Common use of Commitments and Contracts Clause in Contracts

Commitments and Contracts. The Company has Previously Disclosed or provided to Purchaser true, correct and complete copies of each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K to be performed in whole or in part after the date of this Agreement; (2) any contract or agreement which limits the freedom of the Company or any of the Company Subsidiaries to compete in any line of business; (3) any contract or agreement which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries; (4) any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations, including continuing material indemnity obligations, of the Company or any of the Company Subsidiaries; and (5) any contract pursuant to which any benefit thereunder would be accelerated or increased or any of the rights or obligations of the parties thereunder would be otherwise changed or affected, by the transactions contemplated hereby or by the Public Offering. Except as Previously Disclosed: (i) each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect; (ii) the Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement; and (iii) as of the date hereof, neither the Company nor any of the Company Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement.

Commitments and Contracts. The Company has Previously Disclosed or provided to Purchaser true, correct and complete copies of each of the following Each agreement to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K to be performed in whole or in part after the date of this Agreement; (2) any contract or agreement which limits the freedom of the Company or any of the Company Subsidiaries to compete in any line of business; (3) any contract or agreement which grants any person each, a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries; (4) any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations, including continuing material indemnity obligations, of the Company or any of the Company Subsidiaries; and (5) any contract pursuant to which any benefit thereunder would be accelerated or increased or any of the rights or obligations of the parties thereunder would be otherwise changed or affected, by the transactions contemplated hereby or by the Public Offering. Except as Previously Disclosed: (i) each of the “Company Significant Agreements Agreement”) is valid and binding on the Company and the Company Subsidiaries, as applicable, and, and insofar as any officer of the Company is aware, is valid and binding on the other party or parties to it, and is in full force and effect; (ii) the . The Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement; and (iii) as of the date hereof, neither . Neither the Company nor any of the Company Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by the Company or any party Company Subsidiary under any Company Significant Agreement. As of the date of the Original Agreement, there are no material transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns 5% or more of the Common Stock (or any of such person’s immediate family members or affiliates) (other than Company Subsidiaries), on the other hand. Since January 1, 2008, the Company and each Company Subsidiary have filed all material reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Bank Regulatory Agencies, including, without limitation, all financial statements and financial information required to be filed by it under the Federal Deposit Insurance Act and the Bank Holding Company Act. As of their respective dates, such reports complied in all material respects with all the rules and regulations promulgated by the applicable Bank Regulatory Agencies.

Commitments and Contracts. The Company has Previously Disclosed or provided to Purchaser the Investors or their representatives, including through the electronic data room, prior to the date hereof, true, correct correct, and complete copies of each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “"Company Significant Agreement”"): (1) any labor contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K to be performed in whole or in part after the date of this Agreementwith any labor union; (2) any contract or agreement which limits the freedom of the Company or any of the Company Subsidiaries to compete in any line of business; (3) any contract or agreement which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries; (3) any contract containing covenants that limit the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary may carry on its business (other than as may be required by law or applicable regulatory authorities); and any contract that could require the disposition of any material assets or line of business of the Company or any Company Subsidiary; (4) any joint venture, partnership, strategic alliance, or other similar contract (including any franchising agreement, but in any event, excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets assets, or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations, including obligations or contains continuing material indemnity obligations, obligations of the Company or any of the Company Subsidiaries; and; (5) any real property lease and any other lease with annual rental payments aggregating $1,000,000 or more; (6) other than with respect to loans, any contract pursuant providing for, or reasonably likely to result in, the receipt or expenditure of more than $3,000,000 on an annual basis, including the payment or receipt of royalties or other amounts calculated based upon revenues or income; (7) any contract or arrangement under which any benefit thereunder would be accelerated or increased the Company or any of the rights Company Subsidiaries is licensed or obligations otherwise permitted by a third party to use any Intellectual Property that is material to its business (except for any "shrinkwrap" or "click through" license agreements or other agreements for software that is generally available to the public and has not been customized for the Company or the Company Subsidiaries) or under which a third party is licensed or otherwise permitted to use any Intellectual Property owned by the Company or any of the parties thereunder Company Subsidiaries; (8) any contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (9) any standstill or similar agreement pursuant to which the Company or any Company Subsidiary has agreed not to acquire assets or securities of another person; (10) any contract that would be otherwise changed prevent, delay or affected, by impede the Company's ability to consummate the transactions contemplated hereby or by this Agreement and the Other Securities Purchase Agreements; (11) any contract providing for indemnification by the Public Offering. Except Company or any Company Subsidiary of any person, except for immaterial contracts entered into in the ordinary course of business consistent with past practice; (12) other than contracts relating to the ordinary course management of credit extensions and contracts relating to Other Real Estate Owned, any contract that contains a put, call, or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, as Previously Disclosed: applicable, any equity interests or assets that have a fair market value or purchase price of more than $250,000; (i13) each any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former director, officer, employee or consultant; (14) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former director, officer, employee or consultant; (15) any contract with any Governmental Entity that imposes any material obligation or restriction on the Company or the Company Subsidiaries; (16) any contract relating to indebtedness of the Company for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, federal funds purchased, Federal Home Loan Bank advances, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for office equipment) in excess of $1,000,000, except for those issued in the ordinary course of business; and (17) any other contract or agreement which is a "material contract" within the meaning of Item 601(b)(10) of Regulation S-K. Each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect; (ii) the . The Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects with and have performed in all material respects all obligations required to be performed by them to date under each Company Significant Agreement; and (iii) as of the date hereof, neither . Neither the Company nor any of the Company Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. Consummation of the transactions contemplated by this Agreement will not place the Company or any of the Company Subsidiaries in breach or default of any Company Significant Agreement, or trigger any modification, termination or acceleration thereunder. Other than as contemplated by the Other Securities Purchase Agreements, there are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who Beneficially Owns 5% or more of the Common Shares (or any of such person's immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand.

Commitments and Contracts. The Company has Previously Disclosed or provided to Purchaser true, correct and complete copies of each of the following Each agreement to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K to be performed in whole or in part after the date of this Agreement; (2) any contract or agreement which limits the freedom of the Company or any of the Company Subsidiaries to compete in any line of business; (3) any contract or agreement which grants any person each, a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries; (4) any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations, including continuing material indemnity obligations, of the Company or any of the Company Subsidiaries; and (5) any contract pursuant to which any benefit thereunder would be accelerated or increased or any of the rights or obligations of the parties thereunder would be otherwise changed or affected, by the transactions contemplated hereby or by the Public Offering. Except as Previously Disclosed: (i) each of the “Company Significant Agreements Agreement”) is valid and binding on the Company and the Company Subsidiaries, as applicable, and, and insofar as any officer of the Company is aware, is valid and binding on the other party or parties to it, and is in full force and effect; (ii) the . The Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement; and (iii) as of the date hereof, neither . Neither the Company nor any of the Company Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by the Company or any party Company Subsidiary under any Company Significant Agreement. As of the date of this Agreement, there are no material transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns 5% or more of the Common Stock (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand. As used in this Agreement, the term “Affiliate” means, with respect to any person, any person directly or indirectly controlling, controlled by or under common control with, such other person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any person, means the possession, directly or indirectly, of the power to cause the direction of management or policies of such person, whether through the ownership of voting securities by contract or otherwise.

Commitments and Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to Purchaser or its representatives true, correct and complete copies of of, each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any contract or agreement which is a “limits, in any material contract” within the meaning of Item 601(b)(10) of Regulation S-K to be performed in whole or in part after the date of this Agreement; (2) any contract or agreement which limits respect, the freedom of the Company or any of the Company Subsidiaries to compete in any material line of business, in any geographic area or with any person, or which is material and requires referrals of business or requires the Company or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis; (32) any contract or agreement which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries; (43) any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations, including continuing material indemnity obligations, of the Company or any of the Company Subsidiaries; and; (54) any contract pursuant to which any benefit thereunder would be accelerated or increased or any of the rights or obligations of the parties thereunder would be otherwise changed or affected, by the transactions contemplated hereby by this Agreement; (5) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those that are terminable at will by the Public Offering. Except as Previously Disclosed: Company or such Company Subsidiary); (i6) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director, employee or consultant; (7) any agreement that constitutes a collective bargaining agreement or other arrangement with a labor union; (8) to the extent allowed by applicable law, any contract with any Governmental Entity that imposes any material obligation or restriction on the Company or the Company Subsidiaries; (9) any contract relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $250,000, except for those issued in the ordinary course of business; (10) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $250,000; (11) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms); (12) that concerns a partnership or joint venture; (13) involving aggregate consideration liability in excess of $500,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (14) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (15) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. (A) Each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect; (iiB) the Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement; and (iiiC) as of the date hereof, to the Company’s knowledge, neither the Company nor any of the Company Subsidiaries knows of, or has received notice of, of any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. No benefits under any Company Significant Agreement will be increased, and no vesting of any benefits under any Company Significant Agreement will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Additional Agreements, nor will the value of any of the benefits under any Company Significant Agreement be calculated on the basis of any of the transactions contemplated by this Agreement or the Additional Agreements. As of the date of this Agreement, no party to a Company Significant Agreement has provided notice to the Company or any Company Subsidiary that it intends to terminate a Company Significant Agreement, or not renew such agreement at the expiration of the current term.

Commitments and Contracts. The Company has Previously Disclosed or provided to Purchaser true, correct and complete copies of each of the following Each agreement to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K to be performed in whole or in part after the date of this Agreement; (2) any contract or agreement which limits the freedom of the Company or any of the Company Subsidiaries to compete in any line of business; (3) any contract or agreement which grants any person each, a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries; (4) any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations, including continuing material indemnity obligations, of the Company or any of the Company Subsidiaries; and (5) any contract pursuant to which any benefit thereunder would be accelerated or increased or any of the rights or obligations of the parties thereunder would be otherwise changed or affected, by the transactions contemplated hereby or by the Public Offering. Except as Previously Disclosed: (i) each of the “Company Significant Agreements Agreement”) is valid and binding on the Company and the Company Subsidiaries, as applicable, and, and insofar as any officer of the Company is aware, is valid and binding on the other party or parties to it, and is in full force and effect; (ii) the . The Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement; and (iii) as of the date hereof, neither . Neither the Company nor any of the Company Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by the Company or any party Company Subsidiary under any Company Significant Agreement. As of the date of this Agreement, there are no material transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns 5% or more of the Common Stock (or any of such person’s immediate family members or affiliates) (other than Company Subsidiaries), on the other hand. (jj) Properties and Leases. The Company and the Company Subsidiaries have good and marketable title to all real properties and good title to all other properties and assets owned by them (other than any assets the Company or any of the Company Subsidiaries has repossessed), in each case, free from Liens that would affect the value thereof or interfere with the use made or to be made thereof by them in any material respect. The Company and the Company Subsidiaries own or lease all properties that are necessary to their operations as now conducted. All leases of real property and all other leases material to the Company or any of the Company Subsidiaries pursuant to which the Company or any such Company Subsidiary, as lessee, leases real or personal property are valid and effective in accordance with their respective terms, and there is not, under any such lease, any existing default by the Company or such Company Subsidiary or any event which, with notice or lapse of time or both, would constitute such a default except for such as would not reasonably be expected to have a Company Material Adverse Effect.

Commitments and Contracts. The Company has Previously Disclosed or provided to Purchaser true, correct and complete copies Section 2.2(l) of the Disclosure Schedule lists each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) entered into prior to the date of this Agreement (each, a “Company Significant Agreement”): (1i) any contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K to be performed in whole or in part after the date of this Agreement; (2ii) any contract or agreement which limits or purports to limit in any material respect the freedom ability of the Company or any of the Company Subsidiaries to compete in any line of business; (3iii) any material contract or agreement with a labor union or guild (including any collective bargaining agreement); (iv) any contract or agreement which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries; (4v) any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations, including continuing material indemnity obligations, of the Company or any of the Company Subsidiaries; and (5vi) any contract pursuant to or agreement which any benefit thereunder would be accelerated is a consulting agreement or increased service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $2,000,000 or any of the rights or obligations of the parties thereunder would be otherwise changed or affected, by the transactions contemplated hereby or by the Public Offeringmore in annual fees. Except as Previously DisclosedDisclosed and as would not have a Material Adverse Effect: (i) each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect; (ii) the Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement; and (iii) as of the date hereof, neither the Company nor any of the Company Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant AgreementAgreement nor, to the Company’s knowledge, such notice has been threatened. To the Company’s knowledge, except as Previously Disclosed, there are no material transactions, or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions, between the Company or any Company Subsidiary, on the one hand, and any current or former director or executive officer of the Company or any Company Subsidiary or any person who beneficially owns 5% or more of the outstanding shares of Common Stock (or any of such person’s immediate family members or Affiliates (other than Company Subsidiaries)), on the other hand, other than Benefit Plans entered into in the ordinary course of business.

Commitments and Contracts. The Schedule 2.2(l) of the Company Disclosure Schedule sets forth a true, correct and complete list of, and the Company has Previously Disclosed or provided to Purchaser true, correct and complete copies of of, each of the following contracts and agreements to which the Company or any Company Subsidiary is a party or subject (each such contract and agreement, whether written or oral, express or implied) (eachnot so listed on such Schedule, a “Company Significant AgreementMaterial Contract”): (1i) any contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K under the Securities Act to be performed in whole or in part after the date of this Agreement; (2ii) any contract or agreement which limits the freedom ability of the Company or any of the Company Subsidiaries or any Affiliates of the Company to compete in any line of businessbusiness or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary may carry on its business (other than as may be required by law or applicable regulatory authorities); (3iii) any material joint venture, partnership, strategic alliance, or other similar contract; (iv) any contract or agreement which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries; (4) any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract or agreement contains continuing any outstanding material obligationsobligations or rights, including continuing material contingent obligations or rights and indemnity obligationsobligations or rights, of the Company or any of the Company Subsidiaries; and; (5v) any contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (vi) any contract pursuant to which any benefit thereunder would be accelerated or increased or any of the rights or obligations of the parties thereunder would be otherwise changed or affected, by the transactions contemplated hereby hereby; and (vii) any contract that would reasonably be expected to prevent, materially delay, or materially impede the Company’s ability to consummate the transactions contemplated by this Agreement or the Public OfferingAncillary Transaction Documents. Except as Previously Disclosed: (iA) each of the Company Significant Agreements Material Contracts is (x) valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effecteffect and (y) enforceable against the Company or the Company Subsidiary, as applicable, and, to the knowledge of the Company, the counterparty thereto (except as may be limited by the Enforceability Exceptions); (iiB) with respect to each Material Contract, the Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects with and have performed in all material respects all obligations required to be performed by them to date such person under each Company Significant Agreementsuch Material Contract; and (iiiC) as to the knowledge of the date hereofCompany, neither each counterparty thereto is in compliance in all material respects with and has performed in all material respects all obligations required to be performed by such counterparty under such Material Contract. Neither the Company nor any of the Company Subsidiaries knows of, or Subsidiary has received or delivered any written notice of, of cancellation or termination of any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant AgreementMaterial Contract.

Commitments and Contracts. The Company has Previously Disclosed or provided to Purchaser true, correct and complete copies of each of the following Each agreement to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K to be performed in whole or in part after the date of this Agreement; (2) any contract or agreement which limits the freedom of the Company or any of the Company Subsidiaries to compete in any line of business; (3) any contract or agreement which grants any person each, a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries; (4) any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations, including continuing material indemnity obligations, of the Company or any of the Company Subsidiaries; and (5) any contract pursuant to which any benefit thereunder would be accelerated or increased or any of the rights or obligations of the parties thereunder would be otherwise changed or affected, by the transactions contemplated hereby or by the Public Offering. Except as Previously Disclosed: (i) each of the “Company Significant Agreements Agreement”) is valid and binding on the Company and the Company Subsidiaries, as applicable, and, and insofar as any officer of the Company is aware, is valid and binding on the other party or parties to it, and is in full force and effect; (ii) the . The Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement; and (iii) as of the date hereof, neither . Neither the Company nor any of the Company Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by the Company or any party Company Subsidiary under any Company Significant Agreement. To the knowledge of the Company, as of the date of this Agreement, there are no material transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns 5% or more of the Common Shares (or any of such person’s immediate family members or affiliates) (other than Company Subsidiaries), on the other hand. (jj) Properties and Leases. The Company and the Company Subsidiaries have good and marketable title to all real properties and good title to all other properties and assets owned by them (other than any assets the Company or any of the Company Subsidiaries has repossessed), in each case, free from Liens that would affect the value thereof or interfere with the use made or to be made thereof by them in any material respect. The Company and the Company Subsidiaries own or lease all properties that are necessary to their operations as now conducted. All leases of real property and all other leases material to the Company or any of the Company Subsidiaries pursuant to which the Company or any such Company Subsidiary, as lessee, leases real or personal property are valid and effective in accordance with their respective terms, and there is not, under any such lease, any existing default by the Company or such Company Subsidiary or any event which, with notice or lapse of time or both, would constitute such a default except for such as would not reasonably be expected to have a Company Material Adverse Effect.

Commitments and Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to Purchaser or its representatives true, correct and complete copies of of, each of the following to which the Company or any Company Significant Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K to be performed in whole or in part after the date of this Agreement; (2) any contract or agreement which limits the freedom of the Company or any of the Company Subsidiaries to compete in any material line of business; (32) any contract or agreement which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries;; and (43) any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations, including continuing material indemnity obligations, of the Company or any of the Company Subsidiaries; and. (5) any contract pursuant to which any benefit thereunder would be accelerated or increased or any of the rights or obligations of the parties thereunder would be otherwise changed or affected, by the transactions contemplated hereby or by the Public Offering. Except as Previously Disclosed: (i) each Each of the Company Significant Agreements is valid and binding on the Company and the Company Significant Subsidiaries, as applicable, and in full force and effect; (ii) the Company and each of the Company Significant Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement; and (iii) as of the date hereof, to the Company’s knowledge, neither the Company nor any of the Company Significant Subsidiaries knows of, or has received notice of, of any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement.

Commitments and Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to Purchaser or its representatives true, correct and complete copies of of, each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any contract or agreement which is a “limits, in any material contract” within the meaning of Item 601(b)(10) of Regulation S-K to be performed in whole or in part after the date of this Agreement; (2) any contract or agreement which limits respect, the freedom of the Company or any of the Company Subsidiaries to compete in any material line of business, in any geographic area or with any person, or which is material and requires referrals of business or requires the Company or any of its Subsidiaries to make available investment opportunities to any person on a priority or exclusive basis; (32) any contract or agreement which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries; (43) any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations, including continuing material indemnity obligations, of the Company or any of the Company Subsidiaries; and; (54) any contract pursuant to which any benefit thereunder would be accelerated or increased or any of the rights or obligations of the parties thereunder would be otherwise changed or affected, by the transactions contemplated hereby by this Agreement; (5) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former officer, director, employee or consultant (other than those that are terminable at will by the Public Offering. Except as Previously Disclosed: Company or such Company Subsidiary); (i6) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director, employee or consultant; (7) any agreement that constitutes a collective bargaining agreement or other arrangement with a labor union; (8) to the extent allowed by applicable law, any contract with any Governmental Entity that imposes any material obligation or restriction on the Company or the Company Subsidiaries; (9) any contract relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $250,000, except for those issued in the ordinary course of business; (10) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $250,000; (11) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms); (12) that concerns a partnership or joint venture; (13) involving aggregate consideration liability in excess of $500,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (14) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (15) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. (A) Each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect; (iiB) the Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement; and (iiiC) as of the date hereof, to the Company’s knowledge, neither the Company nor any of the Company Subsidiaries knows of, or has received notice of, of any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement.. No benefits under any Company Significant Agreement will be increased, and no vesting of any benefits under any Company Significant Agreement will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, nor will the value of any of the benefits under any Company Significant Agreement be calculated on the basis of any of the transactions contemplated by this Agreement. As of the date of this Agreement, no party to a Company Significant Agreement has provided notice to the Company or any Company Subsidiary that it intends to terminate a Company Significant Agreement, or not renew such agreement at the expiration of the current term

Commitments and Contracts. The Company has Previously Disclosed or provided to Purchaser the Investor true, correct and complete copies of of, each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-S- K to be performed in whole or in part after the date of this Agreement; (2) any contract or agreement which limits the freedom of the Company or any of the Company Subsidiaries to compete in any line of business; (3) any material contract or agreement with a labor union or guild (including any collective bargaining agreement); (4) any contract or agreement which grants any person Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries; (45) any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations, including continuing material indemnity obligations, of the Company or any of the Company Subsidiaries; (6) any contract or agreement which is a consulting agreement or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $250,000 or more in annual fees; (7) any contract or agreement that contains a “change of control”, assignment or similar clause that would be triggered by the transactions contemplated herein; and (5) 8) any contract pursuant or agreement which obligates the Company to which manage any benefit thereunder would be accelerated or increased or any gaming assets on behalf of the rights or obligations of the parties thereunder would be otherwise changed or affected, by the transactions contemplated hereby or by the Public Offeringan unrelated third party. Except as Previously Disclosed: (iA) each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect; (iiB) the Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement; and (iiiC) as of the date hereof, neither the Company nor any of the Company Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. To the Company’s knowledge as of the date hereof, except as Previously Disclosed, there are no material transactions, or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions, between the Company or any Company Subsidiary, on the one hand, and any current or former director or executive officer of the Company or any Company Subsidiary or any Person who beneficially owns 5% or more of the outstanding shares of Common Stock (or any of such Person’s immediate family members or Affiliates (other than Company Subsidiaries)), on the other hand, other than Benefit Plans entered into in the ordinary course of business.

Commitments and Contracts. The Schedule 2.2(l) of the Company Disclosure Schedule sets forth a true, correct and complete list of, and the Company has Previously Disclosed or provided to Purchaser true, correct and complete copies of of, each of the following contracts and agreements to which the Company or any Company Subsidiary is a party or subject (each such contract and agreement, whether written or oral, express or implied) (eachnot so listed on such Schedule, a “Company Significant AgreementMaterial Contract”): (1a) any contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K under the Securities Act to be performed in whole or in part after the date of this Agreement; (2b) any contract or agreement which limits the freedom ability of the Company or any of the Company Subsidiaries or any Affiliates of the Company to compete in any line of businessbusiness or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary may carry on its business (other than as may be required by law or applicable regulatory authorities); (3c) any material joint venture, partnership, strategic alliance, or other similar contract; (d) any contract or agreement which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries; (4) any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract or agreement contains continuing any outstanding material obligationsobligations or rights, including continuing material contingent obligations or rights and indemnity obligationsobligations or rights, of the Company or any of the Company Subsidiaries; and; (5e) any contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (f) any contract pursuant to which any benefit thereunder would be accelerated or increased or any of the rights or obligations of the parties thereunder would be otherwise changed or affected, by the transactions contemplated hereby hereby; and (g) any contract that would reasonably be expected to prevent, materially delay, or materially impede the Company’s ability to consummate the transactions contemplated by this Agreement or the Public OfferingAncillary Transaction Documents. Except as Previously Disclosed: (iA) each of the Company Significant Agreements Material Contracts is (x) valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effecteffect and (y) enforceable against the Company or the Company Subsidiary, as applicable, and, to the knowledge of the Company, the counterparty thereto (except as may be limited by the Enforceability Exceptions); (iiB) with respect to each Material Contract, the Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects with and have performed in all material respects all obligations required to be performed by them to date such person under each Company Significant Agreementsuch Material Contract; and (iiiC) as to the knowledge of the date hereofCompany, neither each counterparty thereto is in compliance in all material respects with and has performed in all material respects all obligations required to be performed by such counterparty under such Material Contract. Neither the Company nor any of the Company Subsidiaries knows of, or Subsidiary has received or delivered any written notice of, of cancellation or termination of any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant AgreementMaterial Contract.

Commitments and Contracts. The Company has Previously Disclosed or provided to Purchaser the Investor true, correct and complete copies of of, each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K to be performed in whole or in part after the date of this Agreement; (2) any contract or agreement which limits the freedom of the Company or any of the Company Subsidiaries to compete in any line of business; (3) any material contract or agreement with a labor union or guild (including any collective bargaining agreement); (4) any contract or agreement which grants any person Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries; (45) any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations, including continuing material indemnity obligations, of the Company or any of the Company Subsidiaries; (6) any contract or agreement which is a consulting agreement or service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $250,000 or more in annual fees; (7) any contract or agreement that contains a “change of control”, assignment or similar clause that would be triggered by the transactions contemplated herein; and (5) 8) any contract pursuant or agreement which obligates the Company to which manage any benefit thereunder would be accelerated or increased or any gaming assets on behalf of the rights or obligations of the parties thereunder would be otherwise changed or affected, by the transactions contemplated hereby or by the Public Offeringan unrelated third party. Except as Previously Disclosed: (iA) each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect; (iiB) the Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement; and (iiiC) as of the date hereof, neither the Company nor any of the Company Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. To the Company’s knowledge as of the date hereof, except as Previously Disclosed, there are no material transactions, or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions, between the Company or any Company Subsidiary, on the one hand, and any current or former director or executive officer of the Company or any Company Subsidiary or any Person who beneficially owns 5% or more of the outstanding shares of Common Stock (or any of such Person’s immediate family members or Affiliates (other than Company Subsidiaries)), on the other hand, other than Benefit Plans entered into in the ordinary course of business.

Commitments and Contracts. The Company has Previously Disclosed or provided to Purchaser the Investors true, correct and complete copies of of, each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (1) any contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K to be performed in whole or in part after the date of this Agreement; (2) any contract or agreement which limits the freedom of the Company or any of the Company Subsidiaries to compete in any line of business; (3) any material contract or agreement with a labor union or guild (including any collective bargaining agreement); (4) any contract or agreement which grants any person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company or the Company Subsidiaries; (45) any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations, including continuing material indemnity obligations, of the Company or any of the Company Subsidiaries; and (56) any contract pursuant to or agreement which any benefit thereunder would be accelerated is a consulting agreement or increased service contract (including data processing, software programming and licensing contracts and outsourcing contracts) which involves the payment of $50 million or any of the rights or obligations of the parties thereunder would be otherwise changed or affected, by the transactions contemplated hereby or by the Public Offeringmore in annual fees. Except as Previously Disclosed: (i) each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect; (ii) the Company and each of the Company Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Significant Agreement; and (iii) as of the date hereof, neither the Company nor any of the Company Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. To the Company’s knowledge as of the date hereof, except as Previously Disclosed, there are no material transactions, or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed material transactions, or series of related transactions, between the Company or any Company Subsidiary, on the one hand, and any current or former director or executive officer of the Company or any Company Subsidiary or any person who beneficially owns 5% or more of the outstanding shares of Common Stock (or any of such person’s immediate family members or Affiliates (other than Company Subsidiaries), on the other hand, other than Benefit Plans entered into in the ordinary course of business.