Common use of Commitments and Contracts Clause in Contracts

Commitments and Contracts. The Company has Previously Disclosed, disclosed in a Specified SEC Report or made available to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of, and listed on Section 2.2(k) of the Disclosure Schedule, each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) as of the date of this Agreement (each, a “Significant Agreement”): (1) any contract containing covenants that limit in any material respect the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or which involve any material 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; (2) 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, or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing indemnity obligations of the Company or any of the Company Subsidiaries; (3) any real property lease and any other lease with annual rental payments aggregating $100,000 or more; (4) other than with respect to loans, any contract providing for, or reasonably likely to result in, the receipt or expenditure of more than $100,000 on an annual basis, including the payment or receipt of royalties or other amounts calculated based upon revenues or income; (5) any contract or arrangement under which the Company or any of the Company Subsidiaries is licensed or otherwise permitted by a third party to use any Intellectual Property (as defined in Section 2.2(v)) 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 Company Subsidiaries; (6) any contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (7) any standstill or similar agreement pursuant to which any party has agreed not to acquire assets or securities of another person; (8) 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 and the other Transaction Documents; (9) any contract providing for indemnification by the Company or any Company Subsidiary of any person, except for immaterial contracts entered into in the ordinary course of business consistent with past practice; (10) 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 applicable, any equity interests or assets that have a fair market value or purchase price of more than $100,000; and (11) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. As of the date of this Agreement, each of the Significant Agreements is valid and binding on the Company and/or the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance with and have performed all obligations required to be performed by them to date under each Company Significant Agreement, except where the failure to be in compliance or perform would not reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any of the Company Subsidiaries knows of, or has received written notice of, any 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 Significant Agreement which would reasonably be expected to result in a Material Adverse Effect on the Company. No party to a Significant Agreement has provided written 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. Consummation of the transactions contemplated by this Agreement or the other Transaction Documents will not violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, any Significant Agreement of the Company or any Company Subsidiary, except for such violations, conflicts and breaches as would not reasonably likely be expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company. As of the date of this Agreement, there are no related party transactions that the Company would be required to disclose under Item 404 of Regulation S-K that have not been Previously Disclosed or disclosed in a Specified SEC Report.

Commitments and Contracts. The Company has Previously Disclosed, disclosed in a Specified SEC Report or made available to (1) Section 2.2(k)(1) of the Investor or its representatives, prior to the date hereof, Disclosure Schedule includes true, correct, and complete copies of, and listed on Section 2.2(k) of the Disclosure Schedule, each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) as of the date of this Agreement (each, a “Company Significant Agreement”): (1i) 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 or employee (other than those that are terminable at will by the Company or such Company Subsidiary); (ii) any material plan, contract or understanding providing for any bonus, pension, equity-based compensation, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director or employee; (iii) any contract containing covenants that limit in any material respect the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or which involve any material 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 would require the disposition of any material assets or line of business of the Company or any Company Subsidiary; (2iv) any joint venture, partnership, strategic alliance, 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 or contains continuing material indemnity obligations of the Company or any of the Company Subsidiaries; (3v) any real indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money of the deferred purchase price of property lease and any other lease with annual rental payments aggregating in excess of $100,000 (in either case, whether incurred, assumed, guaranteed or moresecured by an asset); (4vi) other than with respect to loans, any contract providing for, or reasonably likely to result in, the receipt or expenditure agreement that creates future payment obligations in excess of more than $100,000 on an annual basis, including in the payment or receipt of royalties or other amounts calculated based upon revenues or income; (5) any contract or arrangement under aggregate and which the Company or any of the Company Subsidiaries is licensed or otherwise permitted by a third party to use any Intellectual Property (as defined in Section 2.2(v)) 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 Company Subsidiaries; (6) any contract that by its terms limits the payment does not terminate or is not terminable without penalty upon notice of dividends 180 days or other distributions by the Company or any Company Subsidiary; (7) any standstill or similar agreement pursuant to which any party has agreed not to acquire assets or securities of another person; (8) 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 and the other Transaction Documents; (9) any contract providing for indemnification by the Company or any Company Subsidiary of any person, except for immaterial contracts entered into in the ordinary course of business consistent with past practice; (10) 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 applicable, any equity interests or assets that have a fair market value or purchase price of more than $100,000less; and (11vii) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. As K. (2) Except as set forth on Section 2.2(k)(2) of the date of this AgreementDisclosure Schedule, each of the Company Significant Agreements is valid and binding on the Company and/or and the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance 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, except where the failure to be in compliance or perform would not reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any of the Company Subsidiaries knows of, or has received written notice of, of any 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 which would reasonably be expected to result in a Material Adverse Effect on the CompanyAgreement. No party to a Company Significant Agreement has provided written notice to the Company or any Company Subsidiary that it intends to terminate a Company Significant Agreement or not renew such agreement Company Significant Agreement at the expiration of the current term. Consummation of the transactions . (3) Other than those contemplated by this Agreement the Transactions, there are no transactions or the other Transaction Documents will not violateseries of related transactions, conflict withagreements, arrangements or understandings, nor are there any currently proposed transactions, or result in a breach series of related transactions between the Company or any provision ofCompany Subsidiaries, or constitute a default (or an event whichon the one hand, with notice or lapse of time or both, would constitute a default) under, or result in and the termination of, or accelerate the performance required by, or result in a right of termination or acceleration ofCompany, any Significant Agreement current or former director or executive officer of the Company or any Company SubsidiarySubsidiaries or any person that acquires direct or indirect ownership or control (as such term is defined in the BHC Act) of five percent (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, except for such violations, conflicts and breaches as would not reasonably likely be expected to result, individually deposit relationships or loan transactions arising in the aggregate, in a Material Adverse Effect on the Company. As ordinary course of the date of this Agreement, there are no related party transactions that the Company would be required to disclose under Item 404 of Regulation S-K that have not been Previously Disclosed or disclosed in a Specified SEC Reportbusiness.

Commitments and Contracts. The (a) Neither the Company has Previously Disclosed, disclosed in a Specified SEC Report or made available to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of, and listed on Section 2.2(k) nor any of the Disclosure Schedule, each of the following to which the Company or any Company Subsidiary Subsidiaries is a party to or otherwise subject to or bound by: (whether written i) any employment, deferred compensation, bonus or oralconsulting contract that (A) has a remaining term, express or implied) as of the date of this Agreement (eachAgreement, a “Significant Agreement”): (1) any contract containing covenants that limit of more than one year in any material respect length of obligation on the ability part of the Company or any of the Company Subsidiary to compete Subsidiaries and is not terminable by the Company or any of the Company Subsidiaries within one year without penalty or (B) requires payment by the Company or any of the Company Subsidiaries of $100,000 or more per annum; (ii) any advertising, brokerage, distributor, representative or agency relationship or contract requiring payment by the Company or any of the Company Subsidiaries of $500,000 or more per annum; (iii) any contract or agreement that restricts the Company or any of the Company Subsidiaries (or would restrict the Company, any Affiliate of the Company or any of the Company Subsidiaries upon consummation of the Transaction) from competing in any line of business or with any person bank, corporation, partnership, limited liability company or which involve any material restriction of the geographical area in whichother organization, whether incorporated or unincorporated, or method by which other person; (iv) any contract or with whom, agreement that obligates the Company or any of the Company Subsidiary may carry Subsidiaries to conduct business on its an exclusive or preferential basis with any third party or, upon consummation of the Transaction, will obligate the Company or any of the Company Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material; (other than v) any lease of real or personal tangible property providing for annual lease payments by or to the Company or any of the Company Subsidiaries in excess of $500,000 per annum; (vi) any material license agreement granting any right to use or practice any right under any material Intellectual Property (whether as may be required by law licensor or applicable regulatory authoritieslicensee), and any contract that could require the disposition of any material assets or line excluding ordinary course of business customer contracts; (vii) any agreement in which the Company or any of the Company Subsidiaries covenanted not to assert any right in any Intellectual Property to a third party, excluding customer contracts in ordinary course of business and confidentiality agreements; (viii) any stock purchase, stock option, stock bonus, stock ownership, profit sharing, group insurance, bonus, deferred compensation, severance pay, pension, retirement, savings or other incentive, welfare or employment plan or material agreement providing benefits to any present or former employees, officers or directors of the Company or any Company Subsidiary; (2ix) any joint venture, partnership, strategic alliance, contract or other similar contract agreement with or to a labor union or guild (including any franchising collective bargaining agreement); (x) any agreement to acquire equipment or any commitment to make capital expenditures of $500,000 or more; (xi) other than agreements entered into in the ordinary course of business, but in any event excluding introducing broker agreements), and any contract relating to agreement for the acquisition or disposition sale of any material business property or assets in which the Company or any Company Subsidiary has an ownership interest or for the grant of any lien, pledge or other encumbrance on any such property or asset; (xii) any agreement for the borrowing of any money and any guaranty agreement; (xiii) any partnership or joint venture agreement; (xiv) any material assets agreement which would be terminable other than by the Company or any Company Subsidiary as a result of the consummation of the transactions contemplated by this Agreement; (whether xv) other than agreements entered into in the ordinary course of business, any other agreement of any other kind which involves future payments or receipts or performances of services or delivery of items requiring payment of $500,000 or more to or by mergerthe Company or any Company Subsidiary; or (xvi) any other contract or agreement that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company Reports filed prior to the date hereof. Each contract, sale arrangement, commitment or understanding of stock the type described in this Section 3.9(a) is referred to as a “Company Contract.” (b) The Company has publicly disclosed in the Company Reports filed with the SEC, or assetshas provided to Purchasers prior to the date hereof or will promptly provide for review during the due diligence period (by hard copy, electronic data room or otherwise), which acquisition true, correct and complete copies of, each Company Contract. Each Company Contract is in full force and effect and enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or disposition is not yet complete affecting creditors’ rights or where such contract contains continuing material obligations to general equity principles. No event or contains continuing indemnity obligations condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the Company or any of the Company Subsidiaries; (3) any real property lease and Subsidiaries or, to the Company’s knowledge, any other lease with annual rental payments aggregating $100,000 or more; (4) other than party thereto under any such Company Contract. There are no disputes pending or, to Company’s knowledge, threatened with respect to loans, any contract providing for, or reasonably likely to result in, the receipt or expenditure of more than $100,000 on an annual basis, including the payment or receipt of royalties or other amounts calculated based upon revenues or income; (5) any contract or arrangement under which the Company or any of the Company Subsidiaries is licensed or otherwise permitted by a third party to use any Intellectual Property (as defined in Section 2.2(v)) 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 Company Subsidiaries; (6) any contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (7) any standstill or similar agreement pursuant to which any party has agreed not to acquire assets or securities of another person; (8) 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 and the other Transaction Documents; (9) any contract providing for indemnification by the Company or any Company Subsidiary of any person, except for immaterial contracts entered into in the ordinary course of business consistent with past practice; (10) 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 applicable, any equity interests or assets that have a fair market value or purchase price of more than $100,000; and (11) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. As of the date of this Agreement, each of the Significant Agreements is valid and binding on the Company and/or the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance with and have performed all obligations required to be performed by them to date under each Company Significant Agreement, except where the failure to be in compliance or perform would not reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any of the Company Subsidiaries knows of, or has received written notice of, any 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 Significant Agreement which would reasonably be expected to result in a Material Adverse Effect on the Company. No party to a Significant Agreement has provided written 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. Consummation of the transactions contemplated by this Agreement or the other Transaction Documents will not violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, any Significant Agreement of the Company or any Company Subsidiary, except for such violations, conflicts and breaches as would not reasonably likely be expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company. As of the date of this Agreement, there are no related party transactions that the Company would be required to disclose under Item 404 of Regulation S-K that have not been Previously Disclosed or disclosed in a Specified SEC ReportContract.

Commitments and Contracts. The Company has Previously Disclosed, disclosed in a Specified SEC Report or made available to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of, and listed on Section 2.2(k2.2(j) of the Disclosure Schedule, each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) as of the date of this Agreement (each, a “Significant Agreement”): (1) any contract containing covenants that limit in any material respect the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or which involve any material 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; (2) 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, or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing indemnity obligations of the Company or any of the Company Subsidiaries; (3) any real property lease and any other lease with annual rental payments aggregating $100,000 or more; (4) other than with respect to loans, any contract providing for, or reasonably likely to result in, the receipt or expenditure of more than $100,000 250,000 on an annual basis, including the payment or receipt of royalties or other amounts calculated based upon revenues or income; (5) any contract or arrangement under which the Company or any of the Company Subsidiaries is licensed or otherwise permitted by a third party to use any Intellectual Property (as defined in Section 2.2(v2.2(u)) 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 Company Subsidiaries; (6) any contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (7) any standstill or similar agreement pursuant to which any party has agreed not to acquire assets or securities of another person; (8) 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 and the other Transaction Documents; (9) any contract providing for indemnification by the Company or any Company Subsidiary of any person, except for immaterial contracts entered into in the ordinary course of business consistent with past practicepractice and with respect to which the Company would not reasonably anticipate any such indemnification obligation having or resulting in a Material Adverse Effect on the Company; (10) 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 applicable, any equity interests or assets that have a fair market value or purchase price of more than $100,000250,000; and (11) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. As of the date of this Agreement, each of the Significant Agreements is valid and binding on the Company and/or the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance with and have performed all obligations required to be performed by them to date under each Company Significant Agreement, except where the failure to be in compliance or perform would not reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any of the Company Subsidiaries knows of, or has received written notice of, any 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 Significant Agreement which would reasonably be expected to result in a Material Adverse Effect on the Company. No party to a Significant Agreement has provided written 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. Consummation of the transactions contemplated by this Agreement or the other Transaction Documents will not violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, any Significant Agreement of the Company or any Company Subsidiary, except for such violations, conflicts and breaches as would not reasonably likely be expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company. As of the date of this Agreement, there are no related party transactions that the Company would be required to disclose under Item 404 of Regulation S-K that have not been Previously Disclosed or disclosed in a Specified SEC Report.

Commitments and Contracts. The Company has Previously Disclosed, Except as previously disclosed in a Specified SEC Report or made available writing to the Investor or its representativesBrouxxxxx, prior to the date hereof, true, correct, and complete copies of, and listed on Section 2.2(k) of the Disclosure Schedule, each of the following to which xxither the Company or nor any Company Subsidiary is a party or subject to any of the following (whether written or oral, express or implied) as of the date of this Agreement (each, a “Significant Agreement”): (1i) any 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 which are terminable at will by the Company or the applicable Subsidiary); (ii) any plan, contract or understanding providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar understandings with respect to any present or former officer, director or consultant; (iii) any contract or agreement with any labor union; (iv) any contract not made in the ordinary course of business containing covenants that limit in any material respect limiting the ability freedom of the Company or any Company a Subsidiary to compete in any line of business or with any person or which involve involving any material restriction of the geographical area in which, or method by which or with whomwhich, the Company or any Company a Subsidiary may will carry on its business (other than as may be required by law or applicable regulatory authorities); (v) any lease, and agreement or other contract or series of related contracts requiring annual rental payments or payments aggregating $50,000 or more; (vi) any contract agreement for the purchase or sale of materials, supplies, equipment, merchandise or service that could require contain an escalation, renegotiation or redetermination clause or that obligate the disposition Company or any Subsidiary to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (vii) any agreement for the sale of any material of the assets or line of business properties of the Company or any Company Subsidiary; (2) 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, or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing indemnity obligations of the Company or any of the Company Subsidiaries; (3) any real property lease and any other lease with annual rental payments aggregating $100,000 or more; (4) Subsidiary other than with respect to loans, any contract providing for, or reasonably likely to result in, the receipt or expenditure of more than $100,000 on an annual basis, including the payment or receipt of royalties or other amounts calculated based upon revenues or income; (5) any contract or arrangement under which the Company or any of the Company Subsidiaries is licensed or otherwise permitted by a third party to use any Intellectual Property (as defined in Section 2.2(v)) 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 Company Subsidiaries; (6) any contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (7) any standstill or similar agreement pursuant to which any party has agreed not to acquire assets or securities of another person; (8) 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 and the other Transaction Documents; (9) any contract providing for indemnification by the Company or any Company Subsidiary of any person, except for immaterial contracts entered into in the ordinary course of business consistent with past practiceor for the grant to any person of any options, rights of first refusal or preferential or similar rights to purchase any such assets or properties; (10viii) any contract that contains a putagreement of surety, callguarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (ix) any agreement with customers or supplier for the sharing of fees, slotting fees, the rebating of charges or other similar right pursuant arrangements; (x) any agreement relating to which the acquisition by the Company or any Company Subsidiary could be required of any operating business or the capital stock of any other person; (xi) any agreement or note relating to purchase or sell, as applicable, any equity interests or assets that have a fair market value or purchase price of more than $100,000evidencing outstanding indebtedness for borrowed money; and (11xii) any other contract or material agreement which is a “not made in the ordinary course of business. True and complete copies of all the contracts described above and other material contract” within the meaning agreements (and all amendments, waivers or other modifications thereto) have been furnished to Brouxxxxx. Xach of Item 601(b)(10) of Regulation S-K. As of the date of this Agreementsuch contacts is valid, each of the Significant Agreements is valid and binding on the Company and/or the Company Subsidiariessubsisting, as applicable, and in full force and effect. The Company , and each the Company, and the applicable Subsidiary, if any, is not in default under any of them, nor, to the best knowledge of the Company Subsidiariesand its Subsidiaries is any other party to any such contract or other agreement in default thereunder, as applicable, are in compliance with and have performed all obligations required to be performed by them to date under each Company Significant Agreement, except where the failure to be in compliance or perform would not reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any of the Company Subsidiaries knows of, or has received written notice of, any violation or default (or does 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 Significant Agreement which would reasonably be expected to result in a Material Adverse Effect on the Company. No party to a Significant Agreement has provided written notice to the Company or any Company Subsidiary exist that it intends to terminate a Company Significant Agreement or not renew such agreement at the expiration of the current term. Consummation of the transactions contemplated by this Agreement or the other Transaction Documents will not violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, both would constitute a default) underdefault thereunder, or result except, in the termination ofeach case, or accelerate the performance required by, or result in a right of termination or acceleration of, any Significant Agreement of the Company or any Company Subsidiary, except for such violations, conflicts and breaches defaults as would not reasonably likely be expected to resultnot, individually or in the aggregate, in have a Material Adverse Effect material adverse effect on the Company. As business of the date of this Agreement, there are no related party transactions that the Company would be required to disclose under Item 404 of Regulation S-K that have not been Previously Disclosed or disclosed in a Specified SEC Reportany Subsidiary.

Commitments and Contracts. The Company has Except as Previously Disclosed, disclosed in a Specified SEC Report or made available to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of, and listed on Section 2.2(k) of the Disclosure Schedule, each of the following there is no agreement to which the Company or any Company Subsidiary is a party party: which provides for the employment of any officer, individual employee or subject other person relating to the Company on a full-time, part-time, consulting or other basis or relating to loans to members, managers, officers, directors or affiliates of the Company; under which the Company has advanced or loaned or agreed to advance or loan to any other person amounts exceeding $50,000 in the aggregate, other than (whether written 1) from the Company in the ordinary course of business, and (2) in connection with the construction of stores pursuant to a lease agreement in the ordinary course of business, which is set forth on Section 3.2(g)(3) of the Company's Disclosure Schedule; relating to borrowed money or oralother indebtedness or the mortgaging, express pledging or implied) otherwise placing a Lien on any material asset or material group of assets of the Company; under which the Company guarantees, endorses or otherwise becomes or is contingently liable upon the liability of any other person (other than by endorsements of instruments in the ordinary course of collection); under which the Company is lessee of or holds or operates any property, real or personal, owned by any other person, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000; under which the Company is lessor of or permits any other person to hold or operate any property, real or personal, owned or controlled by the Company (other than immaterial rights of way, easements, covenants or similar rights to real property); that is a settlement, conciliation or similar agreement requiring payment as of or after the execution date of this Agreement of consideration in excess of $100,000; relating to any intangible property, including any (eachi) patents, a “Significant Agreement”): inventions, trademarks, trade names, industrial designs, trade secrets, and proprietary know how, technology, technical data and customer lists, and all documentation relating to any of the foregoing; (1ii) proprietary business, technical and know-how information; (iii) works of authorship (including computer programs, source code, object code, whether embodied in software, firmware or otherwise); (iv) URLs and domain names; and (v) any contract containing covenants that limit in similar or equivalent property of any material respect the ability of the foregoing (as applicable) (collectively, "Intellectual Property") used by the Company in the conduct of its business, or any Company Subsidiary other agreements affecting the Company's ability to compete in use or disclose any line such Intellectual Property; which has a term of business or with any person or which involve any material restriction of the geographical area in which, or method more than one year and is not terminable by which or with whom, the Company or any Company Subsidiary may carry on its business upon less than 30 days' notice without material penalty and involves a consideration in excess of $100,000 in the aggregate annually; which involves a consideration in excess of $250,000 in the aggregate annually (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; (2) 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, or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing indemnity obligations of the Company or any of the Company Subsidiaries; (3) any real property lease and any other lease with annual rental payments aggregating $100,000 or more; (4) other than with respect to loans, any contract providing for, or reasonably likely to result in, the receipt or expenditure of more than $100,000 on an annual basis, including the payment or receipt of royalties or other amounts calculated based upon revenues or income; (5) any contract or arrangement under which the Company or any of the Company Subsidiaries is licensed or otherwise permitted by a third party to use any Intellectual Property (as defined in Section 2.2(v)) that is material to its business (except purchase orders 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 Company Subsidiaries; (6) any contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (7) any standstill or similar agreement pursuant to which any party has agreed not to acquire assets or securities of another person; (8) 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 and the other Transaction Documents; (9) any contract providing for indemnification by the Company or any Company Subsidiary of any person, except for immaterial contracts entered into inventory in the ordinary course of business consistent with past practice; (10) practices of the Company); under which any contract that contains a put, callof the benefits to any party will be increased, or similar right pursuant the vesting of the benefits to which any party will be accelerated, by the Company occurrence of any of the Investment or any Company Subsidiary could be required to purchase the other transactions contemplated by this Agreement; or sellwhich, as applicableof the date hereof, any equity interests or assets that have a fair market value or purchase price of more than $100,000; and (11i) any other contract or agreement which is a “"material contract” within the meaning of " (as such term is defined in Item 601(b)(10) of Regulation S-K. As K of the date SEC), or (ii) would prohibit or materially delay the consummation of the Investment or any of the other transactions contemplated hereby. Each contract of the type described above in this AgreementSection 3.2(k) is referred to herein as a "Company Material Contract." Assuming due authorization, execution, delivery and performance by the other parties thereto, each Company Material Contract is valid, binding and enforceable by or against the Company, in accordance with its respective terms (except that (A) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Significant Agreements is valid and binding on the Company and/or the Company Subsidiaries, as applicable, and in full force and effectcourt before which any proceeding therefor may be brought). The Company and With respect to each of the Company SubsidiariesMaterial Contracts, as applicable, are in compliance with and have performed all obligations required to be performed by them to date under each Company Significant Agreement, except where the failure to be in compliance or perform would not reasonably be expected to result in a Material Adverse Effect on knowledge of the Company. Neither the Company nor any of the Company Subsidiaries knows of, no event or has received written notice of, any violation condition presently exists that constitutes a material default 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) material breach by any party under any Significant Agreement which would reasonably be expected to result in a Material Adverse Effect on the Company. No party to a Significant Agreement has provided written 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. Consummation of the transactions contemplated by this Agreement or the other Transaction Documents will not violateparty thereto or, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with after notice or lapse of time or both, would constitute a default) under, material default or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, any Significant Agreement of material breach by the Company or any other party thereto. The Company Subsidiaryhas delivered or made available to the Investor for review, except for such violations, conflicts and breaches as would not reasonably likely be expected prior to result, individually or in the aggregate, in a Material Adverse Effect on the Company. As of the date execution of this Agreement, there are no related party transactions that true and complete copies of all of the Company would be Material Contracts required to disclose under Item 404 be disclosed on Section 3.2(k) of Regulation S-K that have the Company's Disclosure Schedule, which are not been Previously Disclosed filed as exhibits to the Company Reports and the Company Material Contracts required to be disclosed on Section 3.2(k) of the Company's Disclosure Schedule or disclosed in a Specified SEC Reportfiled as exhibits to the Company Reports are true and complete copies of such contracts.

Commitments and Contracts. The Company has Previously DisclosedDisclosed or has provided (by hard copy, disclosed in a Specified SEC Report electronic data room or made available otherwise) to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of, and listed on Section 2.2(k) of the Disclosure Schedule, each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) as of the date of this Agreement (each, a “Company Significant Agreement”): (1) any labor contract or agreement with any labor union; (2) any contract or agreement which grants any person a right of first refusal, right of first offer, put, call 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 in any material respect the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or which involve any material 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; (24) 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, or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing indemnity and/or repurchase obligations of the Company or any of the Company Subsidiaries; (35) any real property lease and any other lease with annual rental payments aggregating $100,000 1,000,000 or more; (46) other than with respect to loans, any contract providing for, or reasonably likely to result in, the receipt or expenditure of more than $100,000 750,000 on an annual basis, including the payment or receipt of royalties or other amounts calculated based upon revenues or income; (57) any contract or arrangement under which the Company or any of the Company Subsidiaries is licensed or otherwise permitted by a third party to use any Intellectual Property (as defined in Section 2.2(v)) 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 Company Subsidiaries; (6) 8) any contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (79) any standstill or similar agreement pursuant to which any party has agreed not to acquire assets or securities of another person; (8) any contract that would reasonably be expected to prevent, materially delay, delay or materially impede the Company’s ability to consummate the transactions contemplated by this Agreement and the other Transaction Documents; (910) any contract providing for indemnification by the Company or any Company Subsidiary of any person, except for immaterial contracts entered into in the ordinary course of business consistent with past practice; (1011) 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; (12) 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; (13) any contract with any Governmental Entity that contains a put, call, imposes any material obligation or similar right pursuant to which restriction on the Company or the Company Subsidiaries; (14) any Company Subsidiary could be required settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $250,000; (15) any contract relating to purchase indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or sellinterest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, as applicablebut in any event excluding trade payables, any equity interests or assets that have a fair market value or purchase price securities transactions and brokerage agreements arising in the ordinary course of more than business consistent with past practice, intercompany indebtedness and immaterial leases for office equipment) in excess of $100,000750,000, except for those issued in the ordinary course of business; and (1116) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. As Each of the date of this Agreement, each of the Company Significant Agreements is valid and binding on the Company and/or and the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance 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, except where the failure to be in compliance or perform would not reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any of the Company Subsidiaries knows of, or has received written 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 Significant Agreement which would reasonably be expected to result in a Material Adverse Effect on the Company. No party to a Significant Agreement has provided written 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 termAgreement. Consummation of the transactions Other than as contemplated by this Agreement the Hxxx Agreements, there are no transactions or the other Transaction Documents will not violateseries of related transactions, conflict withagreements, arrangements or understandings, nor are there any currently proposed transactions, or result in a breach series of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, any Significant Agreement of related transactions between the Company or any Company Subsidiary, except for such violations, conflicts and breaches as would not reasonably likely be expected to result, individually or in the aggregate, in a Material Adverse Effect on the one hand, and the Company. As , any Company Subsidiary, any current or former director or executive officer of the date Company or any Company Subsidiary or any person who Beneficially Owns 5% or more of this Agreementthe Common Shares (or any of such person’s immediate family members or Affiliates or any Affiliates of such immediate family members), there are no related party transactions that on the Company would be required to disclose under Item 404 of Regulation S-K that have not been Previously Disclosed or disclosed in a Specified SEC Reportother hand.

Commitments and Contracts. The Company has Previously Disclosed, disclosed in a Specified SEC Report or made available to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of, and listed on Section 2.2(k2.2(j) of the Disclosure Schedule, each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) as of the date of this Agreement (each, a “Significant Agreement”): (1) any contract containing covenants that limit in any material respect the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or which involve any material 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; (2) any joint venture, partnership, strategic alliance, 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, or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing indemnity obligations of the Company or any of the Company Subsidiaries; (3) any real property lease and any other lease with annual rental payments aggregating $100,000 or more; (4) other than with respect to loans, any contract providing for, or reasonably likely to result in, the receipt or expenditure of more than $100,000 250,000 on an annual basis, including the payment or receipt of royalties or other amounts calculated based upon revenues or income; (5) any contract or arrangement under which the Company or any of the Company Subsidiaries is licensed or otherwise permitted by a third party to use any Intellectual Property (as defined in Section 2.2(v)) 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 Company Subsidiaries; (6) any contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (7) any standstill or similar agreement pursuant to which any party has agreed not to acquire assets or securities of another person; (8) 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 and the other Transaction Documents; (9) any contract providing for indemnification by the Company or any Company Subsidiary of any person, except for immaterial contracts entered into in the ordinary course of business consistent with past practicepractice and with respect to which the Company would not reasonably anticipate any such indemnification obligation having or resulting in a Material Adverse Effect on the Company; (10) any contract that contains a put, call, call or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, as applicable, any equity interests or assets that have a fair market value or purchase price of more than $100,000250,000; and (11) any other contract or agreement which that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. As of the date of this Agreement, each of the Significant Agreements is valid and binding on the Company and/or the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance with and have performed all obligations required to be performed by them to date under each Company Significant Agreement, except where the failure to be in compliance or perform would not reasonably be expected to result in a Material Adverse Effect on the Company. Neither To the knowledge of the Company, there has been no, and the Company nor any of the Company Subsidiaries knows of, or has not received written notice of, any 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 Significant Agreement which that would reasonably be expected to result in a Material Adverse Effect on the Company. No party to a Significant Agreement has provided written 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. Consummation of the transactions contemplated by this Agreement or the other Transaction Documents will not violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, any Significant Agreement of the Company or any Company Subsidiary, except for such violations, conflicts and breaches as would not reasonably likely be expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company. As of the date of this Agreement, there are no related party transactions that the Company would be required to disclose under Item 404 of Regulation S-K that have not been Previously Disclosed or disclosed in a Specified SEC Report.