time, partnership or limited liability company agreement involving a sharing of profitspart-time, losses, costs, Taxes consulting or other liabilities by the Company with any other Person or that provides basis, (B) for the payment of referral fees any compensation or bounties; benefits upon the consummation of the Transactions, or (viC) all Contracts with a noncompetitionrelating to loans to any officers, nonsolicitationmanagers, “most-favored-nations” pricing directors or exclusivity agreement or other arrangement that would prevent, restrict or limit in any way the Company from carrying on its business in any manner or in any geographic location; (vii) all Contracts containing an effective power of attorney, agency or similar authority granted by the Company; (viii) all Contracts containing or providing for an express undertaking by the Company to be responsible for consequential, special or liquidated damages or to indemnify any other party that may result in liability to the Company Affiliates involving amounts in excess of $25,00010,000; (ixxiii) all any non-disclosure, non-compete, non-solicitation, or confidentiality Contracts involving or Contracts regarding ownership and rights with regard to work produced by employees, contractors or consultants; (xiv) any Contract between or among any Company Entity, on the settlementone hand, releaseand Seller, compromise any officer or waiver director of any Company Entity, or any Affiliate of such Persons (including any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, and any relative or spouse of such Person), on the Company’s material rights, claims, obligations, duties or liabilitiesother hand; (xxv) all Contracts under which any Contract providing for warranty or indemnity terms obligating any Company Entity with respect to its services and business; (xvi) any power of attorney or other similar agreement or grant of agency; (xvii) any Contract prohibiting any Company Entity from freely engaging in any business or competing anywhere in the Company has loaned toworld or from hiring any Person (without incurring any Liability) or providing for exclusivity in any business line, geographic area or made an investment inotherwise; (xviii) any Contract containing any requirements supply or exclusivity provision or any “most-favored nation”, “most favored pricing” or guaranteed the obligations of, similar clause in favor of any Person, involving amounts in excess of $100,000; or (xixix) all Contracts relating to any bond Contract with a Material Supplier or letter of credit; (xii) all Contracts containing any obligation of confidentiality or nondisclosure between the Company and any other Person for the benefit of the Company or such other Person, other than those restricting a Person other Material Customer. Other than the Company Contracts, as of the Closing Date, there are no Contracts that are material to the Company Entities’ operations or Business, whether or not entered into with any actual or prospective customer or vendor in the ordinary course of business consistent business. (b) Each Company Contract is valid and binding on each Company Entity party thereto and, to the Knowledge of Seller, each other party thereto, and is in full force and effect, except as enforcement may be limited by the Enforceability Exceptions. Neither any Company Entity nor, to the Knowledge of Seller, any other party thereto is in breach of, or default under, any Company Contract, and no event has occurred that, with past practices the giving of notice or lapse of time or both, would constitute a breach or default thereunder by any Company Entity or, to the Knowledge of Seller, any other party thereto. The Company has delivered to Buyer a true, correct, and complete copy of each Company Contract together with all amendments, waivers or changes thereto. No Company Contract is currently subject to, and no Company Entity has received any written notice or, to the Knowledge of Seller, other notice with respect to, cancellation or any other material modification by the other party thereto or is subject to or expects to be subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery. No party to any Company Contract has, or has asserted any claim, defense, setoff or counterclaim under or threatened in writing or, to the Knowledge of Seller, otherwise threatened to terminate any Company Contract. To the Knowledge of Seller, no party to any Company Contract has declared or filed for bankruptcy. 31 SECTION 4.10. Intellectual Property. (a) Schedule 4.10(a) sets forth a list of all Company Intellectual Property included in clauses (a), (b), (c) and (e) of the definition of Intellectual Property. Except as set forth on Schedule 4.10(a), Seller (i) has made all necessary filings and paid all necessary registration, maintenance and renewal fees for the purpose of maintaining all Company Intellectual Property that is registered by or with a Governmental Entity or for which any Company Entity has filed any applications for registration or protection by or with a Governmental Entity and such applications are currently pending (other than for Company Intellectual Property with respect to which the applicable Company Entity has determined not to seek renewal), and (ii) is the exclusive owner of all right, title and interest in and to the Company Intellectual Property, free and clear of all Liens other than Permitted Liens. All Company Intellectual Property registered by any Company Entity is valid, enforceable, and subsisting. The Business Assets and the Intellectual Property licensed to any Company Entity pursuant to the IP Licenses include all of the Intellectual Property used or necessary to conduct the Business as currently conducted. (b) Schedule 4.10(b) sets forth a form made available to Parent; list of all domain names used or held for use by any Company Entity. (xiiic) Schedule 4.10(c) sets forth a list of (i) all Contracts relating licenses granted by any Company Entity to any interest ratethird party with respect to any Intellectual Property, currency and (ii) all licenses granted by any third party to any Company Entity with respect to any Intellectual Property (collectively, the “IP Licenses”), excluding Off-the-Shelf Licenses. Seller has provided to Buyer true and correct copies of all IP Licenses. Each Company Entity and, to the Knowledge of Seller, each other party thereto is in compliance with and has performed all material obligations required under the IP Licenses, and no Company Entity is in breach of or commodity derivatives default under any IP License, and no event has occurred or hedging transactioncircumstance exists which, with the delivery of notice, the passage of time or both, would constitute a breach or default under such IP License. The consummation of the Transactions will not result in, or afford any Person the right to cause the exercise, termination, modification, or restriction of any right to any Intellectual Property pursuant to any IP License or other Contract. (d) Except as set forth on Schedule 4.10(d): (i) No Company Entity is violating, infringing or misappropriating any Intellectual Property of any other Person and, to the Knowledge of Seller, no third party is violating, infringing or misappropriating any Company Intellectual Property owned by any Company Entity (ii) No Company Entity has sent or received any written notice or, to the Knowledge of Seller, any other notice to or from any Person claiming any violation, infringement or misappropriation of any Intellectual Property rights (including any demands or “unsolicited offers” to license Intellectual Property); and (xiviii) all Contracts No claims are pending or threatened by any Company Entity and no claims are pending or threatened in writing or, to the Knowledge of Seller, otherwise threatened against any Company Entity, in each case regarding the use or ownership of any Intellectual Property, or challenging or questioning the validity or enforceability of any Intellectual Property. (e) Each Company Entity has secured from each current and former employee during the course of their employment with a Governmental Body.such Company Entity, consultant, and contractor of such Company Entity: (i) written assignments to such Company Entity of any Intellectual Property conceived, created, authored, or developed by any such employee, consultant, and contractor for the benefit of such Company Entity; and (ii) written agreements maintaining the confidentiality of information used in the Business and limiting the