Common use of Company Contracts Clause in Contracts

Company Contracts. (a) Schedule 4.13(a) sets forth a correct and complete list of the following contracts to which the Company is a party, by which the Company or any of its property is subject, or by which the Company is otherwise bound, whether oral or written (collectively, the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.15, the Company Benefit Plans set forth on Schedule 4.16 and the insurance policies set forth on Schedule 4.18): (i) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of the Company; (ii) all leases relating to the Leased Real Property or other leases or licenses involving any properties or assets (whether real, personal or mixed, tangible or intangible); (iii) all contracts and agreements that (A) limit or restrict the Company or any of its officers, managers, employees, members or other equity holders, agents or representatives (in their capacity as such) from engaging in any business or other activity in any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangement; or (C) otherwise restrict or limit the ability of the Company to operate or expand its Business; (iv) all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company of an amount in excess of $10,000, individually or in the aggregate; (v) all contracts and agreements that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof, or the Closing, or in connection with the transactions contemplated hereby; (vi) all contracts and agreements granting any Person a Lien on all or any part of any asset; (vii) all contracts and agreements for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (viii) all contracts and agreements granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets; (ix) all contracts and agreements with any agent, distributor or representative that are not terminable without penalty on thirty (30) days’ or less notice; and (x) all joint venture or partnership contracts and all other contracts providing for the sharing of any profits.

Company Contracts. (a) Schedule 4.13(a3.12(a) sets forth a correct and complete list list, as of the date hereof, of the following contracts Contracts currently in effect and to which the any Group Company is a party, by which the Company Group Companies or any property of its property any thereof is subject, or by which the Company is Group Companies are otherwise bound, whether oral or written bound (collectively, the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.15, the Company Employee Benefit Plans set forth on Schedule 4.16 and the insurance policies set forth on Schedule 4.183.16(a)): (i) all Contracts that individually require payments to or from any Group Company in excess of $100,000 on an annual basis; (ii) all Contracts between any Group Company, on the one hand, and a Major Customer or Major Supplier, on the other hand; (iii) any Contract for the employment of any employee employed by any Group Company that is not terminable at-will; (iv) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of the Companymoney; (iiv) all leases relating to the Leased Real Property Lease Documents or other leases or licenses involving any properties or assets (whether real, personal or mixed, tangible or intangible)) involving an annual commitment or payment of more than $100,000 by any Group Company; (iiivi) all contracts and agreements that (A) limit or restrict the Company or any of its officers, managers, employees, members or other equity holders, agents or representatives (in their capacity as such) from engaging in any business or other activity in any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangement; or (C) otherwise restrict or limit the ability of the Company to operate or expand its Business; (iv) all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company of an amount in excess of $10,000, individually or in the aggregate; (v) all contracts and agreements Contracts that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof, of this Agreement or the Closing, Closing or in connection with the transactions contemplated hereby; (vi) all contracts and agreements granting any Person a Lien on all or any part of any asset; (vii) all contracts joint venture or partnership contracts, cooperative agreements and agreements all other Contracts providing for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation sharing of any existing environmental condition or relating to the performance of any environmental audit or studyprofits; (viii) all contracts Contracts between any Group Company, on the one hand, and agreements granting to any Person an option member, stockholder, partner, officer, director, manager or a first refusal, first-offer employee or similar preferential right to purchase or acquire any assetsAffiliate of the foregoing on the other hand; (ix) all contracts and Contracts for pending, or with respect to agreements with entered into in the past five years, completed, dispositions of any agent, distributor or representative that are not terminable without penalty on thirty (30) days’ or less noticeassets having a value greater than $100,000 in the Ordinary Course; and (x) all joint venture Contracts (A) restricting any Group Company from engaging in or partnership contracts and all other contracts competing with any business or with any Person in any geographic area or during any period of time, (B) providing for exclusivity or any similar requirement, (C) granting “most favored nation” pricing or terms, (D) restricting or purporting to restrict the sharing ability of any profitsGroup Company to solicit or hire any person or (E) granting any right of first refusal, right of first negotiation or similar right. (b) Copies of the Company Contracts, including all amendments and modifications thereto, have been made available to Buyer. (c) Except as would not be material, individually or in the aggregate, to the Company or any of its Subsidiaries, all Contracts are in full force and effect and, to the Knowledge of the Company assuming the due authorization, execution and delivery by any other party thereto, are currently enforceable in all material respects against each Group Company party to such Contract and, to the Knowledge of the Company, as of the Closing will be, if not previously terminated or expired, enforceable in all material respects against the other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. Except as would not be material, individually or in the aggregate, to the Company or any of its Subsidiaries, there does not exist under any Contract, any event of default or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder as of the date hereof on the part of any Group Company, except as set forth on Schedule 3.12(c). No party to any Contract has given notice that it will exercise any termination rights with respect to such Contract and no party has given notice to the Company or any of its Affiliates of any material dispute with respect thereto, except for such notices as would not be material, individually or in the aggregate, to the Company or any of its Subsidiaries.

Company Contracts. (a) Schedule 4.13(a) 4.14 sets forth a correct and complete list of the following contracts Contracts, organized according to the relevant subsections of this Section 4.14 to which such Contracts are responsive, to which the Company or any Subsidiary of the Company is a party, by which the Company Company, any Subsidiary or any property of its property any thereof is subject, or by which the Company or any Subsidiary is otherwise bound, whether oral or written bound (collectively, the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.154.16(b), the Company Benefit Plans set forth on Schedule 4.16 4.17 and the insurance policies Insurance Contracts set forth on Schedule 4.184.19): (ia) all bonds, debentures, notes, loans, credit or loan agreements Contracts or loan commitments, mortgages, indentures, guarantees or other contracts Contracts relating to Indebtedness, the borrowing of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of the CompanyCompany or any Subsidiary; (iib) all leases relating to the Leased Real Property or other leases or licenses involving any properties or assets (whether real, personal or mixed, tangible or intangible); (iiic) all contracts and agreements Contracts that (Ai) limit or restrict the Company Company, its Subsidiaries or any of its their respective officers, directors, managers, employees, members or other equity holdersholders of Equity Securities, agents or representatives (in their capacity as such) from engaging in any business or other activity in any jurisdiction; (Bii) create or purport to create any exclusive or preferential relationship or arrangement; or (Ciii) otherwise restrict or limit the ability of the Company or its Subsidiaries to operate or expand the Business; (iii) limit the freedom of the Company or any of its BusinessSubsidiaries to solicit, hire, or employ any Person; or (v) contain a “most favored nation” provision. (d) all confidentiality Contracts; (ive) all contracts and agreements Contracts providing for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company or any Subsidiary of an amount in excess of $10,000, individually or in the aggregate50,000; (vf) all contracts and agreements Contracts that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof, or the Closing, or in connection with the transactions contemplated herebyTransactions; (vig) all contracts and agreements Contracts granting any Person a Lien on all or any part of any asset; (viih) all contracts and agreements Contracts for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental Environmental condition or relating to the performance of any environmental Environmental audit or study; (viiii) all contracts and agreements Contracts granting to any Person an option or a first refusal, first-offer Option or similar preferential right to purchase or acquire any assetsassets of the Company or any Subsidiary; (ixj) all contracts and agreements Contracts with any agent, distributor or representative that are is not terminable without penalty on thirty (30) days’ or less notice; and; (xk) all Contracts for the granting or receiving of a License, sublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment; (l) all Contracts and Licenses to which the Company or any Subsidiary is a party (i) with respect to Company Intellectual Property licensed or transferred to any third party (other than non-exclusive end-user licenses for Software in object code format granted in the Ordinary Course), (ii) pursuant to which a third party has licensed or transferred any Company Intellectual Property to the Company or any Subsidiary, or (iii) pursuant to which use, commercial exploitation, assignability or enforcement of any Company Intellectual Property owned by the Company or any of its Subsidiaries is limited, restricted or prohibited, including territorial restrictions, field of use limitations, covenants not to xxx and non-competition restrictions; (m) all joint venture or partnership contracts Contracts and all other contracts Contracts providing for the sharing of any profitsrevenue or profits earned by the Business, the Company, or any Subsidiary; (n) all Contracts entered into involving the sale or purchase of assets, or Equity Securities of any Person or a merger, consolidation, business combination or similar transaction; (o) all customer Contracts (excluding work orders and purchase orders individually providing revenue to the Company or any Subsidiary of an amount less than $50,000) for the provision of goods or services by the Company or any Subsidiary; (p) all supply Contracts (excluding work orders and purchase orders individually requiring the Company or any Subsidiary to spend an amount less than $50,000) for the provision of goods or services for the Company or any Subsidiary; (q) all outstanding powers of attorney empowering any Person to act on behalf of the Company or any Subsidiary; (r) any Government Contract; and (s) all existing Contracts (other than those described in subsections (a) through (r) of this Section 4.14) (i) involving an annual commitment or annual payment to or from the Company or any Subsidiary of more than $100,000 individually or (ii) that is material to the Company and its Subsidiaries, individually or in the aggregate. Correct and complete copies of all Company Contracts have been made available to the Purchaser. In the case of any oral Contracts, Schedule 4.14 identifies the oral agreement and the material terms thereof. The Company Contracts are legal, valid, binding and enforceable in accordance with their respective terms with respect to the Company or any Subsidiary, as applicable, and each other Person party to such Company Contracts, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. There is no existing default, violation or breach of the Company or any Subsidiary, as applicable, under any Company Contract (or event or condition that, with notice or lapse of time or both could constitute a default or breach) and, to the Knowledge of any Member, there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Company Contract. Neither the Company nor any Subsidiary is participating in any discussions or negotiations regarding modification of or amendment to any Company Contract or entry in any new Contract applicable to the Company, any Subsidiary or the real or personal property of the Company or any Subsidiary that would be a Company Contract. Each respective subsection of Schedule 4.14 identifies with an asterisk each Company Contract set forth therein that requires the consent of or notice to the other Person party thereto to avoid any breach, default or violation of such Contract in connection with the Transactions.

Company Contracts. (aPart 3.1(k) of the Disclosure Schedule 4.13(a) sets forth a correct and complete list of the following contracts Contracts to which the any Acquired Company is a party, by party and which are in any one or more of the Company or any of its property is subject, or by which the Company is otherwise bound, whether oral or written categories listed below (collectively, with the Core Service Contracts, the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.15, the Company Benefit Plans set forth on Schedule 4.16 and the insurance policies set forth on Schedule 4.18): (i) all bondsany joint venture agreement, debenturesoperating agreement, notesmanagement agreement, loanscost sharing agreement, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or partnership agreement (other contracts relating to than the borrowing Organizational Documents of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of the CompanyAcquired Companies); (ii) all leases relating any Contract related to the Leased Real Property an acquisition or divestiture of any corporation, partnership or other leases business organization or licenses involving division thereof or collection of assets constituting all or substantially all of a business or business unit by any properties or assets (whether real, personal or mixed, tangible or intangible)Acquired Company; (iii) all contracts and agreements that (A) limit any Contract for the purchase, sale or restrict the Company lease of tangible personal property, in each case with future required scheduled payments of $25,000 or any of its officers, managers, employees, members or other equity holders, agents or representatives (in their capacity as such) from engaging more in any business calendar year or other activity in any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangement; or (C) otherwise restrict or limit the ability of the Company to operate or expand its Business; (iv) all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company of an amount in excess of $10,000, individually or 50,000 in the aggregate; (iv) any employment, severance, retention, deferred compensation or consulting agreement with (A) any officer, director or employee of any Acquired Company or (B) any independent contractor of any Acquired Company expected to have a total annual compensation in excess of $150,000 for the fiscal year ending December 31, 2018; (v) all contracts and agreements that provide for an increased payment or benefitany Contract evidencing Indebtedness of such Company, or accelerated vestingunder which such Acquired Company has issued any note, upon the execution hereofbond, indenture, mortgage, security interest or other evidence of Indebtedness, or the Closinghas directly or indirectly guaranteed Indebtedness (other than capitalized leases), liabilities or in connection with the transactions contemplated herebyobligations of any Person; (vi) all contracts and agreements granting any Person a Lien Contract containing non-competition, non-solicitation or other material restrictive covenants binding on all or any part of the Acquired Companies or, to the Company’s Knowledge, any assetof their officers (other than those in favor of the Acquired Companies); (vii) all contracts and agreements for each Contract with the cleanupAcquired Companies’ top ten (10) vendors on a consolidated basis (based on the consolidated, abatement or other actions in connection with any Hazardous Materials, aggregate dollar amount of purchases of vendor product by the remediation of any existing environmental condition or relating to Acquired Companies during the performance of any environmental audit or studytwelve months ending on the Balance Sheet Date); (viii) all contracts and agreements granting to any Person Contract other than of a type described in subsections (i) through (vii) of this Section 3.1(k) involving (A) future payments by such Acquired Company, (B) performance of services by such Acquired Company with a value, or (C) receipt of goods or services by such Acquired Company with a value, in each of the foregoing cases, in excess of $750,000 on an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assetsannual basis; (ix) any Contract providing for an exclusive relationship or the purchase from a supplier of all contracts or substantially all of the requirements of any of the Acquired Companies of a particular product or service, including cell phone contracts, utilities, healthcare insurance, leases and agreements with any agent, distributor or representative that are not terminable without penalty on thirty (30) days’ or less notice; andthe like; (x) all joint venture any Contract between any Acquired Company and any referral source or partnership contracts third party payor, or any immediate family member of any of the foregoing, including, without limitation, any Contract involving any remuneration, compensation, donation, sponsorship or other payments by or to an Acquired Company and all other contracts providing the aforementioned parties, excluding, for the sharing avoidance of doubt Contracts with any profitsmedical directors of the Acquired Companies to serve in their capacity as such; (xi) any outstanding binding commitment to enter into any agreement of the type described in subsections (i) through (x) of this Section 3.1(k). The Acquired Companies are parties to all hospice core service contracts required by the Medicare conditions of participation or conditions of payment (collectively, the “Core Service Contracts”). True, correct and complete copies of the Company Contracts have been made available to Buyer (with the exception of the Core Service Contracts, which are to be provided to Buyer pursuant to Section 4.14(i)). Except as set forth on Part 3.1(k) of the Disclosure Schedule, (i) each Company Contract is in full force and effect, (ii) no Acquired Company is in breach of or default under any Company Contract in any material respect, and (iii) to the Knowledge of the Company, no counterparty is in breach of or default under any Company Contract in any material respect.

Company Contracts. (ai) Section 3.3(k)(i) of the Company Disclosure Schedule 4.13(a) sets forth identifies a correct complete and complete accurate list of all Contracts in effect as of the following contracts date of this Agreement, or, solely with respect to items 1 and 2 of Section 3.3(k)(i)(A) of the Company Disclosure Schedule, as of December 18, 2014, to which any member of the Company Group is a party, by which party that are in the Company or any of its property is subject, or by which the Company is otherwise bound, whether oral or written categories listed below (collectively, the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.15, the Company Benefit Plans set forth on Schedule 4.16 and the insurance policies set forth on Schedule 4.18): (iA) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing Contracts involving aggregate consideration in excess of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of the Company$100,000; (iiB) all leases relating any Contract (or group of related Contracts) for the lease of personal property from or to third parties providing for lease payments in excess of $100,000 per year; (C) any Contract (or group of related Contracts) for the purchase, sale or license of products by the Company or for the furnishing or receipt of services by the Company or client referrals to the Leased Real Property or other leases or licenses involving any properties or assets Company which involves contractual value of more than $100,000 (whether real, personal or mixed, tangible or intangiblebased on projections set forth under such Contract); (iiiD) all contracts and agreements that any Contract concerning the establishment or operation of a partnership, joint venture, or limited liability company; (AE) limit or restrict any Contract for the disposition of any significant portion of the assets of the Company or its Subsidiaries (other than sales of products in the ordinary course of business) or any agreement for the acquisition of its officersa material amount of the assets or a material business of any other entity (other than purchases of inventory in the ordinary course of business); (F) all employment agreements, managersunwritten and written, employeesand Contracts with independent contractors or consultants (or similar arrangements), members in each case, that are not cancelable at will (for any lawful reason or for no reason) without material penalty, payment obligation or other equity holders, agents liability or representatives without more than 90 days’ notice (in their capacity other than as sucha result of any obligations based on applicable Law outside of the United States); (G) from engaging in any business or other activity in Contract under which any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangement; or (C) otherwise restrict or limit the ability member of the Company to operate Group has borrowed any money or expand its Businessissued any note, bond, indenture, mortgage, security interest or other evidence of Debt or has directly or indirectly created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness, liabilities or other similar obligations on behalf of itself or of others, in each case involving a liability of the Company Group in excess of $100,000; (ivH) all contracts and agreements any Contract for capital expenditures or the acquisition or construction of fixed assets requiring for the payment by benefit and use of any member of the Company Group, the performance of an amount which involves consideration in excess of $10,000, individually or in the aggregate100,000; (vI) all contracts and agreements any Contract, judgment, order, writ, injunction, decree or award containing (1) a covenant not to compete or (2) any other restriction, in each case that provide for an increased payment or benefit, or accelerated vesting, upon materially impairs the execution hereof, or ability of any member of the Closing, or in connection with the transactions contemplated herebyCompany Group to freely conduct its business; (viJ) all contracts and agreements granting any Person a Lien on all Contract that purports to limit in any material respect either the type of business or the geographic area in which the Company Group or any part of its Affiliates (including, in accordance with the terms of the Contracts in effect on the date hereof, the Buyer or any assetof its Affiliates after the Closing Date) may engage in business; (viiK) all contracts any Contract that grants a third party “most favored nation” status or purports to require the Company Group or any of its Affiliates (including, in accordance with the terms of the Contracts in effect on the date hereof, the Buyer and agreements any of its Affiliates after the Closing Date) to offer a third party the same or better price for a product or service if the Company Group or such Affiliate offers a lower price for the cleanup, abatement same product or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating service to the performance of any environmental audit or study; (viii) all contracts and agreements granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets; (ix) all contracts and agreements with any agent, distributor or representative that are not terminable without penalty on thirty (30) days’ or less noticeanother third party; and (xL) all joint venture each Contract pursuant to which a member of the Company Group (i) is granted a license to use any material Intellectual Property owned by a third party (other than standard form Contracts granting rights to use commercially available software) or partnership contracts (ii) grants a third party a license to use any material Intellectual Property owned by the Company Group, in each case (i) or (ii) which Contract has a value of not less than $100,000. (ii) Except as set forth in Section 3.2(k)(ii) of the Company Disclosure Schedule, as of the date of this Agreement, each Company Contract is valid, binding and all in full force and effect, and is enforceable against the member of the Company Group that is party thereto and, to the Knowledge of the Company, each other contracts providing for party thereto, in accordance with its terms and as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the sharing enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No event or condition exists that constitutes or, after notice or lapse of time or both, would constitute a material breach or default on the part of any profitsmember of the Company Group under any Company Contract. To the Knowledge of the Company, as of the date of this Agreement, no event or condition exists that constitutes or, after notice or lapse of time or both, would constitute a material breach or default under any Company Contract on the part of any other party thereto. (iii) The Company has made available to Buyer a copy of each Company Contract that is complete and accurate as of the date of this Agreement.

Company Contracts. (a) Schedule 4.13(a) 4.19 sets forth a correct and complete list (all such contracts, agreements, arrangements or commitments as are required to be set forth on Schedule 4.19 being referred to herein collectively as the “Company Contracts”) of all written agreements, arrangements or commitments to which either the Company is a party or by which any of its assets is bound or affected which are material to the Company, including, without limitation: (i) each partnership, joint venture or similar agreement of the following contracts Company with another Person; (ii) each contract or agreement under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness of more than US$10,000 in principal amount or under which the Company has imposed (or may impose) a Lien on any of its assets, whether tangible or intangible securing indebtedness; (iii) each contract or agreement which involves an aggregate payment or commitment per contract or agreement on the part of the Company of more than US$10,000 per year; (iv) all leases and subleases from any third person to the Company, in each case requiring annual lease payments in excess of US$10,000; (v) each contract or agreement to which the Company and any of its Affiliates, employees or former employees, officers, directors, shareholders, or family member of such persons is a party, by all of which shall be fully terminated on the Closing Date with no further consequences to the Company or any of its Affiliates (except for the current leases which shall be substituted with the Leases; (vi) each contract or agreement to which the Company or any of its property Affiliates is subjecta party limiting, in any material respect, the right of the Company (i) to engage in, or to compete with any person in, any business, including each contract or agreement containing exclusivity provisions restricting the geographical area in which, or the method by which, any business may be conducted by the Company or (ii) to solicit any customer or client; (vii) fire, casualty, liability, title, worker’s compensation and all other insurance policies and binders maintained by the Company; (viii) all collective bargaining or other labor union contracts or agreements to which the Company is otherwise bound, whether oral a party or written (collectively, applicable to persons employed by the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.15, the Company Benefit Plans set forth on Schedule 4.16 and the insurance policies set forth on Schedule 4.18):Company; (iix) all bondslicenses, debentures, notes, loans, credit licensing agreements and other agreements providing in whole or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to part for the borrowing use of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) Intellectual Property of the Company; (iix) all leases relating to other contracts or agreements which individually or in the Leased Real Property aggregate exceed the sum of US$10,000 other than those which are terminable upon no more than 30 days notice by the Company without penalty or other leases or licenses involving any properties or assets (whether real, personal or mixed, tangible or intangible); (iii) all contracts and agreements that (A) limit or restrict adverse consequence. Schedule 4.19 further identifies each of the Company Contracts which contain anti-assignment, change of control or notice of assignment provisions. The Company Contracts are each in full force and effect and are the valid and legally binding obligations of the Company and are valid and binding obligations of the other parties thereto. To the Sellers’ or Company’s Knowledge, the Company is not a party to, nor is its business or any of its officersassets bound by, managers, employees, members or other equity holders, agents or representatives (any oral agreement. The Company is not in their capacity as such) from engaging default under its Organizational Documents in any business respect or other activity in default of any jurisdiction; (B) create obligation under any Company Contract to which it is a party, and no event has occurred which with the giving of notice or purport to create lapse of time or both would constitute such a default. The Company further represents and warrants that there are not any exclusive written or preferential relationship or arrangement; or (C) otherwise restrict or limit the ability of verbal agreement that submits the Company to operate any exclusivity of the sale or expand distribution of its Business; (iv) all contracts products, and that none of the distribution/sale agreements for capital expenditures or the acquisition or construction of fixed assets requiring the payment by agreement has any penalty on the Company for any early termination of an amount in excess of $10,000, individually or in the aggregate; (v) all contracts and agreements that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof, or the Closing, or in connection with the transactions contemplated hereby; (vi) all contracts and agreements granting any Person a Lien on all or any part of any asset; (vii) all contracts and agreements for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (viii) all contracts and agreements granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets; (ix) all contracts and agreements with any agent, distributor or representative that are not terminable without penalty on thirty (30) days’ or less notice; and (x) all joint venture or partnership contracts and all other contracts providing for the sharing of any profitsthem.

Company Contracts. (a) Schedule 4.13(a) SCHEDULE 2.14 to the Disclosure Letter sets forth a correct true and complete list of the following contracts to which any of the Companies is a party (the "COMPANY CONTRACTS"): (a) contracts with the top 50 sponsors (such ranking based on claims paid for the month of December, 2001) for the provision of pharmacy benefit management services or other goods or services by any of the Companies or their subsidiaries (the "MAJOR SPONSORS"); (b) all contracts with pharmaceutical manufacturers or other suppliers for the supply of pharmaceutical goods or services to any of the Companies including but not limited to all contracts with pharmaceutical manufacturers for rebates, discounts or other services; (c) the Equipment Lease; (d) any contract or agreement for capital expenditures by the Companies in excess of $250,000; (e) any employee collective bargaining agreement or other contract with any labor union; (f) any covenant of such Company not to compete; (g) any agreement, contract or other arrangement with (A) any Seller or any Affiliate of a Seller (other than another Company) or (B) any officer, director or employee of another Company, any Seller or any Affiliate of a Seller (other than employment agreements covered by clause (o) below); (h) any agreement, contract or other arrangement in excess of $50,000 per year pertaining to the Owned Real Property or any portion thereof, including but not limited to the leases thereof to one or more of the Companies; (i) any agreement, contract or other arrangement under which such Company has borrowed any money from, or issued any note, bond, debenture or other evidence of indebtedness to, any Person (other than another Company) or any other note, bond, debenture or other evidence of indebtedness issued by such Company to any Person (other than another Company); (j) any agreement, contract or other arrangement (including so-called take-or-pay or keepwell agreements) under which (A) any Person (including any Company) has directly or indirectly guaranteed indebtedness, liabilities or obligations of such Company or (B) such Company has directly or indirectly guaranteed indebtedness, liabilities or obligations of any Person (in each case other than endorsements for the purpose of collection in the ordinary course of business); (k) except for employee advances or loans made in the ordinary course in amounts less than $10,000 per employee, any agreement, contract or other arrangement under which such Company has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than another Company); (l) any agreement, contract or other arrangement (i) set forth in SCHEDULE 2.14(A) to the Disclosure Letter, (ii) with a drug company or (iii) involving payments made by or to any of the Companies in excess of $100,000 per annum that gives to a party other than the Company a right to cancel or terminate such agreement, contract or instrument or any portion thereof upon a change of control of any of the Companies, or has similar provisions with respect to a change of control of any of the Companies; (m) any agreement, contract or other arrangement providing for (A) the acquisition, directly or indirectly whether by merger, consolidation or otherwise, of a material amount of assets (whether tangible or intangible) or the capital stock or other equity interests of another Person or (B) the disposition, directly or indirectly whether by merger, consolidation or otherwise, of assets (whether tangible or intangible) or the capital stock of any of the Companies to another Person, other than the disposition of obsolete inventory in the ordinary course of business consistent with past practice, sales of inventory in the ordinary course of business consistent with past practice and transfers contemplated by Section 4.2.13; (n) any agreement, contract or other arrangement to which such Company is a party, party or by or to which the Company it or any of its property assets or business is subjectbound or subject which has an aggregate future liability to any Person (other than another Company) in excess of $1,000,000 and either (A) is not terminable by such Company by notice of not more than 60 days for a cost of less than $1,000,000 or (B) is not disclosed elsewhere by any other provision of this Agreement; (o) any employment contracts, consulting agreements, termination or by which severance agreements, change of control agreements or any other agreements respecting the Company is otherwise boundterms and conditions of employment or of an independent contractor relationship in respect to any officer, whether oral employee or written former employee, consultant or independent contractor (collectively, the “"EMPLOYMENT AGREEMENTS"); and (p) any Real Property Lease. True and complete copies of all Company Contracts”Contracts have been made available to ESI. Other than Company Contracts that have terminated or expired in accordance with their terms, each Company Contract is in full force and effect, is a legal, valid and binding obligation of the Company and, to the Knowledge of the Shareholders, of each other party thereto and is enforceable, in accordance with their terms, against the Company and, to the Knowledge of the Shareholders, against each other party thereto (subject to applicable bankruptcy, insolvency, reorganization and other similar laws affecting the enforceability of creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies). There are no existing or alleged material defaults or breaches by any of the Companies under any Company Contract (or events or conditions which, with notice or lapse of time or both would constitute such a default or breach) and, to the Knowledge of the Shareholders, there are no existing or alleged material defaults or breaches (or events or conditions which, with notice or lapse of time or both, would constitute such a default or breach) by any party (other than the Employment Agreements a Company) to any Company Contract. Except as set forth on Schedule 4.15SCHEDULE 2.14 to the Disclosure Letter, as of the date hereof none of the Companies is participating in any discussions or negotiations regarding any material modification of or amendment to any Company Benefit Plans Contract. Except as set forth on Schedule 4.16 and SCHEDULE 2.14 to the insurance policies set forth on Schedule 4.18): Disclosure Letter, there is no Company Contract under which any Company or an Affiliate of a Company (i) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of the Company; (ii) all leases relating to the Leased Real Property or other leases or licenses involving any properties or assets (whether real, personal or mixed, tangible or intangible); (iii) all contracts and agreements that (A) limit or restrict the Company or any of its officers, managers, employees, members or other equity holders, agents or representatives (in their capacity as such) from engaging in any business or other activity in any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangement; or (C) otherwise restrict or limit the ability of the Company to operate or expand its Business; (iv) all contracts and agreements is at risk for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company of an amount in excess of $10,000, individually or in the aggregate; (v) all contracts and agreements that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof, or the Closing, or in connection with the transactions contemplated hereby; (vi) all contracts and agreements granting any Person a Lien on all or any part of the drug ingredient cost (including but not limited to any asset; (vii) all capitated contracts, risk-sharing or "risk band" contracts, contracts and agreements for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating performance guarantees related to the performance of any environmental audit drug ingredient cost, or study; similar contracts), (viiiii) all contracts and agreements granting guarantees a minimum rebate amount (whether stated as a percentage, a specific amount per prescription, or otherwise) or (iii) undertakes to offer the customer the best pricing offered to any Person an option other customer or a first refusal, first-offer or similar preferential right to purchase or acquire any assets; (ix) all contracts and agreements with any agent, distributor or representative that are not terminable without penalty on thirty (30) days’ or less notice; and (x) all joint venture or partnership contracts and all other contracts providing for the sharing class of any profitscustomers.

Company Contracts. (a) Schedule 4.13(a3.11(a) sets forth a true, correct and complete list of the following contracts Contracts (in each case whether oral or written, but only to the extent legally binding) to which either of the Company Companies is a party, by which the Company or any of its property is subject, party or by which either of the Company Companies is otherwise bound, whether oral or written bound (collectively, the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.15, the Company Benefit Plans set forth on Schedule 4.16 and the insurance policies set forth on Schedule 4.18): (i) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of either of the CompanyCompanies; (ii) all leases relating to the Leased Real Property or other Office Leases and any leases or licenses of personal property involving any properties an annual commitment or assets (whether real, personal or mixed, tangible or intangible)payment of more than $25,000 individually by either of the Companies; (iii) all contracts and agreements Contracts that (A) limit or restrict either of the Company Companies or their Affiliates, or any of its officers, directors, managers, employees, members members, shareholders or other equity holders, agents or representatives of either of the Companies (in their capacity as such) from engaging in any business or other activity in any jurisdiction; (B) grant “most-favored customer” or similar status to any Person; (C) create or purport to create any exclusive or preferential relationship or arrangementarrangement with any customer binding either of the Companies; or (CD) otherwise contractually restrict or limit the ability of either of the Company Companies or their respective Affiliates to operate or expand its the Business; (iv) all contracts and agreements Contracts for capital expenditures or the acquisition or construction of fixed assets requiring the payment by either of the Company Companies of an amount in excess of $10,000, individually or in the aggregate50,000; (v) all contracts and agreements Contracts that provide for an increased any payment or benefit, or accelerated vesting, benefit upon the execution hereof, hereof or the Closing, Closing or in connection with the transactions contemplated hereby, including accelerated vesting or other similar rights; (vi) all contracts and agreements Contracts granting any Person a Lien on all or any part of any assetthe Assets; (vii) all contracts and agreements for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (viii) all contracts and agreements Contracts granting to any Person an option or a right of first refusal, first-offer or similar preferential right to purchase or acquire any assetsof the Assets or equity of either of the Companies; (ixviii) all contracts and agreements Contracts with any current or former employee, officer, manager, director, consultant, agent, distributor distributor, reseller or representative that are not terminable without penalty or other costs on thirty (30) days’ or less notice, including without limitation employment, bonus, incentive, change in control, severance, termination, consulting or similar agreements; (ix) Contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment, other than licenses of commercially available software to either of the Companies; (x) joint venture or partnership Contracts or Contracts entitling any Person to any profits, revenues or cash flows of either of the Companies or the Business or requiring payments or other distributions based on such profits, revenues or cash flows; (xi) Client Contracts; (xii) Contracts with any Governmental Entity; (xiii) Contracts providing for bonuses, options, pensions, deferred compensation, profit sharing, equity, fringe benefits or similar arrangements with any current or former employees, officers, directors, consultants, independent contractors, contingent workers, leased employees, service providers, agents or representatives containing continuing obligations of either of the Companies or with respect to which either of the Companies has any liability (contingent or otherwise); and (xxiv) Contracts (other than those described in subsections (i) through (xiii) of this Section 3.11(a)) (i) involving an annual commitment or annual payment to or from the Companies of more than $50,000 individually or (ii) that are outside the ordinary course of business. (a) appropriately denotes the presence or absence of any requirement under each Company Contract to obtain the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract, agreement or other instrument in connection with the transactions contemplated hereby, including the assignment of such Company Contract to the Purchasers. (b) True, correct and complete copies of all joint venture Company Contracts (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to the Purchasers. Not in limitation of the foregoing, each Company Contract that was posted to the Data Room on or partnership contracts and all other contracts providing about June 30, 2016 as an unredacted version of a previously redacted agreement is identical (except for the sharing disclosure of previously redacted information) to the redacted version of such Company Contract that was in the Data Room immediately prior to posting the unredacted version. As used herein, the “Data Room” means the electronic documentation site established by Xxxx Street Partners, LLC on behalf of the Companies in connection with the transactions contemplated by this Agreement. Subject to the same enforceability exceptions set forth in Section 3.2, the Company Contracts are legal, valid, binding and enforceable in accordance with their respective terms with respect to the Companies and, to the Knowledge of the Companies, each other party to such Company Contracts. There are no existing defaults or breaches of either of the Companies under any profitsCompany Contract (or events or conditions which, with notice or lapse of time or both would constitute a default or breach) and, to the Knowledge of the Companies, there are no such defaults (or events or conditions which, with notice or lapse of time or both, would constitute a default or breach) with respect to any third party to any Company Contract. Except as otherwise disclosed in Schedule 3.11(b), neither of the Companies is participating in any discussions or negotiations regarding modification of or amendment to any Company Contract or entry in any new material contract applicable to the Business or the Assets. Except as otherwise disclosed in Schedule 3.11(b), no Client Contract (or applicable portion thereof) is scheduled to expire or terminate on or prior to December 31, 2016.

Company Contracts. (a) Schedule 4.13(a) 4.11 sets forth a true, correct and complete list list, in each case referencing the applicable sub-Section below, of the following contracts Contracts to which the Company is a party, by which the Company or any of its property respective assets, properties, businesses, or securities is subject, or by which the Company is otherwise bound, whether oral or written (collectively, the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.154.13(a)(i), and the Company Employee Benefit Plans set forth on Schedule 4.16 and 4.14(a)) (collectively, the insurance policies set forth on Schedule 4.18“Company Contracts”): (ia) all bonds, debentures, notes, loans, credit Leases; (b) all capital or loan operating leases or conditional sales agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to personal property; (c) all Contracts with the borrowing of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) customers of the Company; (iid) all leases Contracts in which the Company has granted “most favored nation” or other preferential pricing provisions or marketing, performance, distribution, exclusivity or territory rights; (e) all marketing or joint development agreements or similar Contracts; (f) all distributor agreements, sales representative agreements, reseller agreements or similar Contracts; (g) all Contracts (individually or together with other Contracts with the same party or with related parties) which either (A) involve future payments, revenues, expenditures or Liabilities (actual or potential) after the Closing Date with a value in excess of $1,000.00 in the aggregate or (B) call for performance by either party over a period of more than one year; (h) all data provider and data supply Contracts; (i) all Contracts relating to commission or revenue sharing arrangements with other Persons; (j) all Contracts containing covenants limiting or restraining in any manner the freedom of the Company or its successors, employees, partners, members, managers, governors or investors to engage in any line or type of business or to compete with any Person, or covenants which purport to be binding on or require compliance by Affiliates of either Company; (k) all Contracts with any Governmental Entity or any processor of Payment Card Data; (l) all Contracts relating to Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any of the assets or securities of either Company or to the lending of funds by or to the Company; (m) all Contracts guaranteeing any obligation of another Person, other than endorsements made for collection; (n) all Contracts relating to the Leased Real ownership of or investments in any Person or any business or enterprise other than the Business (including investments in joint ventures and minority equity investments); (o) all Contracts to lease, license or assign Intellectual Property or other leases royalty agreements (including any license agreement with a Seller or an Affiliate of any Seller or either Company), whether the Company is the licensor or licensee thereunder, except Off-the-Shelf Software licenses involving in favor of the Company, and except for Contracts with customers that are on the applicable Company’s standard form (a true, correct and complete copy of which has been provided to the Purchaser); (p) all Contracts listed on Schedule 4.20; (q) all Contracts relating to the acquisition or sale of any properties material assets or assets property (whether real, personal or mixedpersonal, tangible or intangible);) used in the Business; and (iiir) all contracts and agreements that (A) limit or restrict other Contracts material to the Company or any of its officersthe Business, managers, employees, members whether or other equity holders, agents or representatives (in their capacity as such) from engaging in any business or other activity in any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangement; or (C) otherwise restrict or limit the ability of the Company to operate or expand its Business; (iv) all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company of an amount in excess of $10,000, individually or not entered into in the aggregate; (v) Ordinary Course.2 The Seller has provided to the Purchaser a true, correct and complete copy of each written Company Contract, including all contracts amendments thereto. Schedule 4.11 contains an accurate and agreements that provide for an increased payment or benefitcomplete description of all material terms of all oral Company Contracts. Each Company Contract is legal, or accelerated vestingvalid, upon binding, enforceable and in full force and effect, subject to the execution hereof, or the Closing, or in connection with the transactions contemplated hereby; (vi) Enforceability Exceptions. The Company has performed all contracts and agreements granting any Person a Lien on all or any part of any asset; (vii) all contracts and agreements for the cleanup, abatement or other actions obligations required to be performed by it in connection with any Hazardous MaterialsCompany Contract and there exists no breach or default on the part of the Company or, to the remediation Knowledge of the Seller, any other party under any Company Contract, and no event or condition has occurred or arisen which with the passage of time or the giving of notice or both would result in a default or breach thereunder. The Seller has no Knowledge of any existing environmental condition anticipated breach or relating to the performance of termination by either Company or any environmental audit or study; (viii) all contracts and agreements granting other party to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets; (ix) all contracts and agreements with any agent, distributor or representative that are not terminable without penalty on thirty (30) days’ or less notice; and (x) all joint venture or partnership contracts and all other contracts providing for the sharing of any profitsCompany Contract.

Company Contracts. (a) Schedule 4.13(a3.13(a) sets forth a true, correct and complete list of the following contracts Contracts to which the Company is a party, by which the Company or any of its property Subsidiaries is subject, or by which a party (together with the Company is otherwise bound, whether oral or written (collectivelyGovernment Contracts, the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.153.15, the Company Benefit Plans set forth on Schedule 4.16 3.16(a) and the insurance policies set forth on Schedule 4.183.18): (i) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts Contracts relating to the borrowing of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of the CompanyCompany or any of its Subsidiaries; (ii) all leases Contracts relating to the Leased Real Property or other leases or licenses involving any properties or assets (whether real, personal or mixed, tangible or intangible)) involving an annual commitment or payment of more than $100,000 individually by the Company or any of its Subsidiaries; (iii) all contracts and agreements Contracts that (A) limit or restrict the Company or any of its officers, managers, employees, members Subsidiaries or other equity holders, agents any officers or representatives (in their capacity as such) key employees of the Company or any of its Subsidiaries from engaging in any business or other activity in any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangement; or (C) otherwise restrict or limit the ability of the Company to operate or expand its Business; (iv) all contracts and agreements Contracts for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company or any of its Subsidiaries of an amount in excess of $10,000, individually or in the aggregate100,000; (v) all contracts and agreements Contracts that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof, of this Agreement or the Closing, Closing or in connection with the transactions contemplated herebyby this Agreement; (vi) all contracts and agreements Contracts granting any Person a Lien on all or any part of any assetmaterial asset of the Company or any of its Subsidiaries; (vii) all contracts and agreements Contracts for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (viii) all contracts and agreements Contracts granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assetsassets of the Company or any of its Subsidiaries; (ix) all contracts and agreements Contracts with any agent, sales distributor or sales representative that are is not terminable without penalty on thirty (30) advance notice of 30 days’ or less notice; andfewer; (x) all Contracts and licenses (A) with respect to Company Intellectual Property licensed or transferred to any third party (other than licenses granted in the ordinary course of business in connection with the sale or license of Company or any of its Subsidiaries products or services), or (B) pursuant to which a third party has licensed or transferred any Company Intellectual Property to the Company or any of its Subsidiaries (other than Contracts or licenses for commercially available software or licenses granted by customers so that the Company or its Subsidiaries can perform services for such customers); (xi) all Contracts providing for the indemnification or holding harmless of any officer, director, employee of the Company or any of its Subsidiaries or any other Person; (xii) all joint venture or partnership contracts Contracts and all other contracts Contracts providing for the sharing of any profits; (xiii) all existing customer Contracts and open customer purchase orders for the provision of goods or services by the Company or any of its Subsidiaries having a value to the Company or any of its Subsidiaries of more than $100,000 during any one-year period; (xiv) all outstanding powers of attorney empowering any Person to act on behalf of the Company or any of its Subsidiaries outside the ordinary course of business; and (xv) all existing Contracts and commitments (other than those described in subsections (i) through (xv) of this Section 3.13(a)) to which the Company or any of its Subsidiaries is a party or by which their respective properties or assets are bound (A) involving an annual commitment or annual payment to or from the Company or any of its Subsidiaries of more than $100,000 individually or (B) that is material to the Company and its Subsidiaries, individually or in the aggregate.

Company Contracts. (a) Schedule 4.13(aExcept for the Contracts described in Section 2.24(a) sets forth a correct and complete list of the following contracts to which the Company is a party, by which the Company or any of its property is subject, or by which the Company is otherwise bound, whether oral or written Disclosure Schedule (collectively, the “Company Material Contracts”) (other than the Employment Agreements set forth on Schedule 4.15), neither the Company Benefit Plans set forth on Schedule 4.16 and the insurance policies set forth on Schedule 4.18):nor any Company Subsidiary is a party to: (i) all bondsAny Contract that, debenturesby its terms, notes, loans, credit requires payments to or loan agreements from the Company or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing any Company Subsidiary in excess of money or binding upon Four Hundred Thousand ($400,000) in any properties or assets (real, personal or mixed, tangible or intangible) of the Companycalendar year; (ii) all leases relating to Any Contract for the Leased Real Property purchase or other leases use by the Company of third party market data or licenses involving any properties or assets (whether real, personal or mixed, tangible or intangible)financial data; (iii) all contracts and agreements that (A) limit or restrict any Contract relating to the acquisition by the Company or any Company Subsidiary of its officersall or substantially all of the tangible assets of an operating business, managersany capital stock of any other Person, employees, members the participation in a joint venture or similar arrangement with any other equity holders, agents Person or representatives (in their capacity as such) from engaging the making of any other investment in any business or other activity in any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangement; or (C) otherwise restrict or limit the ability of the Company to operate or expand its BusinessPerson; (iv) all contracts any Contract granting (a) exclusive advertising, marketing, agency or other exclusive rights or (b) distribution rights with respect to the Company Products (whether exclusive or non-exclusive); (v) any Contract (A) that expires or that may be renewed solely at the option of any Person other than the Company or any Company Subsidiary more than thirteen (13) months after the date hereof, (B) other than Contracts for Company Products entered into with customers in the ordinary course of business, requiring the Company or any Company Subsidiary to sell or otherwise provide current or future products or services (including engineering and agreements research and development services), or to provide support for any current or future products or services, in each case, after the Closing or (C) other than Contracts for Company Products entered into with customers in the ordinary course of business, that is not terminable by the Company upon thirteen (13) months or less notice by the Company without penalty or obligation to make any payment based on such termination; (vi) any Contract with any Governmental Entity; (vii) any trust indenture, mortgage, promissory note, loan agreement or other Contract or instrument for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP; (viii) any Contract for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company of an amount in excess of $10,000, individually or 500,000 in the aggregate; (v) all contracts and agreements that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof, or the Closing, or in connection with the transactions contemplated hereby; (vi) all contracts and agreements granting any Person a Lien on all or any part of any asset; (vii) all contracts and agreements for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (viii) all contracts and agreements granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets; (ix) all contracts and agreements with any agent, distributor or representative that are not terminable without penalty on thirty (30) days’ or less notice; andoffice Lease Agreements; (x) any contract with any stockholder, officer, director, affiliate or associate of the Company, any Company Subsidiary or any immediate family member thereof except the grant of Company Options; (xi) any agreement of guarantee, support, indemnification, assumption or endorsement, or any similar Contract with respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or Indebtedness of any other Person, except for any Contract that is (x) not material to the Company or any Company Subsidiary or (y) entered into in the ordinary course of business; (xii) any Inbound License or Outbound License requiring annual payments in excess of One Hundred Thousand Dollars ($100,000); (xiii) any joint development, joint marketing, partnership or other similar Contract; (xiv) any Contract containing (a) any exclusive licensing obligations, (b) other than Contracts entered into with customers in the ordinary course of business, provisions for unpaid future deliverables, (c) any non-standard service requirements, or (d) future royalty payments payable by the Company to a third party, other than any Inbound License; (xv) any Contract required to be set forth on Schedule 2.8 of the Company Disclosure Schedule; (xvi) any collective bargaining agreement or Contract with any labor union, works council or trade association other than such collective bargaining agreements that are generally applicable to all joint venture or partnership contracts and all other contracts providing Israeli Employees by virtue of an expansion order; (xvii) any Contract for the sharing lease of any profitsmachinery, equipment, motor vehicles, office furniture, fixtures or other personal property exceeding Six Hundred Thousand Dollars ($600,000) per calendar year; or (xviii) any Contract with any current or former director, officer, employee or consultant of the Company or any Company Subsidiary that requires an annual payment of cash compensation in excess of $150,000 for such Person and either (a) may not be terminated without the Company incurring any liability or financial obligation under the terms of such Contract that are in excess of the liability or financial obligation imposed under any applicable Legal Requirements or (b) may not be terminated by the Company or any Company Subsidiary without providing more than sixty (60) days’ notice to such Person.

Company Contracts. (a) Schedule 4.13(a) 4.14 sets forth a true, correct and complete list of the following contracts currently in effect to which the Company is a party, by which the Company or any of its property Subsidiaries is subject, or by which the Company is otherwise bound, whether oral or written a party (collectively, the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.15, the any Company Benefit Plans set forth on Schedule 4.16 4.17 and the insurance policies set forth on Schedule 4.184.19): (ia) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of the CompanyCompany or any of its Subsidiaries; (iib) all leases relating to the Leased Real Property or other leases or licenses involving any properties or assets (whether real, personal or mixed, tangible or intangible)) involving an annual commitment or payment of more than $25,000 individually by the Company or any of its Subsidiaries; (iiic) all contracts and agreements that (A) limit or restrict the Company or Company, any of its officers, managers, employees, members or other equity holders, agents or representatives (in their capacity as such) Subsidiaries from engaging in any business or other activity in any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangement; or (C) otherwise restrict or limit the ability of the Company to operate or expand its Business; (ivd) all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company or any of its Subsidiaries of an amount in excess of $10,000, individually or in the aggregate25,000; (ve) all contracts and agreements that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof, hereof or the Closing, Closing or in connection with the transactions contemplated hereby; (vif) all contracts and agreements granting any Person a Lien on all or any part of any asset; (viig) all contracts and agreements for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (viiih) all contracts and agreements granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets; (ixi) all contracts and agreements with any agent, distributor or representative that are is not terminable without penalty on thirty (30) days’ or less notice; and; (xj) all contracts and agreements for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment; (k) all contracts, licenses and agreements to which the Company or any of its Subsidiaries is a party (i) with respect to Company Intellectual Property licensed or transferred to any third party (other than end-user licenses in the ordinary course of business) or (ii) pursuant to which a third party has licensed or transferred any Company Intellectual Property to the Company or any of its Subsidiaries. (l) all contracts providing for the indemnification or holding harmless of any officer, director, employee or other Person; (m) all joint venture or partnership contracts and all other contracts providing for the sharing of any profits; (n) any contract or agreement ever entered into involving the sale or purchase of assets currently used in connection with the Business or capital stock of any Person other than in the ordinary course of business, or a merger, consolidation, business combination or similar extraordinary transaction; (o) all outstanding powers of attorney empowering any Person to act on behalf of the Company or any of its Subsidiaries; and (p) all existing contracts and commitments (other than those described in subsections (a) through (p) of this Section 4.14) to which the Company or any of its Subsidiaries is a party or by which its properties or assets are bound (i) involving an annual commitment or annual payment to or from the Company or any of its Subsidiaries of more than $25,000 individually or (ii) that is material to the Company or any of its Subsidiaries, individually or in the aggregate. True, correct and complete copies of all Company Contracts have been made available to the Purchaser. The Company Contracts are legal, valid, binding and enforceable in accordance with their respective terms with respect to the Company or any of its Subsidiaries, as applicable, and, to the Knowledge of the Shareholders, each other party to such Company Contracts. There is no existing default or breach of the Company or any of its Subsidiaries, as applicable, under any Company Contract (or event or condition that, with notice or lapse of time or both could constitute a default or breach) and, to the Knowledge of any Shareholder, there is no such default (or event or condition that, with notice or lapse of time or both, could constitute a default or breach) with respect to any third party to any Company Contract. Neither the Company nor any of its Subsidiaries is participating in any discussions or negotiations regarding modification of or amendment to any Company Contract or entry in any new material contract applicable to the Company, any of its Subsidiaries or the real or personal property of the Company or any of its Subsidiaries.

Company Contracts. (a) Schedule 4.13(a) 4.14 sets forth a correct and ----------------- ------------- complete list of the following contracts to which the Company or any Company Subsidiary is a party, party or by which the Company or any of its property Company Subsidiary is subjectbound (in each case, or by other than contracts relating to Intellectual Property, which the Company is otherwise bound, whether oral or written are disclosed on Schedule 4.21) (collectively, the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.15, the Company Benefit Plans set forth on Schedule 4.16 and the insurance policies set forth on Schedule 4.18):"COMPANY CONTRACTS"): -------------- ------------------ (ia) all bonds, debentures, notes, loans, credit or agreements, loan agreements or agreements, loan commitments, mortgages, indentures, guarantees or guarantees, any other contracts relating to the borrowing of money money, or any other contracts binding upon any properties or assets (real, personal or personal, mixed, tangible tangible, or intangible) of the CompanyCompany or any Company Subsidiary; (iib) any contract or agreement relating to any capital stock of the Company or any Company Subsidiary or options or voting or other rights with respect to such capital stock; (c) all leases relating to the Leased Real Property or other leases or licenses involving any properties or assets (whether real, personal or mixed, tangible or intangible)) calling for an annual payment to or from the Company or any Company Subsidiary in excess of $25,000; (iiid) all contracts and or agreements that (A) limit or restrict the Company or any Company Subsidiary or any of its officers, managers, employees, members their respective officers or other equity holders, agents or representatives (in their capacity as such) key employees from engaging in any business or other activity in any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangement; or (C) otherwise restrict or limit the ability of the Company to operate or expand its Business; (ive) all contracts franchising and licensing agreements that contain an annual commitment or annual payment to or from the Company or any Company Subsidiary of more than $2,500 in the aggregate per Person party to such agreement; (f) any contract or agreement for capital expenditures, excluding expenditures for resale of products, or the acquisition or construction of fixed assets requiring the payment by the Company of an amount in excess of totaling more than $10,000, individually or in the aggregate25,000; (vg) all contracts and agreements any contract that provide provides for an increased payment or benefit, or accelerated vesting, upon the execution hereof, or the Closing, of any Transaction Document or in connection with the consummation of any of the transactions contemplated herebyby this Agreement; (vih) all contracts and agreements any contract or agreement granting any Person a Lien on all or any part of the assets of the Company or any assetCompany Subsidiary; (viii) all contracts and agreements any contract or agreement for the cleanup, abatement abatement, or other actions in connection with any Hazardous Materials, for the remediation of any existing environmental condition condition, or relating to the performance of any environmental audit or study; (viiij) all contracts and agreements any contract or agreement granting to any Person an option or a first refusal, first-offer first offer, or similar preferential right to purchase or acquire any assetsassets of the Company or any Company Subsidiary; (ixk) all contracts and agreements any contract or agreement with any sales agent, distributor distributor, or representative that are not terminable without penalty on thirty (30) days’ or less notice; andnon-employee sales representative; (xl) all any contract or agreement providing for the indemnification or holding harmless of any current or former officer, director, employee, or other Person; (m) any joint venture or partnership contracts and all other contracts providing for the sharing of any profits.contract;

Company Contracts. (a) Schedule 4.13(a) 4.13 sets forth a true, correct and complete list of each of the following contracts to which the Company or any of its Subsidiaries is a party, party or by which it or any of its assets or properties is bound as of the date hereof (the “Company Contracts”): (a) any shipyard contract, drilling rig construction or conversion contract with respect to which a drilling vessel has not been delivered or paid for or any contract for the purchase and/or installation of a material system or component of such drilling vessel (each such contract, a “Construction Contract”) and any related purchase order for an amount greater than $2,000,000; (b) any contract pursuant to which the Company or any Subsidiary provides drilling services or a Vessel (each such contract, a “Drilling Contract”) to a party other than the Company or any of its property is subject, or Subsidiaries; (c) any agreement for the acquisition by which any of the Company is otherwise bound, whether oral and its Subsidiaries or written (collectively, the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.15, provision to any of the Company Benefit Plans set forth on Schedule 4.16 and its Subsidiaries of services, supplies, equipment, inventory, fixtures or other property or assets involving more than $1,000,000 in the insurance policies set forth on Schedule 4.18):aggregate, but excluding any such agreement relating to the construction of Bully 1 or Bully 2; (id) all bondsany bond, debenturesdebenture, notesnote, loansloan, credit or loan agreements agreement or loan commitmentscommitment, mortgagesmortgage, indentures, guarantees indenture or other contracts contract, in each case, between the Company or any of its Subsidiaries and a party other than the Company or any of its Subsidiaries, relating to the borrowing of money in excess of $500,000, other than any such document relating to indebtedness that will be repaid or binding upon any properties or assets (realtransferred to the Company prior to Closing, personal or mixedincluding, tangible or intangible) for avoidance of doubt, indebtedness relating to certain of the CompanyConverting Interests which will be transferred to the Company prior to Closing; (iie) all leases any contract or agreement between the Company (or any of its Subsidiaries) and any of its directors or Affiliates (other than the Company and its Subsidiaries), the Shareholders or any of their Affiliates (other than the Company and its Subsidiaries), other than those relating to the Leased Real Property or other leases or licenses involving any properties or assets issuance of the Converting Interests (whether realcollectively, personal or mixed, tangible or intangiblethe “Related Party Agreements”); (iiif) all contracts and agreements that (A) limit any contract or restrict agreement providing for the Company or any of its officersSubsidiaries to grant, managersissue or vest stock, employeesrestricted stock, members options or similar rights to any Person, other than those relating to any equity holdersinterests in the Company and Subsidiaries held by Closing Date Principal Shareholders which will be redeemed prior to Closing, agents including, for avoidance of doubt, certain of the Converting Interests; (g) any contract or representatives (in their capacity as such) agreement which limits or restricts the Company or any of its Subsidiaries from engaging in any business or other activity material respect in any jurisdiction; (B) create business in any jurisdiction or purport to create any exclusive or preferential relationship or arrangement; or (C) otherwise restrict or limit the ability of the Company to operate or expand its Businessgeographic location; (ivh) all contracts and agreements for capital expenditures any contract or the acquisition or construction of fixed assets requiring the payment by the Company of an amount in excess of $10,000, individually or in the aggregate; (v) all contracts and agreements that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof, or the Closing, or in connection with the transactions contemplated hereby; (vi) all contracts and agreements agreement granting any Person a Lien on all or any part of any assetassets or properties or equity of the Company or any of its Subsidiaries and, in the case of any such contract granting a Lien on any equity of the Company or any of its Subsidiaries, whether any certificated securities representing such equity are in the possession of the secured party thereunder; (viii) all contracts and agreements for the cleanup, abatement any contract or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (viii) all contracts and agreements agreement granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assetsmaterial assets of the Company or any of its Subsidiaries, other than any such contract or agreement relating to the Converting Interests; (ixj) all contracts and agreements any contract or agreement entered into within five years prior to the execution of this Agreement with regard to a merger, purchase of equity or purchase of assets relating to the purchase of another business (which, for the avoidance of doubt, shall not be interpreted to include the refurbishment of any Vessel) where the purchase price exceeds $5,000,000 under such contract or agreement; (k) any contract or agreement entered into within five years prior to the execution of this Agreement for the sale of any material assets of the Company or any of its Subsidiaries; (l) any contract or agreement with any agentagent (including marketing, distributor commission, day rate and customs agents), employee or representative (excluding any legal, accounting or financial advisors); (m) any joint venture, cost sharing or partnership contract or agreement; (n) any guaranty or suretyship or contribution agreements, performance bonds or agreements the primary purpose of which is to provide indemnification (but excluding equipment free placement agreements, rig or shipyard access agreements and similar operational agreements entered into in the ordinary course of business); (o) any contract to purchase or sell real property; (p) any collective bargaining agreement or other agreement with any labor organization, union or association; (q) any contract, agreement or commitment requiring the Company or any of its Subsidiaries to make a payment as a result of the consummation of the transactions contemplated by this Agreement other than any agreement or engagement letters entered into with the Company’s legal, accounting and financial advisors specified in clause (i) of the definition of Company Transaction Costs in connection with the transactions contemplated by this Agreement and that are not terminable without penalty will be fully satisfied upon payment of the Company Transaction Costs specified on thirty Schedule 2.3(b)(vi) (30as such schedule may be updated as of Closing); (r) days’ any ISDA Master Agreement or less noticeother contract or agreement related to derivatives or hedging arrangements; and (xs) all joint venture other contracts, agreements and commitments to which the Company or partnership contracts any of its Subsidiaries is a party or by which its properties or assets are bound that require the Company or any of its Subsidiaries to pay more than $1,000,000 in any consecutive 12-month period and which are not otherwise described in any of subsections (a) through (r) above other than any such other contracts, agreements and commitments which are terminable by the Company or any of its Subsidiaries without penalty on notice of not more than sixty (60) calendar days. The Company has Made Available to Parent true, correct and complete copies of all other contracts providing for Company Contracts set forth on Schedule 4.13, provided that the sharing foregoing shall not require the Company or any of its Subsidiaries (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any profitstrade secret of a third party or violate any Applicable Laws (including antitrust laws of the United States) or any of its obligations with respect to confidentiality or (b) to disclose any privileged information of the Company or any of its Subsidiaries in a manner that is reasonably expected to result in the loss of such privilege; provided further, that a description of any Company Contract not Made Available based on (a) or (b) above and the reason for not Making Available such Company Contract shall be set forth on Schedule 4.13. Each such Company Contract is a legal, valid, binding agreement of the Company or its Subsidiaries, as applicable, enforceable against the Company or its Subsidiaries, as applicable, in accordance with their respective terms, subject to the Enforceability Exceptions, and no defenses, off-sets or counterclaims have been asserted in writing, or to the knowledge of the Company otherwise asserted, nor has the Company or any of its Subsidiaries waived any material rights thereunder. Except as set forth on Schedule 4.13, there exists no default by the Company or any of its Subsidiaries, nor has any event occurred which with the passage of time or giving of notice would constitute a default by the Company or any of its Subsidiaries under any Company Credit Facility. Except as set forth on Schedule 4.13, there exists no default by the Company or any of its Subsidiaries, nor has any event occurred which with the passage of time or giving of notice would constitute a default by the Company or any of its Subsidiaries under any Company Contract (other than a Company Credit Facility), which, in either case, would have or would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth on Schedule 4.13, the Company has no Knowledge of, and none of the Closing Date Principal Shareholders has knowledge of, any plan or intention of any other party to any Company Contract to exercise any right to cancel or terminate that Company Contract.

Company Contracts. (a) Schedule 4.13(a3.11(a) sets forth a true, correct and complete list of the following contracts Contracts (in each case whether oral or written, but only to the extent legally binding) to which either of the Company Companies is a party, by which the Company or any of its property is subject, party or by which either of the Company Companies is otherwise bound, whether oral or written bound (collectively, the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.15, the Company Benefit Plans set forth on Schedule 4.16 and the insurance policies set forth on Schedule 4.18): (i) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of either of the CompanyCompanies; (ii) all leases relating to the Leased Real Property or other Office Leases and any leases or licenses of personal property involving any properties an annual commitment or assets (whether real, personal or mixed, tangible or intangible)payment of more than $25,000 individually by either of the Companies; (iii) all contracts and agreements Contracts that (A) limit or restrict either of the Company Companies or their Affiliates, or any of its officers, directors, managers, employees, members members, shareholders or other equity holders, agents or representatives of either of the Companies (in their capacity as such) from engaging in any business or other activity in any jurisdiction; (B) grant “most-favored customer” or similar status to any Person; (C) create or purport to create any exclusive or preferential relationship or arrangementarrangement with any customer binding either of the Companies; or (CD) otherwise contractually restrict or limit the ability of either of the Company Companies or their respective Affiliates to operate or expand its the Business; (iv) all contracts and agreements Contracts for capital expenditures or the acquisition or construction of fixed assets requiring the payment by either of the Company Companies of an amount in excess of $10,000, individually or in the aggregate50,000; (v) all contracts and agreements Contracts that provide for an increased any payment or benefit, or accelerated vesting, benefit upon the execution hereof, hereof or the Closing, Closing or in connection with the transactions contemplated hereby, including accelerated vesting or other similar rights; (vi) all contracts and agreements Contracts granting any Person a Lien on all or any part of any assetthe Assets; (vii) all contracts and agreements for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (viii) all contracts and agreements Contracts granting to any Person an option or a right of first refusal, first-offer or similar preferential right to purchase or acquire any assetsof the Assets or equity of either of the Companies; (ixviii) all contracts and agreements Contracts with any current or former employee, officer, manager, director, consultant, agent, distributor distributor, reseller or representative that are not terminable without penalty or other costs on thirty (30) days’ or less notice, including without limitation employment, bonus, incentive, change in control, severance, termination, consulting or similar agreements; (ix) Contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment, other than licenses of commercially available software to either of the Companies; (x) joint venture or partnership Contracts or Contracts entitling any Person to any profits, revenues or cash flows of either of the Companies or the Business or requiring payments or other distributions based on such profits, revenues or cash flows; (xi) Client Contracts; (xii) Contracts with any Governmental Entity; (xiii) Contracts providing for bonuses, options, pensions, deferred compensation, profit sharing, equity, fringe benefits or similar arrangements with any current or former employees, officers, directors, consultants, independent contractors, contingent workers, leased employees, service providers, agents or representatives containing continuing obligations of either of the Companies or with respect to which either of the Companies has any liability (contingent or otherwise); and (xxiv) Contracts (other than those described in subsections (i) through (xiii) of this Section 3.11(a)) (i) involving an annual commitment or annual payment to or from the Companies of more than $50,000 individually or (ii) that are outside the ordinary course of business. (a) appropriately denotes the presence or absence of any requirement under each Company Contract to obtain the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract, agreement or other instrument in connection with the transactions contemplated hereby, including the assignment of such Company Contract to the Purchasers. (b) True, correct and complete copies of all joint venture Company Contracts (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to the Purchasers. Not in limitation of the foregoing, each Company Contract that was posted to the Data Room on or partnership contracts and all other contracts providing about June 30, 2016 as an unredacted version of a previously redacted agreement is identical (except for the sharing disclosure of previously redacted information) to the redacted version of such Company Contract that was in the Data Room immediately prior to posting the unredacted version. As used herein, the “Data Room” means the electronic documentation site established by Xxxx Street Partners, LLC on behalf of the Companies in connection with the transactions contemplated by this Agreement. Subject to the same enforceability exceptions set forth in Section 3.2, the Company Contracts are legal, valid, binding and enforceable in accordance with their respective terms with respect to the Companies and, to the Knowledge of the Companies, each other party to such Company Contracts. There are no existing defaults or breaches of either of the Companies under any profitsCompany Contract (or events or conditions which, with notice or lapse of time or both would constitute a default or breach) and, to the Knowledge of the Companies, there are no such defaults (or events or conditions which, with notice or lapse of time or both, would constitute a default or breach) with respect to any third party to any Company Contract. Except as otherwise disclosed in Schedule 3.11(b), neither of the Companies is participating in any discussions or negotiations regarding modification of or amendment to any Company Contract or entry in any new material contract applicable to the Business or the Assets. Except as otherwise disclosed in Schedule 3.11(b), no Client Contract (or applicable portion thereof) is scheduled to expire or terminate on or prior to December 31, 2016.

Company Contracts. (a) Schedule 4.13(a2.13(a) sets forth a true, correct and complete list of the following contracts contracts, agreements, leases, licenses, commitments or other instruments (each, a “Contract”) to which the Company is a party, by which the Company or any of its property is subject, party or by which the Company is otherwise bound, whether oral or written bound (collectively, the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.15, the Company Benefit Plans set forth on Schedule 4.16 and the insurance policies set forth on Schedule 4.18): (i) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of the Company; (ii) all leases relating to the Leased Real Property or other Office Leases and any leases or licenses of personal property involving any properties an annual commitment or assets (whether real, personal or mixed, tangible or intangible)payment of more than $25,000 individually by the Company; (iii) all contracts and agreements Contracts that (A) limit or restrict the Company or its Affiliates, or any of its officers, managers, employees, members or other equity holders, agents or representatives of the Company (in their capacity as such) from engaging in any business or other activity in any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangementarrangement relating to the Company; or (C) otherwise restrict or limit the ability of the Company or its Affiliates to operate or expand its any line of business; or (D) impose, or purport to impose, any obligations or restrictions on Affiliates of the Company with respect to the Business; (iv) all contracts and agreements Contracts for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company of an amount in excess of $10,000, individually or in the aggregate25,000; (v) all contracts and agreements Contracts that provide for an increased any payment or benefit, or accelerated vesting, benefit upon the execution hereof, hereof or the Closing, Closing or in connection with the transactions contemplated herebyhereby or related event, including accelerated vesting or other similar rights; (vi) all contracts and agreements Contracts granting any Person a Lien on all or any part of any assetthe Company’s assets; (vii) all contracts and agreements for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (viii) all contracts and agreements Contracts granting to any Person an option or a right of first refusal, first-offer or similar preferential right to purchase or acquire any assetsof the assets or equity of the Company; (ixviii) all contracts and agreements Contracts with any employee, officer, manager, director, consultant, agent, distributor distributor, reseller or representative of the Company or any ERISA Affiliate that are not terminable without penalty or other costs on thirty (30) days’ or less notice, including without limitation employment, change in control, severance or similar agreements; (ix) Contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment, other than licenses of commercially available software to the Company; (x) joint venture or partnership Contracts or Contracts entitling any Person to any profits, revenues or cash flows or requiring payments or other distributions based on such profits, revenues or cash flows; (xi) Contracts with any Top Customers, Top Agents, Top Vendors or Sponsor Banks; (xii) Contracts with any Governmental Entity or any Payment Network; (xiii) Contracts providing for current compensation, bonuses, options, phantom rights or units, pensions, deferred compensation, profit sharing, equity, fringe benefits or similar arrangements with any current or former employees, officers, managers, consultants, agents or representatives of the Company or any ERISA Affiliate containing continuing obligations of the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate has any liability (contingent or otherwise); and (xxiv) Contracts (other than those described in subsections (i) through (xiii) of this Section 2.13(a)) (i) involving an annual commitment or annual payment to or from the Company of more than $50,000 individually or (ii) that is outside the ordinary course of business. (b) Schedule 2.13(b) sets forth all joint venture Company Contracts (i) that contain a restriction on a change of control of the Company or partnership contracts (ii) pursuant to which a breach, default, violation, conflict or termination right would result upon the consummation of the transactions contemplated by this Agreement, absent the notice to or consent of the other party to such Company Contract. (c) True, correct and complete copies of all Company Contracts have been made available to the Purchaser. The Company Contracts are legal, valid, binding and enforceable in accordance with their respective terms with respect to the Company and, to the Knowledge of the Seller Parties, each other contracts providing party to such Company Contracts. There are no existing defaults or breaches of the Company under any Company Contract (or events or conditions which, with notice or lapse of time or both would constitute a default or breach) and, to the Knowledge of the Seller Parties, there are no such defaults (or events or conditions which, with notice or lapse of time or both, would constitute a default or breach) with respect to any third party to any Company Contract. Except as otherwise disclosed in Schedule 2.13(c), the Company is not participating in any discussions or negotiations regarding modification of or amendment to any Company Contract or entry into any new material Contract. (d) Schedule 2.13(d) sets forth a true, correct and complete list of all merchants (by MID) for whom, as of the sharing date hereof, the Company directly provides payment processing services or products (the “Company Merchants”). The Company, the applicable Sponsor Bank and each Company Customer are parties to a written agreement pursuant to which such services or products are provided by the Company. Except as otherwise specifically noted on Schedule 2.13(d), (i) each such written agreement is in the form of one of the standard agreements previously provided to the Purchaser without any profitsmaterial modification thereto (other than variations with respect to the length of the term) and (ii) the Company maintains a copy of each such written agreement in the Company’s books and records.

Company Contracts. (a) Schedule 4.13(a) 4.11 sets forth a true, correct and complete list of the following contracts Contracts related to which the Company is a party, by Business to which the Company or any of its property Seller is subject, or by which the Company is otherwise bound, whether oral or written (collectively, the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.15, the Company Benefit Plans set forth on Schedule 4.16 and the insurance policies set forth on Schedule 4.18):a party: (i) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of the CompanyAssets; (ii) all leases relating Contracts with Governmental Entities (including but not limited to the Leased Community Long Term Care (CLTC) Division of the South Carolina Department of Health and Human Services); (iii) all Real Property Leases or other leases or licenses involving any properties or assets (whether real, personal or mixed, tangible or intangible)) involving an annual commitment or payment of more than $10,000 individually by the Company; (iiiiv) all contracts and agreements that (A) Contracts which limit or restrict the Company or any of its officers, managers, employees, members officers or other equity holders, agents or representatives (in their capacity as such) key employees from engaging in any business or other activity in any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangement; or (C) otherwise restrict or limit the ability of the Company to operate or expand its Business; (ivv) all contracts franchising and agreements licensing agreements; (vi) all employment agreements; (vii) all Contracts with physicians; (viii) any Contract with third-party healthcare providers (other than as set forth in clause (vi) above); (ix) any Contract for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company of an amount in excess of $10,000, individually or in the aggregate; (vx) all contracts and agreements any Contract that provide provides for an increased payment or benefit, or accelerated vesting, upon the execution hereof, or the Closing, of this Agreement or in connection with the transactions contemplated hereby; (vixi) all contracts and agreements any Contract granting any Person a Lien on all or any part of any assetof the Assets; (viixii) all contracts and agreements any Contract for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (viiixiii) all contracts and agreements any Contract granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets; (ixxiv) all contracts and agreements any Contract with any agent, distributor or representative that are is not terminable without penalty on thirty (30) calendar days’ or less notice; (xv) any Contract for the granting or receiving of a license or sublicense or under which any Person is obligated to pay or have the right to receive a royalty, license fee or similar payment; (xvi) any Contract providing for the indemnification or holding harmless of any officer, shareholder, director, employee or other Person; (xvii) any joint venture or partnership Contract; (xviii) any customer Contract for the provision of goods or services by the Company; (xix) any outstanding power of attorney empowering any Person to act on behalf of the Company; and (xxx) all joint venture existing Contracts and commitments (other than those described in subparagraphs (i) through (xviii) of this Section 4.11) to which the Company is a party or partnership contracts by which any of the Assets are bound involving an annual commitment or annual payment to or from the Company of more than $10,000 individually or which is otherwise material to the Business. True, correct and complete copies of all Assumed Contracts have been made available to the Purchaser. All of the Contracts identified on Schedule 4.11 shall be Assumed Contracts unless otherwise indicated on Schedule 4.11. (b) The Assumed Contracts are legal, valid, binding and enforceable in accordance with their respective terms with respect to the Company and with respect to each other contracts providing for party to such Assumed Contracts, subject to applicable bankruptcy, insolvency and other similar Laws affecting the sharing enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. There are no existing defaults or breaches of the Company under any Assumed Contract (or events or conditions which, with notice or lapse of time or both would constitute a default or breach) and, to the Company’s Knowledge, there are no such defaults (or events or conditions which, with notice or lapse of time or both, would constitute a default or breach) with respect to any third party to any Assumed Contract. The Company and the Sellers have no Knowledge of any profitspending or threatened bankruptcy, insolvency or similar proceeding with respect to any party to such agreements. The Company and the Sellers are not participating in any discussions or negotiations regarding modification of or amendment to any Assumed Contract or entry in any new material Contract applicable to the Business or the Assets. Schedule 4.11 identifies each Assumed Contract set forth therein that requires the consent of or notice to the other party thereto to avoid any breach, default or violation of such contract, agreement or other instrument in connection with the transactions contemplated hereby, including the assignment of such Assumed Contract to the Purchaser.

Company Contracts. (a) Schedule 4.13(a) 4.19 of the Disclosure Schedule sets forth a correct and complete list (all such contracts, agreements, arrangements or commitments as are required to be set forth on Schedule 4.19 being referred to herein collectively as the “Company Contracts”) of the following contracts all written agreements, arrangements or commitments to which either the Company is a partyparty or by which any of its assets is bound or affected, by including, without limitation: (a) each partnership, joint venture or similar agreement of the Company with another Person; (b) each contract or agreement under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness of more than Twenty Thousand United States Dollars (US$20,000) in principal amount or under which the Company has imposed (or may impose) a Lien on any of its assets, whether tangible or intangible securing indebtedness in excess of Twenty Thousand United States Dollars (US$20,000); (c) each contract or agreement which involves an aggregate payment or commitment per contract or agreement on the part of the Company of more than Twenty Thousand United States Dollars (US$20,000) per year; (d) each contract or agreement which involves or contributes to the Company, aggregate annual remuneration which exceeds five percent (5%) of the Company’s consolidated annual net revenues for the twelve months ended December 31, 2010; (e) all leases and subleases from any third person to the Company, in each case requiring annual lease payments in excess of Twenty Thousand United States Dollars (US$20,000); (f) each contract or agreement to which the Company or any of its property Affiliates is subjecta party limiting the right of the Company (i) to engage in, or to compete with any person in, any business, including each contract or agreement containing exclusivity provisions restricting the geographical area in which, or the method by which which, any business may be conducted by the Company is otherwise boundor (ii) to solicit any customer or client; (g) fire, whether oral or written casualty, liability, title, worker’s compensation and all other insurance policies and binders maintained by the Company; (collectively, the “Company Contracts”h) (other than the Employment Agreements set forth on Schedule 4.15, all personal employment contracts and consulting contracts between the Company Benefit Plans set forth on Schedule 4.16 and persons employed and/or engaged by the insurance policies set forth on Schedule 4.18):Company, as applicable; (i) all bondslicenses, debentures, notes, loans, credit licensing agreements and other agreements providing in whole or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to part for the borrowing use of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) Intellectual Property of the Company; (iij) all leases relating outstanding purchase orders issued or received by the Company with a value of Ten Thousand United States Dollars (US $10,000) or more per order; and (k) all other contracts or agreements which individually or in the aggregate are material to the Leased Real Property Company or the conduct of its business, other than those which are terminable upon no more than thirty (30) days notice by the Company without penalty or other leases or licenses involving adverse consequence. The transaction contemplated by this Agreement will not trigger any properties or assets (whether real, personal or mixed, tangible or intangible); (iii) all contracts and agreements that (A) limit or restrict change of control provisions in any of the Company Contracts. The Company Contracts are each in full force and effect and are the valid and legally binding obligations of the Company which is a party thereto and, to the Seller’s or Company’s Knowledge, are valid and binding obligations of the other parties thereto. The Company is not a party to, nor is its business or any of its officersassets bound by, managersany oral agreement. Except as disclosed on Schedule 4.22 of the Disclosure Schedule, employees, members or other equity holders, agents or representatives (the Company is not in their capacity as such) from engaging default under its Organizational Documents in any business material respect or in default under any Company Contract to which it is a party, and no event has occurred which with the giving of notice or lapse of time or both would constitute such a default. Notwithstanding any other activity provision in any jurisdiction; this Agreement, it is hereby acknowledged that:(i) in some cases the actual remuneration due to the Company’s employees (Bas set forth in Schedule 4.17(a) create or purport to create any exclusive or preferential relationship or arrangement; or (C) otherwise restrict or limit the ability of the Company to operate or expand its Business; (ivDisclosure Schedule) all contracts and agreements for capital expenditures or may be higher than the acquisition or construction of fixed assets requiring the payment by the Company of an amount in excess of $10,000, individually or remuneration included in the aggregate; personal employment contracts, due to increases over the years; and (vii) all contracts and agreements that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof, or the Closing, or in connection with the transactions contemplated hereby; (vi) all contracts and agreements granting any Person a Lien on all or any part of any asset; (vii) all contracts and agreements for the cleanup, abatement or other actions in connection with any Hazardous Materialslast several years, the remediation of any existing environmental condition or relating price per gram paid by **** has been reduced by mutual consent, as compared to the performance of any environmental audit or study; (viii) all contracts price set forth in the January 2006 agreement between **** and agreements granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets; (ix) all contracts and agreements with any agent, distributor or representative that are not terminable without penalty on thirty (30) days’ or less notice; and (x) all joint venture or partnership contracts and all other contracts providing for the sharing of any profitsFineTech Labs.

Company Contracts. (a) Schedule 4.13(a3.12(a) sets forth a correct and complete list list, as of the Execution Date, of the following contracts Contracts currently in effect and to which the any Group Company is a party, by which the Company Group Companies or any property of its property any thereof is subject, or by which the Company is Group Companies are otherwise bound, whether oral or written bound (collectively, the “Company Contracts”) (other than the Employment Agreements set forth on Schedule 4.15, the Company any Employee Benefit Plans set forth on Schedule 4.16 and the insurance policies set forth on Schedule 4.18Plans): (i) all Contracts that individually require payments to or from any Group Company in excess of $150,000 on an annual basis; (ii) all Contracts between any Group Company, on the one hand, and a Major Customer or Major Supplier, on the other hand; (iii) any Contract for the employment of any Business Employee that is not terminable at-will without notice or liability to any Group Company; (iv) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees guarantees, Company Indebtedness or other contracts relating to the borrowing of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of the Companymoney; (iiv) all leases relating to the Leased Real Property Leases or other leases or licenses involving any properties or assets (whether real, personal or mixed, tangible or intangible)) involving an annual commitment or payment of more than $50,000 by any Group Company; (iiivi) all contracts and agreements that (A) limit or restrict the Company or any of its officers, managers, employees, members or other equity holders, agents or representatives (in their capacity as such) from engaging in any business or other activity in any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangement; or (C) otherwise restrict or limit the ability of the Company to operate or expand its Business; (iv) all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company of an amount in excess of $10,000, individually or in the aggregate; (v) all contracts and agreements Contracts that provide for an increased payment or benefit, or accelerated vestingvesting thereof, to any Business Employee or Business Service Provider, in each case, triggered solely upon the execution hereof, of this Agreement or the Closing, or in connection with Closing of the transactions contemplated hereby; (vi) all contracts and agreements granting any Person a Lien on all or any part of any assetTransactions; (vii) all contracts joint venture or partnership contracts, cooperative agreements and agreements all other Contracts providing for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation sharing of any existing environmental condition or relating to the performance of any environmental audit or studyprofits; (viii) all contracts Contracts between any Group Company, on the one hand, and agreements granting any member, stockholder, partner, officer, director, manager or employee or Affiliate of the foregoing on the other hand, other than Contracts for the employment or engagement of such Persons entered into in the Ordinary Course and that may be terminated without notice or liability to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assetsGroup Company; (ix) all contracts and Contracts for pending, or with respect to agreements with entered into in the past three years, completed, dispositions of any agent, distributor assets (or representative that are not terminable without penalty on thirty (30group of related assets) days’ or less noticehaving a value greater than $125,000 in the Ordinary Course; and (x) all joint venture Contracts (A) restricting any Group Company from engaging in or partnership contracts and all other contracts competing with any business or with any Person in any geographic area or during any period of time, (B) providing for exclusivity or any similar requirement, (C) granting “most favored nation” pricing or terms, (D) restricting or purporting to restrict the sharing ability of any profitsGroup Company to solicit or hire any person or (E) granting any right of first refusal, right of first negotiation or similar right. (b) Copies of the Company Contracts, including all amendments and modifications thereto, have been made available to the Buyer Parties. (c) Except as would not be material, individually or in the aggregate, to the Company or any of its Subsidiaries, all Contracts are in full force and effect and, to the Knowledge of Seller assuming the due authorization, execution and delivery by any other party thereto, are currently enforceable in all material respects against each Group Company party to such Contract and, to the Knowledge of Seller, as of the Closing will be, if not previously terminated or expired, enforceable in all material respects against the other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. Except as would not be material, individually or in the aggregate, to the Company or any of its Subsidiaries, there does not exist under any Contract, any event of default or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder as of the Execution Date on the part of any Group Company, except as set forth on Schedule 3.12(c). No party to any Contract has given notice that it will exercise any termination rights with respect to such Contract and no party has given notice to the Company or any of its Affiliates of any material dispute with respect thereto, except for such notices as would not be material, individually or in the aggregate, to the Company or any of its Subsidiaries.