Common use of Company Material Contracts Clause in Contracts

Company Material Contracts. (a) Section 4.11(a) of the Company Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of each Contract, to which an Acquired Company is a party or is bound as of the date hereof, and which falls within any of the following categories: (i) any joint venture, limited liability company or partnership agreement, other than any Fund Documentation; (ii) any Contract, other than Investment Advisory Arrangements, that involves annual future expenditures or receipts by an Acquired Company of more than $1,000,000; (iii) except with respect to Indebtedness set forth in the Company SEC Documents, any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individually; (iv) any Contract relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Company; (v) any material lease, sublease or other Contract with respect to the Leased Real Property; (vi) any Contract between or among an Acquired Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoing, on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Company; (viii) any Contract that by its terms limits the payment of dividends or other distributions to stockholders by the Company or any Subsidiary of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act). Each Contract of the type described in this Section 4.11(a), other than this Agreement, is referred to herein as a “Company Material Contract.” True, correct and complete copies of each Company Material Contract have been made available by the Company to Parent, or publicly filed with the SEC. (b) Except as set forth on Section 4.11(b) of the Company Disclosure Letter, (i) each Company Material Contract is a valid, binding and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired Company and, to the Knowledge of the Company, of the other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; (ii) each Company Material Contract is in full force and effect, except to the extent any Company Material Contract expires or terminates in accordance with its terms; (iii) none of the Company, Operating Partnerships or any of their respective Subsidiaries has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, no Acquired Company has received written notice from any other party to a Company Material Contract that such other party intends to terminate, not renew or renegotiate in any material respects the terms of any such Company Material Contract.

Company Material Contracts. (a) Section 4.11(a) 4J of the Company Seller Disclosure Letter sets forth, forth a list as of the date hereof, a true, correct and complete list of this Agreement of each Contract, to which an Acquired Company is a party or is bound as of the date hereof, and which falls within any of the following categoriestypes of written contracts to which any member of the Paper Group or any of its Subsidiaries is a party: (i) any joint venture, limited liability company employment agreement with any Transferred Employee or partnership agreement, other than any Fund DocumentationSubsidiary Employee that has future required scheduled payments (absent a material breach thereof) in excess of $250,000 per annum; (ii) any Contract, other than Investment Advisory Arrangements, that involves annual future expenditures or receipts by an Acquired Company of more than $1,000,000Collective Bargaining Agreement; (iii) except with respect any agreement containing a covenant not to Indebtedness set forth compete granted in favor of a third party that materially impairs the Company SEC Documents, any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individuallyBusiness as currently conducted; (iv) any Contract relating to an acquisition, divestiture, merger lease or similar transaction that has continuing indemnificationagreement under which (a) any member of the Paper Group or any of its Subsidiaries is lessee of, guaranteeor holds or uses, “earn-out” any machinery, equipment, vehicle or other contingent payment obligations on an Acquired Company;tangible personal property owned by a third party or (b) any member of the Paper Group or any of its Subsidiaries is a lessor or sublessor of, or makes available for use by any third party, any tangible personal property owned or leased by any member of the Paper Group or any of its Subsidiaries or, solely with respect to the Business, Seller or one of its other Subsidiaries; in any case which has future required scheduled payments (absent a material breach thereof) in excess of $10,000,000 per annum and is not terminable by it upon notice of sixty (60) days or less for a cost of less than $10,000,000; or (v) any material other agreement, contract, lease, sublease license or other Contract with respect to the Leased Real Property; instrument, in each case not included in clauses (vii) through (iv) above or set forth on any Contract between or among an Acquired Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate other sections of the foregoingSeller Disclosure Letter, on to which any member of the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent Paper Group or any of its Subsidiaries or, solely with respect to compete with any Personthe Business, to market any product Seller or service one of its other Subsidiaries is a party or by or to solicit customers which any of their assets are bound or other Persons; in each case subject which has future required scheduled payments (absent a material breach thereof) to or by any member of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Company; (viii) any Contract that by its terms limits the payment of dividends or other distributions to stockholders by the Company Paper Group or any Subsidiary of its Subsidiaries or, solely with respect to the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments Business, Seller or one of its other Subsidiaries in excess of $10,000,000; 20,000,000 per annum and is not terminable by it upon notice of sixty (x60) days or less for a cost of less than $20,000,000 (other than Leases). One or more of the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement members of the Paper Group has delivered to, or made available for inspection by, Buyer and/or Buyer Sub a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employmenttrue, severance complete and correct copy of each contract, lease, license, instrument or other agreement related to the provision of services between any listed on Section 4J of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; Seller Disclosure Letter (xiii) other than any Fund Documentationcollectively, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act). Each Contract of the type described in this Section 4.11(a), other than this Agreement, is referred to herein as a “Company Material Contract.” True, correct and complete copies of each Company Material Contract have been made available by the Company to Parent, or publicly filed with the SEC. (b) Contracts”). Except as set forth disclosed on Section 4.11(b) 4J of the Company Seller Disclosure Letter or the other sections of the Seller Disclosure Letter, (i) each Company Material Contract is a valid, binding and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired Company and, to the Knowledge members of the CompanyPaper Group and/or its Subsidiaries (as applicable) or, of the other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; (ii) each Company Material Contract is in full force if and effect, except to the extent any Company Material Contract expires applicable, Seller or terminates in accordance with its terms; (iii) none of the Company, Operating Partnerships or any of their respective other Subsidiaries has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects have performed all obligations required to be performed by it them to date under each the Company Material ContractContracts and are not (with or without the lapse of time or the giving of notice, exceptor both) in breach or default thereunder, except for any failures to perform or any such breach or default that would not result in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As To the knowledge of the date of this AgreementSeller, no Acquired Company has received written notice from any other party to the Company Material Contracts is (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder, except for any breach or default that would not result in a Company Material Contract that such other party intends to terminate, not renew or renegotiate in any material respects the terms of any such Company Material ContractAdverse Effect.

Company Material Contracts. (a) Section 4.11(a) of Except as filed as exhibits to the Company Disclosure Letter sets forthSEC Documents, and except for this Agreement, as of the date hereofof this Agreement, a true, correct and complete list neither the Company nor any Subsidiary of each Contract, to which an Acquired the Company is a party to or is bound as of the date hereof, and which falls within by any of the following categoriesContract: (i) any joint venture, limited liability company or partnership agreement, other than any Fund Documentation; (ii) any Contract, other than Investment Advisory Arrangements, that involves annual future expenditures or receipts by an Acquired Company of more than $1,000,000; (iii) except with respect to Indebtedness set forth in the Company SEC Documents, any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individually; (iv) any Contract relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Company; (v) any material lease, sublease or other Contract with respect to the Leased Real Property; (vi) any Contract between or among an Acquired Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoing, on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Company; (viii) any Contract that by its terms limits the payment of dividends or other distributions to stockholders by the Company or any Subsidiary of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Exchange Act). ; (ii) requiring or otherwise involving the potential payment by or to the Company or any Subsidiary of the Company of more than an aggregate of $250,000 (and with respect to any underlying statement of work, only those with a future remaining commitment of more than $250,000 individually); (iii) evidencing a capital expenditure in excess of $250,000; (iv) containing a covenant limiting the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area; (v) (A) relating to or evidencing indebtedness for borrowed money or any guarantee of indebtedness for borrowed money by the Company or any Subsidiary of the Company in excess of $500,000 or (B) providing for the making by the Company or any Subsidiary of the Company of any loan or extension of credit; (vi) relating to any joint venture, partnership, strategic alliance, material research and development project or similar arrangement that is material to the business of the Company or any Subsidiary of the Company; (vii) that is a Company Inbound License or Company Outbound License; (viii) that grants any right of first refusal, right of first offer, or similar right with respect to any material assets, rights, or properties of the Company or its Subsidiaries; (ix) that obligates the Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any third party or upon consummation of the Merger will obligate Parent, the Surviving Corporation, or any of their respective Subsidiaries to conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any third party; (x) that relates to any employee collective bargaining agreement or other contract with any labor union; (xi) (A) relating to employment, between the Company or any of its Subsidiaries, on the one hand, and any Person beneficially owning five percent (5%) or more of the Shares or any officer, director, employee or Affiliate (other than a wholly-owned Subsidiary) of the Company or any Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, (B) containing terms obligating or which may in the future obligate the Company or any of its Subsidiaries to make any severance, termination or similar payment to any current or former employee or (C) pursuant to which the Company or any of its Subsidiaries may be obligated to make any bonus or similar payment to any current or former employee or director; (xii) provides for any Acquired Corporation’s indemnification (or reimbursement or advancement of legal fees or expenses) of any current or former officer, director or employee of the Company or any Subsidiary of the Company; (xiii) provides for the disposition of any material portion of the assets or business of the Company and its Subsidiaries, taken as a whole, or for the acquisition, directly or indirectly, of a material portion of the assets or business of any other Person (whether by merger, sale of stock or assets or otherwise); (xiv) that is a stockholders, investors rights, registration rights, voting or similar agreement or arrangement; and (xv) under which (A) the Company or its Subsidiaries leases from any other Person any equipment or other tangible personal property providing for annual payments by the Company or its Subsidiaries in excess of $250,000 or (B) the Company or its Subsidiaries leases or subleases any real property to or from any other Person. (b) Each Contract of the type described in this Section 4.11(a3.9(a), other than this Agreementwhether or not filed as an exhibit to the Company SEC Documents, is referred to herein as a “Company Material Contract.” True, correct and complete copies of each ”. Except Company Material Contract Contracts that have been made available expired or terminated by the Company to Parenttheir terms, or publicly filed with the SEC. (b) Except as set forth on Section 4.11(b) all of the Company Disclosure Letter, (i) each Company Material Contract is a valid, Contracts are valid and binding and enforceable obligation of an Acquired on the Company or a any Subsidiary of an Acquired Company the Company, as the case may be, and, to the Knowledge of the Company, of the each other party or parties thereto, in accordance with its termsas applicable, subject to the Enforceability Exceptions; (ii) each Company Material Contract is and in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar applicable law affecting creditors’ rights generally and by general principles of equity. No Acquired Corporation has, and to the extent any Company Material Contract expires or terminates in accordance with its terms; (iii) none Knowledge of the Company, Operating Partnerships none of the other parties thereto have, violated in any material respect any provision of, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of their respective Subsidiaries time or both would constitute a material default under the provisions of any Company Material Contract, and no Acquired Corporation has given or received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date foregoing or of this Agreement, no Acquired Company has received written notice from the intention of any other party to a Company Material Contract that to terminate such other party intends to terminate, not renew or renegotiate in any material respects the terms of any such Company Material Contract.

Company Material Contracts. (a) Except as set forth on Section 4.11(a) 3.8 of the Company Disclosure Letter sets forthSchedule, and except for this Agreement, as of the date hereof, a true, correct and complete list none of each Contract, to which an the Acquired Company Companies is a party to or is bound as of the date hereof, and which falls within by any of the following categoriesContract: (i) any joint venture, limited liability company or partnership agreement, other than any Fund Documentation; (ii) any Contract, other than Investment Advisory Arrangements, that involves annual future expenditures or receipts by an Acquired Company of more than $1,000,000; (iii) except with respect to Indebtedness set forth in the Company SEC Documents, any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individually; (iv) any Contract relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Company; (v) any material lease, sublease or other Contract with respect to the Leased Real Property; (vi) any Contract between or among an Acquired Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoing, on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Company; (viii) any Contract that by its terms limits the payment of dividends or other distributions to stockholders by the Company or any Subsidiary of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Exchange Act). ; (ii) requiring or otherwise involving the payment by or to any of the Acquired Companies of more than an aggregate of $100,000 on an annual basis; (iii) evidencing a capital expenditure in excess of $100,000; (iv) (A) provides for annual compensation in excess of $100,000 in exchange for the employment of, or the performance of services by, any director, officer, employee or consultant (other than any employment offer letter (in such form as previously provided to Parent) that is terminable “at will” without any contractual obligation on the part of any Acquired Company to make any severance, termination, change in control, or similar payment), (B) contains terms obligating or which may in the future obligate any of the Acquired Companies to make any severance, termination or similar payment to any current or former employee or (C) pursuant to which any of the Acquired Companies may be obligated to make any bonus or similar payment to any current or former employee or director; (A) limiting the ability or right of any Acquired Company (or, after the Effective Time, Parent or any of its Affiliates) to compete or engage in any line of business or to compete with any Person in any geographic area, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) or exclusivity obligations, (C) granting any right of first refusal, right of first offer, rights of negotiation or similar right, or (D) containing any other term, condition or clause that individually or in the aggregate, limits or purports to limit in any material respect the ability of any Acquired Company (or, after the Effective Time, Parent or its Affiliates) to own, operate, manufacture, sell, distribute, transfer, pledge or otherwise dispose of any material assets or business of any Acquired Company (or, after the Effective Time, Parent or its Affiliates); (vi) providing for indemnification (or reimbursement or advancement of legal fees or expenses) of any current or former officer, director or employee of any Acquired Company; (vii) relating to or evidencing Indebtedness for borrowed money or any guarantee of Indebtedness for borrowed money by any Acquired Company which, together with all other such Contracts relating to or evidencing Indebtedness for borrowed money or any guarantee of Indebtedness for borrowed money by any Acquired Company (if any), do not exceed $50,000 in the aggregate (excluding loans to wholly-owned Subsidiaries in the ordinary course of business consistent with past practice); (viii) relating to any joint venture, partnership, strategic alliance, research and development project or similar arrangement that is material to the business of the Acquired Companies; (ix) under which any Acquired Company leases, subleases or licenses any real property; (x) under which any Acquired Company leases personal property (not relating primarily to real property), pursuant to which any Acquired Company is required to make rental payments in excess of $100,000 per year; (xi) (A) in which any Acquired Company has agreed to purchase a minimum quantity of goods or has agreed to purchase goods or services from a sole-source or (B) pursuant to which any Acquired Company has continuing obligations or interests involving the payment of royalties, milestones or other amounts calculated based upon the revenues or income of such Acquired Company, in each case that is not terminable by the applicable Acquired Company without cost or penalty upon less than 30 days’ notice; (xii) for (A) the disposition of any significant portion of the assets or business of any Acquired Company, (B) the acquisition, directly or indirectly, of a material portion of the assets or business of any other Person (whether by merger, sale of stock or assets or otherwise), or (C) related to any disposition or acquisition that contains continuing representations, covenants, indemnities or other obligations (including “earn out” or other contingent payment obligations); (xiii) relating to the research, development, supply, distribution, marketing, promotion, commercialization, manufacturing or license of any product or product candidate of any Acquired Company that is material to the business of any Acquired Company; (xiv) containing a standstill or similar obligation of any Acquired Company to a Third Party or of a Third Party to the Acquired Company that does not terminate in accordance with its terms in connection with the execution of this Agreement; (xv) (A) requires or permits any Acquired Company (or any successor), or an acquirer of any Acquired Company, to make any payment to another Person as a result of a change of control of the Company, (B) gives another Person a right to receive or elect to receive such payment or (C) is subject to modification or termination as a result of a change of control of any Acquired Company; (xvi) containing any agreement by any Acquired Company to indemnify any Person against any infringement, violation or misappropriation of the Intellectual Property rights of a Third Party, other than Contracts entered into in the ordinary course of business consistent with past practice; (xvii) with any Governmental Entity; (xviii) which would prohibit or materially delay the consummation of the Contemplated Transactions or otherwise materially impair the ability of the Company to perform its obligations hereunder; (xix) that is a Company Inbound License or Company Outbound License; and (xx) that is the type of Contract that would be required to be disclosed under Item 404 of Regulation S-K of the Exchange Act. (b) Each Contract of the type described above in this Section 4.11(a3.8(b), other than this Agreementwhether or not set forth in Section 3.8 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” True, correct and complete copies of each ”. Except Company Material Contract Contracts that have been made available expired or terminated by the Company to Parenttheir terms with no continuing obligations thereunder, or publicly filed with the SEC. (b) Except as set forth on Section 4.11(b) all of the Company Disclosure LetterMaterial Contracts are valid and binding on the Acquired Companies, (i) each Company Material Contract is a validas the case may be, binding and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired Company and, to the Knowledge of the Company, of the each other party or parties thereto, in accordance with its termsas applicable, subject to the Enforceability Exceptions; (ii) each Company Material Contract is and in full force and effect, except as may be limited by the Enforceability Exceptions. No Acquired Company has, and to the extent any Company Material Contract expires or terminates in accordance with its terms; (iii) none Knowledge of the Company, Operating Partnerships none of the other parties thereto have, violated in any material respect any provision of, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of their respective Subsidiaries has received written notice of any violation time or both would constitute a material default under the provisions of any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreementand, no Acquired Company has received written or given any notice from of any other party violation or breach of, default under, or intention to a Company Material Contract that such other party intends to cancel, terminate, adversely modify or not renew or renegotiate in renew, any material respects the terms of any such Company Material Contract. The Company has made available to Parent accurate and complete copies of all Company Material Contracts in effect as of the date hereof.

Company Material Contracts. (a) ‎‎ Section 4.11(a4.09(a) of the Company Disclosure Letter sets forth, as of the date hereof, a true, correct true and complete list of each Contract, Contract to which an Acquired Company is a party or is bound as of the date hereofparty, and which falls within any of the following categories: (i) any Contract establishing a joint venture, limited liability company strategic alliance, partnership or partnership agreementsimilar organizational form that is material to the operation of the Acquired Companies, other than any Fund Documentationtaken as a whole; (ii) any Contract, other than Investment Advisory Arrangements, that involves annual future expenditures or receipts by an Acquired Company of more than $1,000,000; (iii) except with respect to Indebtedness set forth in the Company SEC Documentsindebtedness between or among any Acquired Companies, any Contract relating to (A) Indebtedness indebtedness for borrowed money or evidenced by promissory notes or debt securities or securities, (B) any financial guarantycapital or finance leases, (C) obligations under any letter of credit or surety bond, (D) any interest rate, currency or other swap, forward, future, collar, put, call, floor, cap, option or other similar Contract, in each case in excess of $100,000 individually or (E) any guaranty of indebtedness of the type referenced in clauses (A) and through (BD) in excess of $1,000,000 individuallythis ‎Section 4.09(a)(ii); (iviii) any Contract relating to an acquisition, investment, asset purchase, divestiture, merger or similar transaction that which any Acquired Company has continuing entered into (or has otherwise been bound by) within the past three (3) years prior to the date of this Agreement or pursuant to which any obligations (including any indemnification, guarantee, “earn-outearn‑out” or other contingent payment obligations obligations, but excluding any customary confidentiality obligations) remain outstanding; (iv) any Contract that provides for, or is related to, the settlement or compromise of any action settled or compromised within the past three (3) years prior to the date of this Agreement pursuant to which the cash amount paid by (or on an Acquired Companybehalf of) the Company exceeds $350,000; (v) any material lease, sublease or other Contract with respect to the Leased Real PropertyProperty Lease; (vi) any Contract between or among an Acquired the Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, Common Stock (other than the Company) or any Affiliate of the foregoing (or, to the Knowledge of the Company, any immediate family member of any of the foregoing), on the other hand, except for any Contract that is considered a Plan; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired CompanyIntercompany Agreements; (viii) any Reinsurance Contracts and services agreements that are directly related to Reinsurance Contracts; (ix) any Contracts with the Insurance Company’s top 10 Producers for the twelve (12) months ended December 31, 2023 (determined on a consolidated basis based on the dollar amounts of payments payable by or to the Insurance Company); (x) any Contracts with the Affiliated Producers’ top 10 insurance carriers (“Top Carriers”), measured by dollar volume of remittances, with which the Affiliated Producers have maintained a business relationship during the twelve (12) month period ended December 31, 2023, showing the number of title orders by the Affiliated Producers from each such Top Carrier during such period; (xi) any Contract that by its terms limits the payment of dividends or other distributions to stockholders equityholders by the Company or any Subsidiary of the Company; (ixxii) any Investment Advisory Arrangement that collective bargaining agreement or other similar Contract with any collective bargaining agreement or other similar Contract with any guild, labor union, labor organization or works council, whether the same is reasonably likely in effect or has expired and an Acquired Company is continuing to provide annual payments in excess of $10,000,000operate thereunder or negotiating, or required to negotiate, a renewal thereof; (xxiii) the Intellectual Property Agreementsany material Contract with a Material Customer or Material Supplier, but in no instance stand-alone nondisclosure Contracts or Contracts for Standard Software; (xixiv) any Contract (A) under which any Acquired Company grants any license to any Person with respect to Company IP, or receives any license from any Person with respect to any Intellectual Property Rights, or (B) otherwise materially negatively affecting any Acquired Company’s ability to enforce, own, register, use or otherwise exploit any material Company IP (including any covenant not to sue or co‑existence or settlement agreements) in each case of (A) and (B), that is an agreement in settlement material to the operation of a dispute that imposes material obligations on the business of the Acquired Companies after Companies, taken as a whole, and other than (1) non-disclosure agreements, (2) non‑exclusive licenses received by any Acquired Company with respect to Standard Software, and (3) non-exclusive licenses granted to customers, business partners, or service providers in the date hereofordinary course of business consistent with past practice; (xiixv) any employment, severance Contract with a Governmental Authority; (xvi) any Contract imposing or purporting to impose any material limit or other agreement related material restriction on the business activity of the Company or any of its Subsidiaries, including Contracts with (A) non-competition obligations, including any restriction on the right or ability of the Company or any of its Subsidiaries to compete or engage with any other Person in any geographic area or line of business or to develop or distribute any services or products, (B) exclusivity obligations, (C) granting a right of first refusal to any Person, (D) “most favored nation” or “best pricing” and (E) take-or-pay purchase conditions; (xvii) any Contracts relating to mortgaging, pledging or otherwise placing any Lien (other than any Permitted Lien) on any material portion of the provision assets of services between the Company or the Subsidiaries; and (xviii) any other Contract that any of the Acquired Companies and any is party to that is required to be filed by the Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K S‑K of the Securities Act)Act that has not been so filed. Each Contract of the type described in this Section 4.11(a‎‎Section 4.09(a), other than this Agreement, is referred to herein as a “Company Material Contract.” True, correct ”. True and complete copies of each Company Material Contract (including all material amendments thereto), as of the date of this Agreement, have been made available by the Company to Parent, or publicly filed with the SEC. (b) Except as set forth on Section 4.11(bin ‎‎Section 4.09(b) of the Company Disclosure Letter, : (i) each Company Material Contract is a valid, binding and enforceable obligation of an Acquired the Company or a Subsidiary one of an Acquired Company its Subsidiaries and, to the Knowledge of the Company, of the other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; (ii) each Company Material Contract is in full force and effect, except to the extent any Company Material Contract expires or terminates in accordance with its termsterms in the ordinary course of business consistent with past practice or in accordance with the TechCo Reorganization; (iii) none of the Company, Operating Partnerships Company or any of their respective its Subsidiaries has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of Since the Company Balance Sheet Date through the date of this Agreement, no Acquired Company has received written notice from any other party counterparty to a Company Material Contract has notified the Acquired Companies in writing (or, to the Knowledge of the Company, otherwise) that such other party it intends to terminate, terminate or not renew or renegotiate in any material respects the terms of any such a Company Material Contract. (c) None of the Acquired Companies has received written notice or, to the Knowledge of the Company, oral communication of any violation or default in respect of any obligation under (or any condition which, with the passage of time or the giving of notice or both, would result in such a violation or default), or any intention to cancel, terminate or change the scope of rights and obligations under, or not to renew, any Reinsurance Contract, except, in each case, as has not had, and would not reasonably be expected to have, a material and adverse effect on the Acquired Companies, taken as a whole. Except as has not had, and would not reasonably be expected to have, a material and adverse effect on the Acquired Companies, taken as a whole, (i) since December 31, 2020, none of the Acquired Companies has received any written notice from any party to a Reinsurance Contract that any amount of reinsurance ceded by any Acquired Company to such counterparty will be uncollectible or otherwise defaulted upon, (ii) to the Knowledge of the Company, no party to a Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iii) to the Knowledge of the Company, the financial condition of each party to a Reinsurance Contract is not impaired to the extent that a default thereunder is reasonably anticipated, (iv) there are no, and since December 31, 2020 there have been no, disputes under any Reinsurance Contract other than disputes in the ordinary course for which adequate loss reserves have been established, and (v) the relevant Acquired Company is entitled under any applicable Insurance Laws and SAP to take full credit in its SAP Financial Statements for all amounts recoverable by it pursuant to any Reinsurance Contract and all such amounts recoverable have been properly recorded in its books and records of account (if so accounted therefor) and are properly reflected in its SAP Financial Statements, and no Governmental Authority has objected to such characterization and accounting. None of the Reinsurance Contracts is finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Laws. Except as set forth in ‎Section 4.09(c) of the Company Disclosure Letter, none of the Reinsurance Contracts contain any provision providing that the other party thereto may terminate, recapture, amend or alter the pricing or other terms thereof by reason of the transaction contemplated hereby.

Company Material Contracts. (a) Except as set forth on Section 4.11(a2.8(a) of the Disclosure Schedules, neither the Company nor any of its Subsidiaries is a party to or bound by any Contract with rights or obligations remaining in effect as of the date of this Agreement: (i) that provides for material legal and case management services with respect to Asbestos-Related Liabilities or Products Liabilities; (ii) (A) with a supplier that involves individual or aggregate payments or consideration by the Company to such supplier and its Affiliates of more than $50,000 in the 12-month period prior to the date of this Agreement or (B) that is expected to involve individual or aggregate payments or consideration by the Company of more than $50,000 in any 12-month period following the Closing (provided, that the Company need not disclose on the Disclosure Letter sets forthSchedules any Contract pursuant to this clause (ii) if such Contract is also disclosed pursuant to any other clause of this Section 2.8(a)); (iii) that relates to any joint venture, partnership or other similar agreement or arrangements; (iv) that is a settlement, conciliation or similar agreement (A) with any Governmental Entity, (B) pursuant to which the Company or any of its Subsidiaries will have any material outstanding liability or obligation after the Closing Date, or (C) which imposes any equitable or injunctive relief that restricts, in any material respect, the current business or activities of the Company or any of its Subsidiaries that has not expired pursuant to its terms or which the parties have not agreed to terminate; (v) that (A) is a credit agreement, loan agreement, indenture, security agreement, guarantee, note, mortgage or other Contract providing for or securing indebtedness for borrowed money (or guaranteeing the indebtedness for borrowed money of another Person), (B) grants a Lien (other than a Permitted Lien) or restricts the granting of Liens on any property or asset of the Company, (C) provides for or relates to any interest, currency or hedging, derivatives or similar Contracts or (D) restricts payment of dividends or any distributions in respect of the equity interests of the Company; (vi) that is between (A) the Company or any of its Subsidiaries, on the one hand, and (B) any of Seller or its Affiliates (other than the Company and its Subsidiaries), on the other hand and which will survive the Closing (excluding any Contract entered into in connection with this transaction); (vii) that relates to material Intellectual Property licensed to the Company or any of its Subsidiaries, other than non-exclusive licenses entered into in the ordinary course of business with an aggregate value of less than $50,000; (viii) under which the Company or any of its Subsidiaries (A) leases or subleases any real property from any other Person or (B) leases from any other Person any equipment or other tangible personal property; or (ix) to the Knowledge of Seller, that is a written settlement, coverage-in-place, tolling, buy-out or other similar agreement with one or more insurers with respect to any Asbestos-Related Liabilities or Products Liabilities (the “Settlement Agreements”). (b) The Contracts required to be listed on Section 2.8(a) of the Disclosure Schedules are referred to herein as the “Material Contracts.” Except as set forth Section 2.8(a) of the Disclosure Schedules, Seller and/or the Company has made available to Buyer true, correct and complete copies of each Material Contract, including any schedules, exhibits and amendments thereto. (c) (i) Each Material Contract is valid and binding on the Company or one or more of its Subsidiaries and is in full force and effect, and, to the Knowledge of Seller, is valid, binding and enforceable on the other parties thereto, subject to the Enforceability Limitations, (ii) each Material Contract shall continue in full force and effect after Closing on the same terms and conditions as in effect immediately prior to Closing and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would or does constitute a material breach or material default on the part of the Company or any of its Subsidiaries under any Material Contract or, to the Knowledge of Seller, any other party thereto. Except as set forth in Section 2.8(c) of the Disclosure Schedule, as of the date hereof, a true, correct and complete list of each Contract, to which an Acquired Company is a party or is bound as of the date hereof, and which falls within any of the following categories: (i) any joint venture, limited liability company or partnership agreement, other than any Fund Documentation; (ii) any Contract, other than Investment Advisory Arrangements, that involves annual future expenditures or receipts by an Acquired Company of more than $1,000,000; (iii) except with respect to Indebtedness set forth in neither the Company SEC Documents, any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individually; (iv) any Contract relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Company; (v) any material lease, sublease or other Contract with respect to the Leased Real Property; (vi) any Contract between or among an Acquired Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoing, on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or nor any of its Subsidiaries is or has been in a material dispute with a counterparty to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Company; (viii) any Contract that by its terms limits the payment of dividends or other distributions to stockholders by the Company or any Subsidiary of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act). Each Contract of the type described in this Section 4.11(a), other than this Agreement, is referred to herein as a “Company Material Contract.” True, correct and complete copies of each Company Material Contract have been made available by the Company to Parent, or publicly filed with the SEC. (b) Except as set forth on Section 4.11(b) of the Company Disclosure Letter, (i) each Company Material Contract is a valid, binding and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired Company and, to the Knowledge of the Company, of the other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; (ii) each Company Material Contract is in full force and effect, except to the extent any Company Material Contract expires or terminates in accordance with its terms; (iii) none of the Company, Operating Partnerships or any of their respective Subsidiaries has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, no Acquired Company has received written notice from any other party to a Company Material Contract that such other party intends to terminatemodify, not renew on materially different terms, terminate or renegotiate in any material respects the terms of fail to renew any such Company Material Contract.

Company Material Contracts. (a) Section 4.11(a3.14(a) of the Company Disclosure Letter sets forth, forth a list as of the date hereof, a true, correct and complete list of this Agreement of each Contract, of the following Contracts to which an Acquired the Company or any of its Subsidiaries is a party or is bound as of by which the date hereofCompany, and which falls within any of the following categories: its Subsidiaries or its or their assets are bound (other than any Company Employee Plan) (each such Contract listed or required to be so listed, a “Company Material Contract”): (i) any joint venture, limited liability company or partnership agreement, other than any Fund Documentation; (ii) any Contract, other than Investment Advisory Arrangements, that involves annual future expenditures teaming agreements entered into in connection with the pursuit of a specific Government Contract or receipts by an Acquired Company of more than $1,000,000; (iii) except with respect to Indebtedness set forth in the Company SEC Documentssubcontract thereto or customary non-disclosure agreement, any Contract relating to that (A) Indebtedness for borrowed money limits or evidenced by promissory notes or debt securities or (B) any financial guarantypurports to limit, in each case of clauses (A) and (B) in excess of $1,000,000 individually; (iv) any Contract relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Company; (v) any material lease, sublease or other Contract with respect to the Leased Real Property; (vi) any Contract between or among an Acquired Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoing, on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line respect, the freedom of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent Company or any of its Subsidiaries to engage or compete in any line of business or with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Company; (viii) any Contract that by its terms limits the payment of dividends or other distributions to stockholders by the Company or any Subsidiary of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) area or that would so limit or purport to limit, in any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K respect, the freedom of the Securities Act). Each Contract of the type described in this Section 4.11(a)Surviving Company, other than this AgreementParent, is referred to herein as a “Company Material Contract.” True, correct and complete copies of each Company Material Contract have been made available by the Company to Parent, or publicly filed with the SEC. (b) Except as set forth on Section 4.11(b) of the Company Disclosure Letter, (i) each Company Material Contract is a valid, binding and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired Company and, to the Knowledge of the Company, of the other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; (ii) each Company Material Contract is in full force and effect, except to the extent any Company Material Contract expires or terminates in accordance with its terms; (iii) none of the Company, Operating Partnerships or any of their respective Subsidiaries has received written notice after the Closing (except where such limitation is imposed pursuant to Applicable Laws) or (B) contains any material exclusivity or “most favored nation” obligations or restrictions or similar provisions that are binding on the Company or any of its Subsidiaries (or, after the Closing, that would be binding on the Surviving Company, Parent or any of their respective Subsidiaries); (ii) promissory notes, loan agreements, indentures, evidences of Indebtedness or other instruments providing for or relating to the lending of money, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements or that provides for the guarantee, support, indemnification, assumption or endorsement by the Company or any of its Subsidiaries of, or any similar commitment by the Company or any of its Subsidiaries with respect to, the obligations, liabilities or Indebtedness of any violation other Person, in each case in a principal amount in excess of $10,000,000; (iii) any Contract restricting the payment of dividends or default under any the making of distributions to stockholders of the Company Material Contractor the repurchase of stock or other equity of the Company; and (iv) each Acquired Company has in all any Contract that would require the disposition of any material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would not, individually assets or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As line of business of the date Company or its Subsidiaries as a result of this Agreementthe consummation of the Mergers; (v) any joint venture, no Acquired profit-sharing, partnership, strategic alliance, collaboration, material research and development or other similar agreements with a third party that is material to the business of the Company has received written notice and its Subsidiaries, taken as a whole; (vi) any Contract pursuant to which the Company or any of its Subsidiaries receives from any other party Third Party a license or similar right to a Company Material Contract that such other party intends to terminate, not renew or renegotiate in any material respects the terms of any such Company Material Contract.Intellectual

Company Material Contracts. (a) Section 4.11(a4.18(a) of the Company Disclosure Letter Schedule sets forth, forth a listing as of the date hereof, a true, correct and complete list hereof of each Contract, all of the Contracts of the following types to which an Acquired the Company or any of its Subsidiaries is a party or is bound as by which any material assets of the date hereof, and which falls within Company or any of the following categoriesits Subsidiaries are bound or are subject: (i) any joint venture, limited liability company Contracts or partnership agreementgroup of related Contracts, other than purchase orders entered into in the ordinary course of business, which involve commitments to make capital expenditures or which provide for the purchase of assets, goods or services by the Company or any Fund Documentationof its Subsidiaries from any one Person under which the undelivered balance of such assets, goods or services has a purchase price in excess of $2,000,000 in any consecutive twelve (12) month period after the date hereof; (ii) any ContractContracts or group of related Contracts, other than Investment Advisory Arrangementssales orders entered into in the ordinary course of business, that involves annual future expenditures which provide for the sale of goods or receipts services by an Acquired the Company or any of more than its Subsidiaries and under which the undelivered balance of such goods or services has a sale price in excess of $1,000,0004,000,000 in any consecutive twelve (12) month period after the date hereof; (iii) except with respect to Indebtedness set forth in the Company SEC Documents, any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individuallywith a Top Customer; (iv) any Contract relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Companywith a Top Vendor; (v) joint venture agreements, partnership agreements, and limited liability company agreements and each similar type of Contract (however named) involving a sharing of profits, losses, costs or liabilities with any material lease, sublease or other Contract with respect to the Leased Real PropertyPerson; (vi) any Contract between Contracts which contain a covenant not to compete or among an Acquired Company, on otherwise limit the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more freedom of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoing, on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to engage or compete in any line of business, in any geographic location or with any Person, to market any product ; (vii) Contracts providing for “most favored nation” pricing terms or service or to solicit customers or other Persons; similar rights in each case favor of clauses (A), (B) and (C), a third party other than the Company or any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Companyits Subsidiaries; (viii) Contracts which prohibit in any Contract that by its terms limits the payment of dividends or other distributions to stockholders by respect the Company or any Subsidiary of its Subsidiaries from soliciting or hiring any Person and which prohibition would materially impact the Companybusiness of Parent following the Closing; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments other than Contracts for the sale of inventory in the ordinary course of business, Contracts for the sale, assignment, transfer or other disposition of assets involving a purchase price (in a single transaction or a series of related transactions) in excess of $10,000,000100,000 and under which the Company or any of its Subsidiaries has any continuing liability or obligation; (x) the Intellectual Property AgreementsContracts providing for severance, retention, change in control, transaction bonus or other similar payments; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereofevidencing or guaranteeing Funded Indebtedness; (xii) Contracts with any employmentEquity Holder, severance officer or other agreement related to director of the provision Company or any of services between its Subsidiaries, or any Affiliate of any of the Acquired Companies foregoing (other than the Company and its Subsidiaries) except in the case of any Company Service Provider whose annualized compensation opportunities would exceed $500,000employee, officer or director, any employment Contract or Contract with respect to the issuance of any equity in the Company; (xiii) Contracts under which the Company or any of its Subsidiaries has made advances or loans to any other Person, other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision employee loans in the ordinary course of seed capital or other investment in any Person or invest in any investment product; andbusiness; (xiv) any other “Contract relating to the disposition or acquisition of any assets and properties (whether by merger, sale or purchase of assets, sale or purchase of stock or equity, or otherwise) (A) entered into on or after December 31, 2015, (B) individually or in the aggregate material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K to the business of the Securities Act). Each Contract Company and its Subsidiaries, or (C) that contains surviving obligations of the type described Company or any of its Subsidiaries (in this Section 4.11(a)each case, other than this Agreementthe disposition or acquisition of inventory or supplies in the ordinary course of business); (xv) any fidelity or surety bond or completion bond; (xvi) any collective bargaining agreement covering Company Employees; (xvii) Contracts relating to (A) the licensing of Intellectual Property by the Company or any of its Subsidiaries (whether as licensee or licensor) or (B) the ownership, is referred to herein as a development or use of any Intellectual Property owned or used by the Company or any of its Subsidiaries, including orders, injunctions, judgments and settlement, concurrent use and consent-to-use agreements (collectively, the “Company Material ContractIP Agreements”) (excluding, in each case, Company IP Agreements that are either (x) non-exclusive licenses granted in the ordinary course of business by the Company or any of its Subsidiaries or (y) licenses for unmodified, commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms with an aggregate annual license fee of less than $50,000); (xviii) any Contract that is for the engagement of any individual on a full-time, part-time, or consulting basis and providing for annual compensation in excess of $100,000, other than those that can be terminated by the Company or its Subsidiaries at will without the payment of severance and other than any Company Benefit Plan set forth on Section 4.13(a) of the Company Disclosure Schedule; (xix) any Contract involving the settlement of any Action or investigation entered into (a) which contains ongoing monetary obligations of the Company or its Subsidiaries in excess of $250,000, (b) in the past two years in which the settlement amount paid by the Company or its Subsidiaries exceeds $250,000, (c) which imposed any material restrictions on the business or operations of the Company or its Subsidiaries, or (d) which involved any admission of wrongdoing by the Company or any of its Subsidiaries; (xx) any Contract with any federal Governmental Entity or where the Company’s products or services ultimately are being provided to any federal Governmental Entity; and (xxi) the Leases (excluding the De Minimis Leases).” True, correct (b) Correct and complete copies of each Company Material Contract have been made available by the Company required to Parent, or publicly filed with the SEC. (b) Except as set forth on be identified in Section 4.11(b4.18(a) of the Company Disclosure LetterSchedule, including amendments thereto (collectively, the “Company Material Contracts”) have been made available to Parent. Except as would not, or would not reasonably be expected to, be material to the Company and its Subsidiaries taken as a whole, (i) each all of the Company Material Contract Contracts are in full force and effect and are enforceable against the Company or any of its Subsidiaries that is a validparty thereto, binding and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired Company and, to the Knowledge of the Company, of the other party or parties thereto, in accordance with its their respective terms, subject in each case to the Enforceability Exceptions; , and (ii) the Company and each Company Material Contract is in full force and effect, except to of its Subsidiaries (as the extent any Company Material Contract expires or terminates in accordance with its terms; (iiicase may be) none of the Company, Operating Partnerships or any of their respective Subsidiaries has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each pursuant to such Company Material ContractContracts. To the Knowledge of the Company, exceptthere are no written threats of default, in each case, as would not, individually breaches or in the aggregate, reasonably be expected to have a violations of any of such Company Material Adverse EffectContracts by any party thereto. As Neither the Company nor any of its Subsidiaries have received any written or, to the Knowledge of the date Company, oral notice of this Agreement, no Acquired Company has received written notice from the intention of any other party Person to a terminate any Company Material Contract that such other party intends to terminate, not renew or renegotiate in any material respects materially modify the terms of any such Company Material Contractthereof (other than in connection with ordinary course contract renewals).

Company Material Contracts. (a) Except as set forth in Section 4.11(a3.9(a) of the Company Disclosure Letter sets forthLetter, neither the Company nor any of the Company Subsidiaries is, as of the date hereofof this Agreement, a true, correct and complete list of each Contract, party to which an Acquired Company is a party or is bound by any Contract in effect as of the date hereof, and which falls within any of the following categoriesthis Agreement: (i) any joint venture(A) with a customer or distributor that involved individual or aggregate payments or consideration to the Company or the Company Subsidiaries of more than $400,000 in the 12-month period ending on December 31, limited liability company 2016 from such customer and its Affiliates or partnership agreement(B) with a supplier that involved individual or aggregate payments or consideration by the Company or the Company Subsidiaries to such supplier and its Affiliates of more than $400,000 in the 12-month period ending on December 31, other than any Fund Documentation2016; (ii) (A) that limits in any Contractmaterial respect the freedom of the Company or any Company Subsidiary to compete in any line of business, area or geographic region, or with any Person, including any Contract that requires the Company and any Company Subsidiary to work exclusively with any Person in any area or geographic region, or which by its terms would so limit the freedom of Parent or any of its Subsidiaries after the Effective Time, (B) that provides for “most favored nation” rights with respect to pricing (or other than Investment Advisory Arrangementsterms) to another Person or (C) that provides for exclusive or preferred purchasing arrangements or other provisions obligating the Company or Company Subsidiary to obtain its requirements for, that involves annual future expenditures or receipts by an Acquired Company of more than $1,000,000a minimum quantity of, certain products exclusively from any Person; (iii) except with respect that relates to Indebtedness set forth in the Company SEC Documentsany joint venture, any Contract legal partnership, limited liability or other similar agreement or arrangements relating to (A) Indebtedness for borrowed money the formation, creation, operation, management or evidenced by promissory notes control of any joint venture or debt securities or (B) any financial guarantylegal partnership, in each case of clauses in which Company or any Company Subsidiary will be a party (A) and (B) in excess of $1,000,000 individuallyother than with or among wholly-owned Company Subsidiaries); (iv) any Contract relating to an acquisitionthat (A) is a credit agreement, divestitureloan agreement, merger or similar transaction that has continuing indemnificationindenture, security agreement, guarantee, “earn-out” note, mortgage or other contingent Contract providing for or securing Indebtedness (or guaranteeing the Indebtedness of another Person), (B) (x) grants a Lien (other than a Permitted Lien) or (y) restricts the granting of Liens on any property or asset that is material to the Company and the Company Subsidiaries, taken as a whole, (C) provides for or relates to any interest, currency or hedging, derivatives or similar Contracts or (D) restricts payment obligations on an Acquired Companyof dividends or any distributions in respect of the equity interests of the Company or any of the Company Subsidiaries, provided, that clause (B)(y) shall be disregarded for purposes of Section 5.1; (v) that relates to, involves or provides for the settlement of any current or former claim (A) which Contract materially restricts or imposes material leaseobligations after the date of this Agreement upon the Company and the Company Subsidiaries, sublease taken as a whole, or other (B) which Contract with respect would require the Company or the Company Subsidiaries to pay consideration of more than $50,000 after the Leased Real Propertydate of this Agreement; (vi) that is between (A) the Company or any Contract between or among an Acquired Companyof the Company Subsidiaries, on the one hand, and (B) any directorsof directors or officers of the Company or the Company Subsidiaries (other than any compensatory arrangements, executive officers (as indemnification agreements and related Contracts with such term is defined in the Exchange Actofficers) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class holders of Company Capital Stock, Stock (or any Affiliate Affiliates of such holders or any employees, officers or directors thereof) (other than restricted stock purchase agreements and similar Contracts executed substantially on the foregoingCompany’s standard forms), on the other hand; (vii) that grants any Contract containing any covenant rights of first refusal, rights of first offer or other provision (A) prohibiting an Acquired Company from engaging in any business with similar rights to any Person with respect to any material asset of the Company and the Company Subsidiaries, taken as a whole, or levying that contains a fineput, charge call or other payment for doing so; (B) containing and limiting the similar right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting which the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any Company Subsidiary could be required to purchase or sell, as applicable, any equity interests of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Company; (viii) that is for the acquisition or disposition (by merger, stock purchase or otherwise), of equity interests of any Contract that by its terms limits the payment of dividends or other distributions Person, pursuant to stockholders by which the Company or any Company Subsidiary of the Companyhas continuing “earn out”, indemnification or other contingent obligations outstanding; (ix) that obligates as of the date hereof the Company of any Investment Advisory Arrangement that is reasonably likely of the Company Subsidiaries to provide annual payments make any capital expenditure or investment not contemplated by the Capital Expenditure Budget in excess of $10,000,000200,000; (x) that requires the Intellectual Property AgreementsCompany or any of the Company Subsidiaries to provide any funds to or make any investment in (in each case, in the form of a loan, capital contribution or similar transaction) any Person (other than Company Subsidiaries); (xi) under which the Company or any Contract that Company Subsidiary is an agreement in settlement granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property of a dispute that imposes third party, which Contract is material obligations on to the Acquired Companies after Company and the date hereof;Company Subsidiaries, taken as a whole any Contract, but excluding licenses for commercially available, off-the-shelf software (including software used by third parties to provide services through software as a service (SaaS) arrangements); or (xii) under which (A) the Company or the Company Subsidiaries leases from any employment, severance other Person any equipment or other agreement related tangible personal property providing for annual payments by the Company or the Company Subsidiaries in excess of $200,000 or (B) the Company or the Company Subsidiaries leases or sublease any real property to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000;other Person; or (xiii) other than except to the extent such Contract is described in clauses (i) through (xii) above (including any Fund DocumentationContracts with customers, any Contract under which any Acquired distributors or suppliers of the Company is obligatedor the Company Subsidiaries), directly or indirectlythat calls for aggregate payments by, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person consideration from (or invest in any investment product; andaggregate payments, or other consideration, to) the Company or the Company Subsidiaries of more than $200,000. (xivb) any other “material contract” (as such term is defined The Contracts required to be listed in Item 601(b)(10Section 3.9(a) of Regulation S-K of the Securities Act). Each Contract of the type described in this Section 4.11(a), other than this Agreement, is Company Disclosure Letter are together referred to herein as a the “Company Material ContractContracts.” TrueThe Company has made available to Parent true, correct and complete copies of each Company Material Contract have been made available by the Company to ParentContract, or publicly filed with the SECincluding any schedules, exhibits and amendments thereto. (bc) Except as set forth on Section 4.11(b) of the Company Disclosure Letter, (i) each Company Each Material Contract is a valid, valid and binding and enforceable obligation of an Acquired on the Company or a Company Subsidiary of an Acquired Company and is in full force and effect, and, to the Knowledge of the Company, of is valid and binding on the other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; (ii) Limitations, in each Company case other than any Material Contract is in full force and effect, except to the extent any Company Material Contract that expires or terminates is terminated by the Company in accordance with its terms; terms following the date of this Agreement, and (iiiii) none no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default on the part of the Company or any Company Subsidiary under any Material Contract or, to the Knowledge of the Company, Operating Partnerships or any of their respective Subsidiaries has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contractother party thereto, except, in each casecase of clauses (i) through (ii), as has not had and would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreementhereof, no Acquired neither the Company nor any Company Subsidiary is or has been in a material dispute with a counterparty to a Material Contract or have received written notice from any other party to a Company Material Contract that such other party intends to terminate, not terminate or fail to renew or renegotiate in any material respects the terms of any such Company Material Contract.

Company Material Contracts. (a) Section 4.11(a) The Commission Documents describe all of the Company Disclosure Letter sets forthfollowing contracts, as of the date hereofagreements, a true, correct and complete list of each Contract, commitments ("Contracts") to which an Acquired Company the Purchaser is a party or by which it is bound as (collectively, the "Purchaser Material Contracts"): (a) Contracts with any current officer or director of the date hereof, and Purchaser; (b) Contracts with any labor union or association representing any employee of the Purchaser; (c) Contracts pursuant to which falls within any party is required to purchase or sell a stated portion of its requirements or output from or to another party; (d) Contracts for the sale of any of the following categories: (i) any joint venture, limited liability company or partnership agreement, assets of the Purchaser other than any Fund Documentation; (ii) any Contract, other than Investment Advisory Arrangements, that involves annual future expenditures or receipts by an Acquired Company of more than $1,000,000; (iii) except with respect to Indebtedness set forth in the Company SEC Documents, any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individually; (iv) any Contract relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Company; (v) any material lease, sublease or other Contract with respect to the Leased Real Property; (vi) any Contract between or among an Acquired Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoing, on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line ordinary course of business or for the grant to any person or entity of any preferential rights to purchase any of its assets; (e) joint venture agreements; (f) material Contracts containing covenants of the Purchaser not to compete with any Person in any line of business that is material or with any person or entity in any geographical area or covenants of any other person or entity not to an Acquired Companycompete with the Purchaser in any line of business or in any geographical area; (g) Contracts relating to the acquisition by the Purchaser of any operating business or the capital stock of any other person or entity ; (h) Contracts relating to the borrowing of money; or (Di) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C)Contracts, other than Purchaser Real Property Leases, which involve the expenditure of more than $50,000 in the aggregate or $25,000 annually or require performance by any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Company; (viii) any Contract that by its terms limits the payment of dividends or other distributions to stockholders by the Company or any Subsidiary of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after party more than one year from the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act). Each Contract of the type described in this Section 4.11(a), other than this Agreement, is referred to herein as a “Company Material Contract.” True, correct and complete copies of each Company Material Contract have been made available by the Company to Parent, or publicly filed with the SEC. (b) Except as set forth on Section 4.11(b) in the Commission Documents, all of the Company Disclosure LetterPurchaser Material Contracts and other agreements are in full force and effect and are the legal, (i) each Company Material Contract is a valid, valid and binding and enforceable obligation of an Acquired the Purchaser, enforceable against the Company or a Subsidiary of an Acquired Company and, to the Knowledge of the Company, of the other party or parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth in the Enforceability Exceptions; (ii) each Company Commission Documents, the Purchaser is not in default in any material respect under any Purchaser Material Contract is in full force and effectContracts, except nor, to the extent any Company Material Contract expires or terminates in accordance with its terms; (iii) none knowledge of the CompanyPurchaser, Operating Partnerships or any of their respective Subsidiaries has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, no Acquired Company has received written notice from is any other party to a Company any Purchaser Material Contract that such other party intends to terminate, not renew or renegotiate in default thereunder in any material respects respect. There have been made available to the terms Company, its affiliates and their representatives true and complete copies of any such Company all of the Purchaser Material ContractContracts.

Company Material Contracts. (a) Section 4.11(aExcept as set forth on Schedule 4.6(a) (all Contracts listed on Schedule 4.6 (a) together with any other Contracts entered into in the ordinary course of business involving payments or receipts in excess of $3,000,000, collectively, the “Company Material Contracts”) and except for this Agreement and except for any Company Material Real Property Lease, none of the Company Disclosure Letter sets forthSubject Entities or, as with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, the members of the date hereof, a true, correct and complete list of each Contract, to which an Acquired Company Contributor Group is a party to or is bound as of the date hereofby, and which falls within nor are any of the following categoriestheir respective properties or assets bound by, any: (i) Contract that provides non-compete arrangements with any joint venture, limited liability company individual or partnership agreement, other than any Fund Documentationemployee; (ii) Contract under which any ContractSubject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group is a lessee of or holds or operates any tangible property (other than Investment Advisory Arrangementsreal property), that involves owned by any other Person, except for any Contract under which the aggregate annual future expenditures or receipts by an Acquired Company of more than rental payments do not exceed $1,000,0003,000,000; (iii) except Contract under which any Subject Entity or with respect to Indebtedness set forth in the Company SEC DocumentsSUN Retail Assets, prior to the Pre-Closing Transactions, any member of the Contributor Group is a lessor of or permits any third party to hold or operate any tangible property (other than real property), owned or controlled by any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group, as applicable, except for any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of under which the annual rental payments do not exceed $1,000,000 individually3,000,000; (iv) any Contract partnership agreements and joint venture agreements relating to an acquisitionany Subject Entity or, divestiturewith respect to the SUN Retail Assets prior to the Pre-Closing Transactions, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Companyany member of the Contributor Group; (v) Contract of indemnification or guaranty of any material lease, sublease obligation for borrowed money or other Contract material guaranty of any Person, including between any Subject Entity or, with respect to the Leased Real PropertySUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group and any of their respective officers, directors or employees, in each case, other than any such agreements or guarantees that are entered into in the ordinary course of business; (vi) Contract prohibiting any Contract between or among an Acquired CompanySubject Entity or, on with respect to the one handSUN Retail Assets prior to the Pre-Closing Transactions, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more member of the outstanding shares of Contributor Group from freely engaging in any class of Company Capital Stockmaterial business, or including restrictions on any Affiliate Subject Entity’s or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the foregoing, on the other handContributor Group’s ability to compete; (vii) any collective bargaining agreement; (viii) Contract containing any covenant or other provision group of related Contracts with the same party for the purchase of product, services, marketing or advertising, involving payments in excess of $3,000,000, except for agreements entered into in the ordinary course of business; (Aix) prohibiting an Acquired Company from engaging Contract or group of related Contracts with the same party for the sale of products, services, marketing or advertising, under which the undelivered balance of such products or services has a sales price in any business with any Person or levying a fineexcess of $3,000,000, charge or other payment except for doing so; (B) containing and limiting agreements entered into in the right ordinary course of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that business; (x) may be cancelled Contract evidencing or relating to any obligations of any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group, with respect to the issuance, sale, repurchase or redemption of any equity securities; (xi) Contract defining the rights of security holders or any Contract relating to the voting of any shares of capital stock or other ownership interests of any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group; (xii) Contract pursuant to which any Affiliate of any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre- Closing Transactions, any member of the Contributor Group has given any guaranty of payment or performance in favor of any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group, respectively, or provided any other credit support for the benefit of any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group, respectively; (xiii) Contract with any Affiliate of any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group; (xiv) Contract that relates to the disposition or acquisition of assets or properties by any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group, outside of the ordinary course of business, or any merger or business combination with respect to any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group, in each case, since January 1, 2014; (xv) other Contract that involves the expenditure, payment or receipt of more than $3,000,000 in the aggregate and is not terminable by any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group party thereto, without material liability to an Acquired Company upon penalty on notice of 90 days or less, or (y) are not material to an Acquired Company;except for agreements entered into in the ordinary course of business; or (viiixvi) any Contract that would be required to be filed by its terms limits any Subject Entity or, with respect to the payment of dividends or other distributions SUN Retail Assets prior to stockholders by the Company or Pre- Closing Transactions, any Subsidiary member of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely Contributor Group, in a Form 10-K filing pursuant to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act). Each Contract of the type described in this Section 4.11(a), other than this Agreement, is referred to herein as a “Company Material Contract.” True, correct and complete copies of each Company Material Contract have been made available by the Company to Parent, or publicly filed with the SEC.K. (b) Except as set forth on Section 4.11(b) of the Company Disclosure LetterSchedule 4.6(b), (i) each Company Material Contract is a validvalid and binding on such Subject Entity or, binding with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, the member of the Contributor Group party thereto, and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired Company in accordance with its terms against such entity and, to the Knowledge knowledge of the CompanyContributor, of the each other party or parties theretothereto (subject, in accordance with its termseach case, to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Immediately following the Enforceability Exceptions; (ii) Pre-Closing Transactions, SUN Retail shall have all right, title and interest in and to each Company Material Contract is in full force and effectallocated to, except vested in, assigned to the extent any Company Material Contract expires or terminates in accordance with its terms; (iii) none transferred to it by operation of the CompanyPre-Closing Transactions. Except as set forth on Schedule 4.6 (b), Operating Partnerships since January 1, 2014, no Subject Entity or any member of their respective Subsidiaries Contributor Group has received written notice of any default under any Company Material Contract which has not been cured. No Subject Entity or member of the Contributor Group is in breach or violation of or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required , and, to be performed by it under each Contributor’s knowledge, no other party to any Company Material Contract is in breach or violation of or default under any such Contract. There does not exist any event which (with or without notice, exceptpassage of time, or both) would constitute a breach, violation of or default under any Company Material Contract (i) by the Subject Entity or the member of the Contributor Group party thereto, or (ii) to Contributor’s knowledge, by any counterparty thereto, in each case, as which breach, violation or default has had, or would notreasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, no Acquired Company has received written notice from any other party to a Company Material Contract that such other party intends to terminate, not renew or renegotiate in any material respects the terms of any such Company Material Contract.

Company Material Contracts. (a) Section 4.11(aExcept as set forth on Schedule 4.6(a) (all Contracts listed on Schedule 4.6 (a) together with any other Contracts entered into in the ordinary course of business involving payments or receipts in excess of $3,000,000, collectively, the “Company Material Contracts”) and except for this Agreement and except for any Company Material Real Property Lease, none of the Company Disclosure Letter sets forthSubject Entities or, as with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, the members of the date hereof, a true, correct and complete list of each Contract, to which an Acquired Company Contributor Group is a party to or is bound as of the date hereofby, and which falls within nor are any of the following categoriestheir respective properties or assets bound by, any: (i) Contract that provides non-compete arrangements with any joint venture, limited liability company individual or partnership agreement, other than any Fund Documentationemployee; (ii) Contract under which any ContractSubject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group is a lessee of or holds or operates any tangible property (other than Investment Advisory Arrangementsreal property), that involves owned by any other Person, except for any Contract under which the aggregate annual future expenditures or receipts by an Acquired Company of more than rental payments do not exceed $1,000,0003,000,000; (iii) except Contract under which any Subject Entity or with respect to Indebtedness set forth in the Company SEC DocumentsSUN Retail Assets, prior to the Pre-Closing Transactions, any member of the Contributor Group is a lessor of or permits any third party to hold or operate any tangible property (other than real property), owned or controlled by any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group, as applicable, except for any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of under which the annual rental payments do not exceed $1,000,000 individually3,000,000; (iv) any Contract partnership agreements and joint venture agreements relating to an acquisitionany Subject Entity or, divestiturewith respect to the SUN Retail Assets prior to the Pre-Closing Transactions, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Companyany member of the Contributor Group; (v) Contract of indemnification or guaranty of any material lease, sublease obligation for borrowed money or other Contract material guaranty of any Person, including between any Subject Entity or, with respect to the Leased Real PropertySUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group and any of their respective officers, directors or employees, in each case, other than any such agreements or guarantees that are entered into in the ordinary course of business; (vi) Contract prohibiting any Contract between or among an Acquired CompanySubject Entity or, on with respect to the one handSUN Retail Assets prior to the Pre-Closing Transactions, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more member of the outstanding shares of Contributor Group from freely engaging in any class of Company Capital Stockmaterial business, or including restrictions on any Affiliate Subject Entity’s or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the foregoing, on the other handContributor Group’s ability to compete; (vii) any collective bargaining agreement; (viii) Contract containing any covenant or other provision group of related Contracts with the same party for the purchase of product, services, marketing or advertising, involving payments in excess of $3,000,000, except for agreements entered into in the ordinary course of business; (Aix) prohibiting an Acquired Company from engaging Contract or group of related Contracts with the same party for the sale of products, services, marketing or advertising, under which the undelivered balance of such products or services has a sales price in any business with any Person or levying a fineexcess of $3,000,000, charge or other payment except for doing so; (B) containing and limiting agreements entered into in the right ordinary course of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that business; (x) may be cancelled Contract evidencing or relating to any obligations of any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group, with respect to the issuance, sale, repurchase or redemption of any equity securities; (xi) Contract defining the rights of security holders or any Contract relating to the voting of any shares of capital stock or other ownership interests of any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group; (xii) Contract pursuant to which any Affiliate of any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group has given any guaranty of payment or performance in favor of any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group, respectively, or provided any other credit support for the benefit of any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group, respectively; (xiii) Contract with any Affiliate of any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group; (xiv) Contract that relates to the disposition or acquisition of assets or properties by any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group, outside of the ordinary course of business, or any merger or business combination with respect to any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group, in each case, since January 1, 2014; (xv) other Contract that involves the expenditure, payment or receipt of more than $3,000,000 in the aggregate and is not terminable by any Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, any member of the Contributor Group party thereto, without material liability to an Acquired Company upon penalty on notice of 90 days or less, or (y) are not material to an Acquired Company;except for agreements entered into in the ordinary course of business; or (viiixvi) any Contract that would be required to be filed by its terms limits any Subject Entity or, with respect to the payment of dividends or other distributions SUN Retail Assets prior to stockholders by the Company or Pre-Closing Transactions, any Subsidiary member of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely Contributor Group, in a Form 10-K filing pursuant to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act). Each Contract of the type described in this Section 4.11(a), other than this Agreement, is referred to herein as a “Company Material Contract.” True, correct and complete copies of each Company Material Contract have been made available by the Company to Parent, or publicly filed with the SEC.K. (b) Except as set forth on Section 4.11(b) of the Company Disclosure LetterSchedule 4.6(b), (i) each Company Material Contract is a validvalid and binding on such Subject Entity or, binding with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, the member of the Contributor Group party thereto, and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired Company in accordance with its terms against such entity and, to the Knowledge knowledge of the CompanyContributor, of the each other party or parties theretothereto (subject, in accordance with its termseach case, to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Immediately following the Enforceability Exceptions; (ii) Pre-Closing Transactions, SUN Retail shall have all right, title and interest in and to each Company Material Contract is in full force and effectallocated to, except vested in, assigned to the extent any Company Material Contract expires or terminates in accordance with its terms; (iii) none transferred to it by operation of the CompanyPre-Closing Transactions. Except as set forth on Schedule 4.6(b), Operating Partnerships since January 1, 2014, no Subject Entity or any member of their respective Subsidiaries Contributor Group has received written notice of any default under any Company Material Contract which has not been cured. No Subject Entity or member of the Contributor Group is in breach or violation of or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required , and, to be performed by it under each Contributor’s knowledge, no other party to any Company Material Contract is in breach or violation of or default under any such Contract. There does not exist any event which (with or without notice, exceptpassage of time, or both) would constitute a breach, violation of or default under any Company Material Contract (i) by the Subject Entity or the member of the Contributor Group party thereto, or (ii) to Contributor’s knowledge, by any counterparty thereto, in each case, as which breach, violation or default has had, or would notreasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, no Acquired Company has received written notice from any other party to a Company Material Contract that such other party intends to terminate, not renew or renegotiate in any material respects the terms of any such Company Material Contract.

Company Material Contracts. (a) Section 4.11(a) of the The Company Disclosure Letter sets forth, as of the date hereof, ---------------------------- contains a true, correct and complete list of each Contractthe following (hereinafter referred to as the "Company Material Contracts"): (i) all bonds, debentures, notes, mortgages, indentures or guarantees to which an Acquired the Company is a party or is bound as of the date hereof, and by which falls within any of the following categories: its properties or assets (ireal, personal or mixed, tangible or intangible) any joint venture, limited liability company or partnership agreement, other than any Fund Documentationis bound; (ii) all leases to which the Company is a party or by which any Contractof its properties or assets (real, other than Investment Advisory Arrangementspersonal or mixed, that involves annual future expenditures tangible or receipts by an Acquired Company of more than $1,000,000intangible) is bound; (iii) except with respect all loans and credit commitments to Indebtedness set forth in the Company SEC Documentswhich are outstanding, any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any together with a brief description of such commitments and the name of each financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individuallyinstitution granting the same; (iv) any Contract relating to an acquisition, divestiture, merger all contracts or similar transaction that has continuing indemnification, guarantee, “earn-out” agreements which limit or other contingent payment obligations on an Acquired Company; (v) any material lease, sublease or other Contract with respect to restrict the Leased Real Property; (vi) any Contract between or among an Acquired Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoing, on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business jurisdiction or to compete limit or restrict others from competing with any Person the Company in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Companyjurisdiction; (viiiv) any Contract that by its terms limits the payment of dividends all agreements and documentation evidencing currently outstanding loans or other distributions to stockholders advances made by the Company to or any Subsidiary on behalf of its customers other than trade credit extended in the ordinary course of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product's business; and (xivvi) any all existing contracts and commitments (other “material contract” than those described in subparagraphs (i), (ii), (iii), (iv) or (v) of this Section ------- 3.9, and the Company Benefit Plans (as such hereinafter defined)) to which the --- Company is a party or by which its respective properties or assets may be bound involving an annual commitment or annual payment by any party thereto of more than $5,000 individually, or which have a fixed term is defined in Item 601(b)(10extending more than twelve (12) months from the date hereof and which involve a total commitment or payment by any party thereto of Regulation S-K of the Securities Act)more than $10,000. Each Contract of the type described in this Section 4.11(a), other than this Agreement, is referred to herein as a “Company Material Contract.” True, correct True and complete copies of each all Company Material Contract Contracts, including all amendments thereto, have been or will be made available by the Company to Parent, or publicly filed with the SEC. (b) Except as set forth on Section 4.11(b) of the Company Disclosure Letter, (i) each STR. The Company Material Contract is a valid, binding Contracts are valid and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired in accordance with their respective terms with respect to the Company and, to the Knowledge best knowledge of the Company, of the are valid and enforceable in accordance with their respective terms with respect to any other party or parties thereto, in accordance with its terms, each case subject to applicable bankruptcy, insolvency and other similar laws affecting the Enforceability Exceptions; (ii) each enforceability of creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies. There is not under any of the Company Material Contract is in full force Contracts any existing breach, default or event of default by the Company or event that with notice or lapse of time or both would constitute a breach, default or event of default by the Company nor does the Company know of, and effectthe Company has not received notice of, except to the extent or made a claim with respect to, any Company Material Contract expires or terminates in accordance with its terms; (iii) none of the Company, Operating Partnerships or any of their respective Subsidiaries has received written notice of any violation breach or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, no Acquired Company has received written notice from any other party to a Company Material Contract that such other party intends to terminate, not renew or renegotiate in any material respects the terms of any such Company Material Contractthereto.

Company Material Contracts. (a) Section 4.11(a) of the The Company Disclosure Letter sets forth, as of the date hereof, ---------------------------- contains a true, correct and complete list of each Contractthe following (hereinafter referred to as the "Company Material Contracts"): (i) all bonds, debentures, notes, mortgages, indentures or guarantees to which an Acquired the Company is a party or is bound as of the date hereof, and by which falls within any of the following categories: its properties or assets (ireal, personal or mixed, tangible or intangible) any joint venture, limited liability company or partnership agreement, other than any Fund Documentationis bound; (ii) all leases to which the Company is a party or by which any Contractof its properties or assets (real, other than Investment Advisory Arrangementspersonal or mixed, that involves annual future expenditures tangible or receipts by an Acquired Company of more than $1,000,000intangible) is bound; (iii) except with respect all loans and credit commitments to Indebtedness set forth in the Company SEC Documentswhich are outstanding, any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any together with a brief description of such commitments and the name of each financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individuallyinstitution granting the same; (iv) any Contract relating to an acquisition, divestiture, merger all contracts or similar transaction that has continuing indemnification, guarantee, “earn-out” agreements which limit or other contingent payment obligations on an Acquired Company; (v) any material lease, sublease or other Contract with respect to restrict the Leased Real Property; (vi) any Contract between or among an Acquired Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoing, on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business jurisdiction or to compete limit or restrict others from competing with any Person the Company in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Companyjurisdiction; (viiiv) any Contract that by its terms limits the payment of dividends all agreements and documentation evidencing currently outstanding loans or other distributions to stockholders advances made by the Company to or any Subsidiary on behalf of its customers other than trade credit extended in the ordinary course of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product's business; and (xivvi) any all existing contracts and commitments (other “material contract” than those described in subparagraphs (i), (ii), (iii), (iv) or (v) of this Section 3.9, ----------- and the Company Benefit Plans (as such hereinafter defined)) to which the Company is a party or by which its respective properties or assets may be bound involving an annual commitment or annual payment by any party thereto of more than $5,000 individually, or which have a fixed term is defined in Item 601(b)(10extending more than twelve (12) months from the date hereof and which involve a total commitment or payment by any party thereto of Regulation S-K of the Securities Act)more than $10,000. Each Contract of the type described in this Section 4.11(a), other than this Agreement, is referred to herein as a “Company Material Contract.” True, correct True and complete copies of each all Company Material Contract Contracts, including all amendments thereto, have been or will be made available by the Company to Parent, or publicly filed with the SEC. (b) Except as set forth on Section 4.11(b) of the Company Disclosure Letter, (i) each STR. The Company Material Contract is a valid, binding Contracts are valid and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired in accordance with their respective terms with respect to the Company and, to the Knowledge best knowledge of the Company, of the are valid and enforceable in accordance with their respective terms with respect to any other party or parties thereto, in accordance with its terms, each case subject to applicable bankruptcy, insolvency and other similar laws affecting the Enforceability Exceptions; (ii) each enforceability of creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies. There is not under any of the Company Material Contract is in full force Contracts any existing breach, default or event of default by the Company or event that with notice or lapse of time or both would constitute a breach, default or event of default by the Company nor does the Company know of, and effectthe Company has not received notice of, except to the extent or made a claim with respect to, any Company Material Contract expires or terminates in accordance with its terms; (iii) none of the Company, Operating Partnerships or any of their respective Subsidiaries has received written notice of any violation breach or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, no Acquired Company has received written notice from any other party to a Company Material Contract that such other party intends to terminate, not renew or renegotiate in any material respects the terms of any such Company Material Contractthereto.

Company Material Contracts. (a) Section 4.11(a) 3.15 of the Company Disclosure Letter sets forth, Schedule lists each of the following contracts and agreements of the Company and the Company Subsidiaries as of the date hereofhereof (each such contract and agreement, being a true, correct and complete list of each “Company Material Contract, to which an Acquired Company is a party or is bound as of the date hereof, and which falls within any of the following categories:”): (i) other than contracts for ordinary repair and maintenance, all agreements for the provision of services for, or the management, maintenance, replacement or repair of, all or portion of any joint ventureCompany Properties, which agreements (A) have a remaining term in excess of ninety (90) days or are not cancelable (without material penalty, cost or other liability) within ninety (90) days and (B) are reasonably likely to result in expenses to the Company in excess of $150,000 in any fiscal year; (ii) all partnership, limited liability company or partnership agreement, other than any Fund Documentation; (ii) any Contract, other than Investment Advisory Arrangements, that involves annual future expenditures or receipts by an Acquired Company of more than $1,000,000joint venture agreements; (iii) except with respect any agreement (other than among consolidated Subsidiaries) under which indebtedness is outstanding or may be incurred or pursuant to Indebtedness set forth in which any property or asset is mortgaged, pledged or otherwise subject to an Encumbrance (other than a Permitted Encumbrance), or any agreement restricting the incurrence of indebtedness or the incurrence of Encumbrances or restricting the payment of dividends or the transfer of any Company SEC Documents, any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individuallyProperties; (iv) any Contract relating all leases of real property on the Company Properties other than among Company Subsidiaries equal to an acquisition, divestiture, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Companygreater than 15,000 rentable square feet; (v) any agreement that purports to limit in any material leaserespect the right of the Company or any Company Subsidiary (A) to engage in any line of business, sublease or other Contract (B) to compete with respect to the Leased Real Propertyany person or operate in any location; (vi) any Contract between or among an Acquired Companyagreements for the pending sale, on the one handacquisition, and any directorsoption to sell, executive officers (as such term is defined in the Exchange Act) right of first refusal, right of first offer or any beneficial owner other contractual right to dispose of five percent (5%) or more of the outstanding shares of acquire any class of Company Capital Stock, or any Affiliate of the foregoing, on the other handreal property; (vii) any Contract containing any covenant employment agreements, severance, change in control or other provision (A) prohibiting an Acquired termination agreements with officers of the Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or lessSubsidiary, or (y) are not material to an Acquired Companylabor or collective bargaining agreements; (viii) any Contract that by its terms limits indemnification agreements with officers or directors of the payment of dividends Company or other distributions to stockholders any Company Subsidiary; (ix) each contract entered into by the Company or any Company Subsidiary that provides by its terms for future total payments by or obligations of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments Company or a Company Subsidiary in excess of $10,000,000;200,000 in any fiscal year (other than employment, severance, change in control or termination agreements); and (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related required to be filed as an exhibit to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, Company’s Annual Report on Form 10-K pursuant to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of under the Securities Act). Each Contract of the type described in this Section 4.11(a), other than this Agreement, is referred to herein as a “Company Material Contract.” True, correct and complete copies of each Company Material Contract have been made available by the Company to Parent, or publicly filed with the SEC. (b) Except as set forth on Section 4.11(b) of the Company Disclosure Letter, (i) each Company Material Contract is a valid, binding and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired Company and, to the Knowledge of the Company, of the other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; (ii) each Company Material Contract is in full force and effect, except to the extent any Company Material Contract expires or terminates in accordance with its terms; (iii) none of the Company, Operating Partnerships or any of their respective Subsidiaries has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. As , (i) neither the Company nor any of the date Company Subsidiaries is and, to the Knowledge of this Agreementthe Company, no Acquired Company has received written notice from any other party is in breach or violation of, or default under, any Company Material Contract, (ii) to the Knowledge of the Company, none of the Company or any of the Company Subsidiaries have received any claim of default under any such agreement, and (iii) to the Knowledge of the Company, no event has occurred which would result in a breach or violation of, or a default under, any Company Contract (in each case, with or without notice or lapse of time or both). Except as would not reasonably be expected to have a Company Material Contract that such other party intends to terminateAdverse Effect, not renew or renegotiate in any material respects the terms of any such each Company Material ContractContract is valid, binding and enforceable in accordance with its terms and is in full force and effect. The Company has made available to Acquiror true and complete copies of all Company Material Contracts, including any amendments thereto.

Company Material Contracts. (a) Section 4.11(aSchedule ‎3.9(a) of the Company Disclosure Letter sets forth, forth a list as of the date hereof, a true, correct and complete list hereof of each Contract, of the following types of Contracts to which an Acquired Company is a party or is bound as of the date hereof, and which falls within any of the following categoriesCompany Entities is a party: (i) any joint ventureagreement (A) for the employment or engagement of any Key Employee or (B) providing for any change in control bonus, limited liability company transaction bonus and similar compensation or partnership agreement, other than any Fund Documentationbenefit; (ii) any Contract, other than Investment Advisory Arrangements, agreement that involves annual future expenditures or receipts by an Acquired is a collective bargaining agreement with any labor organization that represents employees of any Company of more than $1,000,000Entity; (iii) except any agreement containing a covenant that materially limits (or purports to limit) the freedom of any Company Entity or any of its Affiliates (including, following the Closing, Buyer and its Affiliates) to compete in any line of business or with respect to Indebtedness set forth any Person or in any area or which imposes exclusivity requirements (including “requirements” obligations) on any Company Entity or any of its Affiliates (including, following the Company SEC DocumentsClosing, any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) Buyer and (B) in excess of $1,000,000 individuallyits Affiliates); (iv) any Contract relating to an acquisitionagreement that (A) imposes or contains any (1) “most favored nation”, divestiture, merger “most favored customer” or similar transaction that has continuing indemnification, guarantee, obligations or (2) “earn-outright of first refusal” or other contingent payment obligations on an Acquired Company“right of first offer” or similar provision or (B) provides for any Person to be the exclusive provider to any Company Entity of any material product or service; (v) any material lease, sublease lease or other Contract agreement pursuant to which any Company Entity is a lessor (excluding any leases of equipment under agreements with respect to customers) or a lessee of any tangible personal property, or holds or operates any tangible personal property owned by another Person, except for any leases of personal property under which the Leased Real Propertyaggregate annual rent or lease payments do not exceed $100,000; (vi) any Contract between pursuant to which any Company Entity (A) obtains any right to use, or among covenant not to be sued under, any third party Intellectual Property that is material to the Company Entities (excluding license agreements requiring an Acquired Companyannual payment of less than $250,000 and agreements for commercial or “off-the-shelf” or open source software or services) or (B) grants any right to use, on or covenant not to be sued under, any Intellectual Property that is material to the one handCompany Entities (excluding non-exclusive licenses granted by any of the Company Entities in the ordinary course of business), and, in each case of (A) and (B), excluding (1) Contracts granting ancillary or incidental rights to Intellectual Property, (2) non-disclosure agreements, employment agreements, and any directors, executive officers (as such term is defined independent contractor agreements entered into in the Exchange Actordinary course of business, and (3) or any beneficial owner customer Contracts entered into in the ordinary course of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoing, on the other handbusiness; (vii) any Contract containing agreement or contract under which any covenant or other provision Company Entity has (A) prohibiting an Acquired Company from engaging in borrowed any business with money or issued any Person or levying a finenote, charge indenture or other payment similar evidence of Indebtedness or guaranteed such Indebtedness of others (other than intercompany indebtedness or endorsements for doing so; (B) containing and limiting the right purpose of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) thatcollection), following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case having an outstanding principal amount in excess of clauses (A)$500,000, (B) and granted Liens over the assets of any Company Entity (other than Permitted Liens) or (C), ) granted any loan or made any other extension of credit (other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice accounts receivable payments in the ordinary course of 90 days or less, or (y) are not material to an Acquired Companybusiness); (viii) any Contract that by its terms limits contract or group of related contracts (A) with a Top Customer, or (B) for the payment of dividends or other distributions to stockholders delivery by the Company Entities of products or any Subsidiary services to customers under which the aggregate annualized revenue of the Company;Company Entities’ from such contracts or group of related contracts is reasonably expected to be in excess of $1,000,000 (ix) any Investment Advisory Arrangement that Contract or group of related Contracts (other than purchase orders entered into in the ordinary course of business) (A) with a Top Supplier or (B) for the purchase, lease or license of materials, supplies, goods, services, software, equipment or other assets under which the aggregate annualized payment of the Company Entities’ from such contracts or group of related contracts is reasonably likely expected to provide annual payments be in excess of $10,000,000400,000; (x) any (A) joint venture or similar arrangements with third parties, (B) stockholders, investors rights, registration rights or similar Contracts or (C) Contract with any Governmental Authority (other than, in the Intellectual Property Agreementscase of clause (C), any such Contracts entered into the ordinary course of business with customers of the Company Entities); (xi) any Contract that is an agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Entities (other than sales of inventory in settlement the ordinary course of a dispute that imposes material business), in each case, involving payments in excess of $1,000,000, other than agreements in which the applicable acquisition or disposition has been consummated and there are no obligations on the Acquired Companies after the date hereofof any Company Entity ongoing; (xii) any employmentmaterial Contract providing for the uncapped indemnification with respect to any infringement, severance misappropriation or other agreement related to the provision violation of services between Intellectual Property of any of the Acquired Companies and Person by any Company Service Provider whose annualized compensation opportunities would exceed $500,000;Entity, excluding (A) indemnifications provided in Contracts entered into in the ordinary course of business and (B) contracts under which liability which cannot be limited or excluded by law; and (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any agreement requiring capital contribution, co-investment, provision expenditures after the date of seed capital or other investment this Agreement in an amount in excess of $1,000,000 in any Person or invest in any investment product; and (xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act). Each Contract of the type described in this Section 4.11(a), other than this Agreement, is referred to herein as a “Company Material Contract.” True, correct and complete copies of each Company Material Contract have been made available by the Company to Parent, or publicly filed with the SECcalendar year. (b) Except as set forth in Schedule ‎3.9(b), each Contract disclosed (or required to be disclosed) on Section 4.11(bSchedule ‎3.9(a) and, as of the Company Disclosure LetterClosing, any other Contract in existence that would have been required to be disclosed on Schedule ‎3.9(a) if in existence on the date hereof (i) each each, a “Company Material Contract Contract”) (a) is a validin full force and effect (subject to expiring in accordance with its terms) and (b) represents the legal, valid and binding obligations of and are enforceable obligation of an Acquired against the Company or a Subsidiary of an Acquired Company Entity party thereto and, to the Knowledge of the Company, represent the legal, valid and binding obligations of and are enforceable against the other party or parties thereto, in accordance with its their respective terms, subject in each case to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and as limited by the Enforceability Exceptions; availability of specific performance and the application of equitable principles. Except as set forth in Schedule ‎3.9(b), (ii) each Company Material Contract is in full force and effect, except to the extent any Company Material Contract expires or terminates in accordance with its terms; (iiii) none of the Company, Operating Partnerships Company Entities is in material breach of or any of their respective Subsidiaries has received written notice of any violation or material default under any Company Material Contract; , (ii) none of the Company Entities has received any written notice of material breach of or material default under any Company Material Contract and (iviii) each Acquired Company to the Knowledge of the Company, no event has occurred that would reasonably be expected to result in all a material respects performed all obligations required to be performed by it breach of, a material default under each any Company Material Contract, except, Contract (in each case, as would notwith or without notice or lapse of time or both). The Company Entities have made available to Buyer a true, individually or in correct and complete copy of each of the aggregate, reasonably be expected to have a written Company Material Adverse Effect. As Contracts, together with all amendments, extensions, guarantees and other binding supplements thereto as of the date hereof. Since the date of this Agreementthe Latest Balance Sheet, no Acquired none of the Company Entities has received any written notice from any other party of an intention to terminate or, in the case of a Company Material Contract that such related to an ongoing relationship with the other party intends thereto, determination not to terminate, not renew or renegotiate in extend on substantially similar terms, any material respects Company Material Contract by any of the terms of parties to any such Company Material Contract. With respect to any Company Material Contract that, by its terms, would automatically renew or extend absent notice or other action by a party thereto, no such party has given any such notice or taken any such action.

Company Material Contracts. (a) Section 4.11(a) of the Except for this Agreement or any Company Disclosure Letter sets forthBenefit Plan, as of the date hereofof this Agreement, a true, correct and complete list of each Contract, to which an Acquired the Company is not a party to or is bound as of the date hereof, and which falls within by any of the following categoriesContract: (i) related to any joint venture, limited liability company or partnership agreement, other than settlement of any Fund DocumentationProceeding in the last three (3) years; (ii) any Contractconstituting a collective bargaining arrangement or with a labor union, other than Investment Advisory Arrangementslabor organization, that involves annual future expenditures works council or receipts by an Acquired Company of more than $1,000,000similar organization; (iii) except with respect to Indebtedness set forth in any employee of the Company SEC Documents, any Contract relating whereby the Company has ongoing obligations as of the date hereof and pursuant to (A) Indebtedness for borrowed money which the applicable employee receives or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess is entitled to receive an annual salary of $1,000,000 individually100,000 or more and that is not terminable by the Company without notice or payment of severance or other termination benefits exceeding those required by applicable Law; (iv) for any Contract relating to an acquisitionLeased Real Property or the lease of personal property providing, divestiturein each case, merger for annual payments thereunder of $250,000 or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Companymore; (v) involving the payment or receipt of (x) royalties, licensing fees or advances of more than $10,000 in the aggregate or (y) any material leaseother amounts of more than $5,000 in the aggregate, sublease in each case in the twelve (12)-month period ending on December 31, 2017 and December 31, 2018, calculated based upon the actual or other Contract with respect projected revenues or income of the Company or the actual or projected income or revenues related to any product of the Leased Real PropertyCompany; (vi) any Contract between or among an Acquired the Company, on the one hand, and any directors, director or executive officers (as such term is defined in officer of the Exchange Act) Company or any beneficial owner of Person beneficially owning five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoingShares, on the other hand; (vii) any Contract containing any covenant relating to Indebtedness of the Company of $500,000 or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Companymore; (viii) containing any Contract standstill or similar agreement pursuant to which the Company has agreed not to acquire assets or securities of another Person or any of its affiliates; (ix) that would prevent, materially delay or materially impede the Company’s ability to consummate the transactions contemplated by its terms limits the payment of dividends or other distributions to stockholders this Agreement; (x) providing for indemnification by the Company that is material to the Company of any Person or pursuant to which any Subsidiary indemnification obligations of the Company that are material to the Company remain outstanding or otherwise survive as of the date of this Agreement, except pursuant to immaterial Contracts entered into in the ordinary course of business; (xi) that was not, to the Knowledge of the Company, negotiated and entered into on an arm’s length basis; (xii) that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company; (ixxiii) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related relating to the provision acquisition, disposition or sale of services between any assets or business (whether by merger, sale of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) stock, sale of assets or otherwise), other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly in the Ordinary Course of Business or indirectly, to make any capital contribution, co-investment, provision of seed capital assets valuing less than $100,000 individually or other investment $250,000 in any Person or invest in any investment product; andthe aggregate; (xiv) that (1) purports to limit in any material respect either the type of business in which the Company may engage or the manner or locations in which it may so engage in any business or which would so limit the freedom of the Company, Parent or any of their respective Subsidiaries after the Closing Date, (2) could require the disposition of any material assets or line of business of the Company, (3) grants “most favored nation” status, or (4) prohibits or limits the right of the Company in any material respect to make, sell or distribute any products or services or use, transfer, license, distribute or enforce any of its Intellectual Property Rights; (xv) that is a Company Intellectual Property Contract; (xvi) with a Governmental Entity; (xvii) providing for a joint venture, partnership, limited liability company or similar arrangement involving the sharing of profits, losses, costs or liabilities with any third party; or (xviii) any other Contract or group of related Contracts not otherwise described in the foregoing clauses (i) through (xvii) of this Section 6.12(a) that is material to the Company (together with each Contract constituting any of the foregoing types of Contract described in clauses (i) through (xvii) of this Section 6.12(a) and together with any Contract that has been or would be required to be filed by the Company as a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed as a “material contract” on a Current Report on Form 8-K or pursuant to Item 404 of Regulation S-K under the Securities Act). Each Contract of the type described in this Section 4.11(a), other than this Agreement, is referred to herein as a “Company Material Contract”).” True, (b) A correct and complete copies copy of each Company Material Contract have has been made available by the Company to Parent, or publicly filed with the SEC. (b) Except as set forth on Section 4.11(b) of the Company Disclosure Letter, (i) each . Each Company Material Contract is a valid, valid and binding and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired on the Company and, to the Knowledge of the Company, of the each other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; (ii) each Company Material Contract and is in full force and effect, except as would not have a Material Adverse Effect. There is no breach or event of default under any such Contract by the Company or, to the extent any Company Material Contract expires or terminates in accordance with its terms; (iii) none Knowledge of the Company, Operating Partnerships any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company, or, to the Knowledge of the Company, any of their respective Subsidiaries has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, exceptother party thereto, in each case, except as would not, individually or in the aggregate, reasonably be expected to have has not had a Company Material Adverse Effect. As of the date of this Agreement, no Acquired Company has received written notice from any other party to a Company Material Contract that such other party intends to terminate, not renew or renegotiate in any material respects the terms of any such Company Material Contract.

Company Material Contracts. (a) Section 4.11(a) All Contracts, including amendments thereto, required to be filed as an exhibit to any report of the Company Disclosure Letter sets forth, as filed pursuant to the Exchange Act of the date hereof, a true, correct and complete list of each Contract, to which an Acquired Company is a party or is bound as of the date hereof, and which falls within any of the following categories: (i) any joint venture, limited liability company or partnership agreement, other than any Fund Documentation; (ii) any Contract, other than Investment Advisory Arrangements, that involves annual future expenditures or receipts by an Acquired Company of more than $1,000,000; (iii) except with respect to Indebtedness set forth in the Company SEC Documents, any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individually; (iv) any Contract relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Company; (v) any material lease, sublease or other Contract with respect to the Leased Real Property; (vi) any Contract between or among an Acquired Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoing, on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Company; (viii) any Contract that by its terms limits the payment of dividends or other distributions to stockholders by the Company or any Subsidiary of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other “material contract” (as such term is defined type described in Item 601(b)(10) of Regulation S-K promulgated by the SEC have been filed, and, as of the Securities Act). Each date hereof, no such Contract has been amended or modified. (b) Other than (x) the Contracts described in Section 3.18(a) that have been filed, (y) any Contract solely among the Company and any wholly owned Company Subsidiary or among any wholly owned Company Subsidiaries or (z) as set forth on Section 3.18(b) of the type described Company Disclosure Letter, as of the date hereof, neither the Company nor any Company Subsidiary is a party to or bound by (and none of their respective assets or properties are bound by): (i) any material joint venture, partnership, limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its wholly owned Company Subsidiaries or among the wholly owned Company Subsidiaries; (ii) any Contract (A) that provides for the creation, incurrence, assumption or guarantee of Indebtedness of the Company or any Company Subsidiary with an outstanding principal amount in this Section 4.11(aexcess of $1,000,000, or (B) with respect to any outstanding letters of credit, bankers’ acceptances, performance bonds, surety bonds or guarantees; (iii) any Contract that grants any rights of first refusal, rights of first negotiation, right of first offer, or other similar rights to any person with respect to the sale of any material assets, rights or properties of the Company or any Company Subsidiary; (iv) any Contract that (A) expressly obligates the Company or any of the Company Subsidiaries (or following the Closing, Parent or its Subsidiaries (including the Surviving Corporation and its Subsidiaries)) to conduct business with any third party on an exclusive basis, or (B) contains (1) “most favored nation”, “most favored customer”, “most favored supplier” or similar covenants to the counterparty of such Contract, (2) take or pay provisions (committing a person to buy a minimum quality of goods or services provided by another person) or (3) requirements provisions (committing a person to provide the quantity of goods or services required by another person). (v) any Contract for the acquisition or disposition of any business by the Company or any Company Subsidiary (including equity interests) (whether by merger, sale of stock, sale of assets, or otherwise), other than this Agreement, (A) since January 1, 2016 and that involves an asset value in excess of $1,000,000 or (B) pursuant to which any material earn-out, deferred or contingent payment or indemnification obligations remain outstanding (excluding indemnification obligations in respect of representations and warranties and covenants that survive indefinitely or for periods equal to a statute of limitations and excluding obligations to indemnify directors and officers pursuant to acquisition agreements); (vi) any Affiliate Arrangement; (vii) any Contract relating to any resolution or settlement of any Proceeding, whether actual or, to the knowledge of the Company, threatened in writing, involving the Company or any of the Company Subsidiaries that (A) imposes continuing material obligations upon the operation of the Company or any of the Company Subsidiaries or (B) that has had or would reasonably be expected to result in payments by the Company or any of the Company Subsidiaries after January 1, 2019 in excess of $250,000 individually or, to the extent that multiple resolutions or settlements relate to the same Proceeding, in the aggregate with respect to all such resolutions or settlements; (viii) any Contract that expressly imposes any restriction on the right of the Company or any Company Subsidiaries to compete with any other person, except for conflict related restrictions in respect to any engagements entered into in the ordinary course of business of the Company or any Company Subsidiary; (ix) any Contract (A) pursuant to which the Company or any Company Subsidiary licenses from a third party the right to use any Intellectual Property for which the Company or any Company Subsidiary is required to make annual payments in excess of $250,000 or where such Intellectual Property is material to the conduct of the business of the Company and its Subsidiaries as currently conducted, taken as a whole (other than any “commercially available off-the-shelf software package,” or other software licensed pursuant to a software “shrink wrap,” “click wrap,” or “click-through” license), or (B) pursuant to which the Company or any Company Subsidiary has licensed any material Intellectual Property owned by the Company or any Company Subsidiary to a third party (other than non-exclusive licenses granted, directly or indirectly, to customers in the ordinary course of business) (the Contracts contemplated by this clause (ix), each, an “IP Contract”); (x) any Contract pursuant to which the Company or any of its Subsidiaries, as applicable, has agreed to provide any third party with access to source code for any Software owned or licensed by the Company or any of its Subsidiaries, or to provide for such source code to be put in escrow or a similar arrangement, or otherwise grants a license to such source code, for the benefit of a third party (including upon the occurrence of specified events); (xi) any Contract granting any Lien (other than a Permitted Lien) on any of material assets or properties of the Company or any of the Company Subsidiaries; (xii) any collective bargaining agreement or similar agreement or arrangement with any labor union, works council, or other labor organization; (xiii) (A) any Contract with a Material Customer in respect of an existing engagement that (1) is a master services agreement or (2) provides for the provision of ongoing services by the Company or any Company Subsidiary to such Material Customer, pursuant to which in the case of clause (2) the Company or any Company Subsidiary has received, or reasonably expects to receive, under such Contract based on the Company’s backlog reports as of May 31, 2019, in excess of $100,000 in fees during the period beginning on January 1, 2019 and ending on December 31, 2019, or (B) any Contract pursuant to which the Company or any Company Subsidiary provides services to a customer and the Company or any Company Subsidiary has received, or reasonably expects to receive for existing contracted engagements based on the Company’s backlog reports as of May 31, 2019, in excess of $2,500,000 in fees during the period beginning on January 1, 2019 and ending on December 31, 2019; (xiv) (A) any Contract with a Material Vendor pursuant to which such Material Vendor currently provides goods or services to the Company or any Company Subsidiary pursuant to which the Company or any Company Subsidiary has paid, or expects to pay, in excess of $100,000 for goods or services under such Contract during the period beginning on January 1, 2019 and ending on December 31, 2019, or (B) any vendor Contract pursuant to which the Company or any Company Subsidiary paid in excess of $1,500,000 for goods or services during the period beginning on January 1, 2018 and ending on December 31, 2018, or the Company or any Company Subsidiary reasonably expects to pay in excess of $1,500,000 for goods and services during the period beginning on January 1, 2019 and ending on December 31, 2019, in either case excluding pass-through payments to be forwarded by the vendors to unrelated third parties and payments to vendors to the extent relating to the Company’s discontinued operations; (xv) any material Real Property Lease; or (xvi) any Contract that constitutes a material agreement the primary purpose of which is a guarantee of obligations, indemnification or assumption of liabilities (whether accrued, absolute, contingent or otherwise) of any other person. (c) Each Contract described in Section 3.18(a) or 3.18(b) are referred to herein as a “Company Material Contracts”. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Company Material Contract.” True, correct and complete copies and, to the knowledge of each the Company, no event has occurred that with notice or lapse of time or both would constitute a breach or default thereunder by the Company or any Company Subsidiary, where such breach or default, individually or together with other such breaches or defaults, would reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract where such breach or default, individually or together with other such breaches or defaults, would reasonably be expected to have been made available by the a Company to Parent, or publicly filed with the SEC. (b) Except as set forth on Section 4.11(b) of the Company Disclosure Letter, (i) each Material Adverse Effect. Each Company Material Contract is a valid, valid and binding and enforceable obligation of an Acquired the Company or a Company Subsidiary of an Acquired Company and, to the Knowledge of the Company, of the other that is a party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; (ii) each Company Material Contract thereto and is in full force and effect, except to the extent any Company Material Contract expires or terminates in accordance with its terms; (iii) none of the Company, Operating Partnerships or any of their respective Subsidiaries has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, for such failures as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As , subject to the Bankruptcy and Equity Exception. (i) There are no material Proceedings pending against the Company or, to the knowledge of the date Company, threatened against the Company with respect to any Company Material Contract, and (ii) neither the Company nor any of this Agreement, no Acquired Company its Subsidiaries has received any written notice from of the intention of any other party to a Company Material Contract that such other party intends to terminateterminate for default, not renew convenience or renegotiate in otherwise any material respects the terms of any such Company Material Contract, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Company Material Contracts. (a) Section 4.11(a) of Neither the Company Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of each Contract, to which an Acquired Company is a party or is bound as of the date hereof, and which falls within any of the following categories: (i) any joint venture, limited liability company or partnership agreement, other than any Fund Documentation; (ii) any Contract, other than Investment Advisory Arrangements, that involves annual future expenditures or receipts by an Acquired Company of more than $1,000,000; (iii) except with respect to Indebtedness set forth in the Company SEC Documents, any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individually; (iv) any Contract relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Company; (v) any material lease, sublease or other Contract with respect to the Leased Real Property; (vi) any Contract between or among an Acquired Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoing, on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or nor any of its Subsidiaries is a party to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Company; (viii) any Contract that by its terms limits required to have been filed with the payment of dividends or other distributions to stockholders SEC by the Company or any Subsidiary of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of as a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (a “Filed Contract”) that has not been so filed. (b) Section 5.10(b) of the Company Disclosure Letter sets forth a true and complete list of each of the following Contracts (other than any Filed Contracts) in effect as of the date of this Agreement and to which the Company or any of its Subsidiaries is a party or is otherwise bound (any Contract so disclosed or required to be so disclosed, a “Disclosed Contract”): (i) any Contract (other than between the Company and a Wholly Owned Subsidiary of the Company or solely among Wholly Owned Subsidiaries of the Company) relating to indebtedness for borrowed money (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $1,000,000; (ii) any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture entity material to the Company and its Subsidiaries taken as a whole, except for any such Contract solely between the Company and its Wholly Owned Subsidiaries or solely among the Company’s Wholly Owned Subsidiaries; (iii) any Contract relating to the acquisition or disposition of any business or any assets that constitute a business or business unit or division of any Person (whether by merger, sale of stock, sale of assets or otherwise) (A) that was entered into after the Applicable Date or that otherwise contains outstanding obligations on the part of the Company or any of its Subsidiaries with respect to indemnification (other than for customary fundamental matters, including in respect of representations and warranties and covenants that survive indefinitely or for periods equal to a statute of limitations and obligations to indemnify directors and officers or other individuals performing similar functions pursuant to acquisition agreements) or material restrictions on the Company’s or a Subsidiary’s business activities or (B) pursuant to which the Company or any of its Subsidiaries reasonably expects to be required to pay any earn-out, deferred or other contingent payments with a value in excess of $1,000,000; (iv) any Contract that contains a put, call, right of first refusal, right of first offer or similar right or obligation pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, all or any substantial part of any material assets, rights or properties of the Company or any of its Subsidiaries; (v) any Contract that (A) materially restricts the ability of the Company or any of its Subsidiaries or, at or after the Effective Time, Parent of any of its controlled Affiliates from (1) engaging in any business or competing in any business with any Person, (2) operating its business in any manner or location, in each case, other than with respect to soliciting or hiring employees or (3) acquiring assets or securities of another (whether through a standstill or otherwise), or (B) would require the disposition of any material assets or line of business of the Company or its Subsidiaries or acquisition of any material assets or line of business of any Person or, at or after the Effective Time, Parent or any of its controlled Affiliates; (vi) any Contract that restricts the ability of the Company or any of its Subsidiaries to declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or any combination thereof) in respect of, any of its capital stock, other equity or voting interests; (vii) any voting agreement, voting trust, stockholder agreement or registration rights agreement to which the Company or any of its Wholly Owned Subsidiaries is a party; (viii) any Contract containing a mortgage, pledge, security agreement, deed of trust or similar Encumbrance on any property or assets material to the Company and its Subsidiaries (taken as a whole); (ix) any Contract providing for any settlement of any Proceeding that (A) imposes material future limitations on the operation of the Company and its Subsidiaries or (B) involves payments after December 31, 2020 in excess of $1,000,000; and (x) any Contract entered into with any director, officer or other Affiliate of the Company or any of its Subsidiaries, or any entity in which any such Person has a direct or indirect material interest, other than a Company Benefit Plan, that is required to be disclosed under Item 404 of Regulation S-K under the Securities Act). Each Contract of the type described in this Section 4.11(a), other than this Agreement, is referred to herein as a “Company Material Contract.” True, correct (c) A true and complete copies copy of each Company Material Contract have (including all material amendments or waivers thereto) has been made available by to Parent or its Representatives. Except for expirations in the Company to Parent, or publicly filed ordinary course of business and in accordance with the SEC. (b) Except as set forth on Section 4.11(b) terms of the such Company Disclosure LetterMaterial Contract, (i) each Company Material Contract is a validvalid and binding on the Company and/or one or more of its Subsidiaries, binding and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired Company as the case may be, and, to the Knowledge of the Company, of the each other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; (ii) each Company Material Contract and is in full force and effect, except to the extent any Company Material Contract expires or terminates in accordance with its terms; (iii) none of the Company, Operating Partnerships or any of their respective Subsidiaries has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect. As There is no breach or event of default under any such Company Material Contracts by the Company or any of its Subsidiaries or, as of the date of this Agreement, no Acquired Company has received written notice from to the Knowledge of the Company, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto, in each case, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To the Knowledge of the Company, as of the date of this Agreement and since the Applicable Date, neither the Company nor any of its Subsidiaries has received any written indication or notice from the counterparty to any Company Material Contract that such other party intends regarding an intent to terminate, not renew terminate or renegotiate in cancel any material respects the terms of any such Company Material ContractContract (whether as a result of a change of control or otherwise).

Company Material Contracts. (a) All Contracts, including amendments thereto, required to be filed as an exhibit to any report of the Company filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K promulgated by the SEC have been filed, and, as of the date hereof, no such Contract has been amended or modified, except as set forth in Section 4.11(a3.18(a) of the Company Disclosure Letter. All such filed Contracts shall be deemed to have been made available to Parent. (b) Section 3.18(b) of the Company Disclosure Letter sets forthforth a true and complete list, and the Company has made available to Parent (or publicly filed as exhibits to the Company SEC Documents) true, correct and complete copies (as amended through the date of this Agreement), of each Contract to which the Company or any of the Company Subsidiaries is a party or by which it is bound or to which any of their respective assets are subject (other than any of the foregoing solely among the Company and any of the wholly owned Company Subsidiaries), as of the date hereofof this Agreement, a true, correct and complete list of each Contract, to which an Acquired Company is a party or is bound as of the date hereof, and which falls within any of the following categoriesthat: (i) any is a partnership, joint ventureventure or similar arrangement that is material to the Company and the Company Subsidiaries, limited liability company or partnership agreement, other than any Fund Documentationtaken as a whole; (ii) (A) provides for the creation, incurrence, assumption or guarantee of Indebtedness of the Company or any ContractCompany Subsidiary in an aggregate principal amount in excess of $10,000,000 (except for any such Indebtedness between the Company and any wholly owned Company Subsidiary or between wholly owned Company Subsidiaries, other than Investment Advisory Arrangements, that involves annual future expenditures or receipts guarantees by an Acquired the Company of more than Indebtedness of any of the wholly owned Company Subsidiaries and guarantees by any of the wholly owned Company Subsidiaries of Indebtedness of the Company or any other wholly owned Company Subsidiary) or (B) except as set forth in clause (A) relates to any outstanding letters of credit, bankers’ acceptances, performance bonds, surety bonds or guarantees in an aggregate principal amount in excess of $1,000,00010,000,000 individually or in the aggregate; (iii) except grants any rights of first refusal, rights of first negotiation, rights of first offer or other similar rights to any person with respect to Indebtedness set forth in the sale of any Owned Real Property or of any material assets, rights or properties of the Company SEC Documents, or any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individuallythe Company Subsidiaries; (iv) that is material to the Company or any Contract relating Company Subsidiary and (A) restricts the Company or any Company Subsidiary from competing with any person, (B) obligates the Company or any of the Company Subsidiaries to conduct business with any third party on an acquisitionexclusive basis, divestiture, merger (C) limits or purports to limit either the type of lawful business in which the Company or any of the Company Subsidiaries may engage or the manner or locations in which any of them may so engage in any business (except to the extent such limitations relate to compliance with applicable Law or restrictions on interactions with Sanctioned Persons or countries subject to sanctions) or (D) contains (1) “most favored nation,” “most favored customer,” “most favored supplier” or similar transaction that has continuing indemnification, guarantee, “earn-out” covenants to the counterparty of such Contract or other contingent payment obligations on an Acquired Company(2) requirements provisions (committing a person to provide or purchase the quantity of goods or services required by another person); (v) provides for the acquisition or disposition of any business (or substantial portion thereof) or division of any person (including equity interests) (whether by merger, sale of stock, sale of assets or otherwise) that (A) has not yet been consummated or (B) pursuant to which any material leaseearn-out, sublease deferred or other Contract with respect contingent payment or indemnification obligations remain outstanding (excluding obligations to indemnify directors and officers pursuant to acquisition agreements or, in the Leased Real Propertycase of Contracts pursuant to which the Company or any Company Subsidiary sold an asset or business, obligations to indemnify for liabilities related to businesses retained by the Company or any Company Subsidiary or, in the case of Contracts pursuant to which the Company or any Company Subsidiary purchased assets or businesses, obligations to indemnify for liabilities related to such acquired business or assets); (vi) provides for the settlement of any Contract between or among an Acquired Company, on litigation (A) pursuant to which the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) Company or any beneficial owner Company Subsidiary has outstanding payment obligations in excess of five percent $2,000,000 or (5%B) or more that materially affects the conduct of the outstanding shares of any class of Company Capital Stock, Company’s or any Affiliate of the foregoingCompany Subsidiary’s businesses, on the other handtaken as a whole; (vii) any Contract containing any covenant or other provision is (A) prohibiting an Acquired a license agreement pursuant to which the Company from engaging or any Company Subsidiary is licensed by a third party to use any Intellectual Property or Intellectual Property Rights for which the Company or any Company Subsidiary is required to make annual payments in excess of $2,000,000 (other than any business with any Person or levying a fine, charge “commercially available off-the-shelf software package,” or other payment for doing so; software licensed pursuant to a software “shrink wrap,” “click wrap” or “click-through” license) or (B) containing and limiting the right of an Acquired Company agreement pursuant to which a third party has licensed any “most favored nation” Intellectual Property or “exclusivity” provisions; Intellectual Property Rights owned by the Company or any Company Subsidiary (Cother than non-exclusive licenses in the ordinary course of business) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) thatthe Company and the Company Subsidiaries, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Companytaken as a whole; (viii) pursuant to which the Company or any Company Subsidiary provides services to a customer (including any Governmental Entity) and the Company or any Company Subsidiary has received in excess of $25,000,000 in fees during the period beginning on September 30, 2019 and ending on September 30, 2020 or the Company or any Company Subsidiary reasonably expects to receive in excess of $25,000,000 during the period beginning on September 30, 2020 and ending on September 30, 2021; (ix) is a vendor Contract that pursuant to which the Company or any Company Subsidiary paid in excess of $5,000,000 for goods or services during the period beginning on September 30, 2019 and ending on September 30, 2020 or the Company or any Company Subsidiary reasonably expects to pay in excess of $5,000,000 for goods and services during the period beginning on September 30, 2020 and ending on September 30, 2021; (x) is a Contract for Leased Real Property providing for annual base rent payments of $1,000,000 or more or is a Contract for the lease of personal property providing for annual payments of $2,000,000 or more; (xi) is a collective bargaining agreement, works council agreement or similar agreement or arrangement with any labor union, works council or other labor organization or employee representative body; (xii) by its express terms limits precludes the payment of Company from paying dividends or other distributions to stockholders by the Company or any Subsidiary of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000;Subsidiary; or (xiii) other than any Fund Documentation, any is a Contract under which any Acquired Company is obligated, directly or indirectly, that would be required to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other be filed as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act)SEC) or disclosed on a Current Report on Form 8-K that has been or would be required to be filed or incorporated by reference in the Company SEC Documents. Each Contract of the type described in this Section 4.11(a3.18(a) and Section 3.18(b), other than this Agreement, is referred to herein in this Agreement as a “Company Material Contract.” True, correct and complete copies ” (c) Neither the Company nor any Company Subsidiary is in breach of each or default under the terms of any Company Material Contract have been made available Contract, and, to the knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute a breach or default thereunder by the Company or any Company Subsidiary, except where such breach or default, individually or together with other such breaches or defaults, has not had, and would not reasonably be expected to Parenthave, or publicly filed with a Company Material Adverse Effect. To the SEC. (b) Except as set forth on Section 4.11(b) knowledge of the Company Disclosure LetterCompany, (i) each no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract where such breach or default, individually or together with other such breaches or defaults, has had, or would reasonably be expected to have, a validCompany Material Adverse Effect. Each Company Material Contract, including any Contract entered into after the date of this Agreement that would have been a Company Material Contract if entered into prior to the date of this Agreement, is (or if entered into after the date of this Agreement, will be) a valid and legally binding and enforceable obligation of an Acquired the Company or a Company Subsidiary of an Acquired Company that is a party thereto and, to the Knowledge knowledge of the Company, of the other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; (ii) each Company Material Contract Bankruptcy and Equity Exception, and is in full force and effect, except for such failures as have not had, and would not reasonably be expected to the extent any Company Material Contract expires or terminates in accordance with its terms; (iii) none of the Company, Operating Partnerships or any of their respective Subsidiaries has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As . (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, during the past twelve (12) months (i) there have been no claims or disputes pending or, to the knowledge of the date Company, threatened under any Company Material Contract that remain unresolved, and (ii) neither the Company nor any of this Agreement, no Acquired the Company Subsidiaries has received written notice from any other party to a Company Material Contract that such other party intends to terminate, not cancel, fail to renew or renegotiate in any material respects (or otherwise materially change) the terms of any such Company Material Contract.

Company Material Contracts. (a) Section 4.11(a3.18(a) of the Company Disclosure Letter sets forth, lists the following Contracts to which the Company or any of its Subsidiaries is a party or otherwise bound by as of the date hereofof this Agreement, a trueother than the Company Benefit Plans, correct the Policies, this Agreement and complete list of the other agreements entered into in connection with the transactions contemplated herein (collectively with each Contract, to which an Acquired Company is a party or is bound as of the date hereofFiled Contracts, and which falls within any of the following categories:“Company Material Contracts”): (i) any joint venture, limited liability company or partnership agreement, other than any Fund Documentation; (ii) any Contract, other than Investment Advisory Arrangements, that involves annual future expenditures or receipts by an Acquired Company of more than $1,000,000; (iii) except with respect to Indebtedness set forth in the Company SEC Documents, any Contract relating to containing (A) Indebtedness for borrowed money any right of any exclusivity in favor of the other parties thereto and involving aggregate payments in any calendar year to or evidenced by promissory notes from the Company or debt securities any Subsidiary thereof in excess of $5,000,000 or (B) any financial guarantycovenant limiting, in each case of clauses (A) and (B) in excess of $1,000,000 individually; (iv) any Contract relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Company; (v) any material lease, sublease or other Contract with respect to the Leased Real Property; (vi) any Contract between or among an Acquired Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoing, on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business degree that is material to an Acquired Company; or (D) thatthe Company and its Subsidiaries, following taken as a whole, the Closing, purports to limit in any respect ability of the right of Parent Company or any of its Subsidiaries to engage in any line of business or compete with any Personperson or in any geographic area; (ii) each Contract that creates, to market governs or controls any product or service or to solicit customers material partnership, joint venture or other Persons; in similar arrangement with respect to the Company or any of its Subsidiaries; (iii) each case of clauses Contract that (A) provides for or relates to Indebtedness of the Company or its Subsidiaries having an outstanding amount in excess of $50,000,000 under such Contract (other than any Indebtedness between or among any of the Company and any of its wholly-owned Subsidiaries) (a “Debt Agreement”), (B) and (C)grants a Lien, other than a Permitted Lien, on any property or asset of the Company or its Subsidiaries that taken as a whole is material to the Company and its Subsidiaries, taken as a whole, (C) restricts the granting of Liens on any property or asset of the Company or its Subsidiaries that taken as a whole is material to the Company and its Subsidiaries, taken as a whole (except for leases, license and Contracts relating to Indebtedness), or the incurrence or guaranteeing of any Indebtedness, (D) provides for or relates to any material interest, currency or hedging, derivatives or similar contracts or arrangements or (E) restricts payment of dividends or any distributions in respect of the equity interests of the Company or any of its Subsidiaries; (iv) each Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) other than this Agreement (A) that was entered into after January 29, 2010 for aggregate consideration under such Contract in excess of $200,000,000 or (B) pursuant to which any material earn-out, deferred or contingent payment or indemnification obligations remain outstanding (excluding indemnification obligations in respect of representations and warranties that survive indefinitely or for periods equal to a statute of limitations); and (v) each Contract, or series of related Contracts, that involved aggregate payments to the Company or any Subsidiary thereof during the twelve-month period ended November 2, 2012 of $60,000,000 or more or aggregate payments from the Company or any Subsidiary thereof during the twelve-month period ended November 2, 2012 of $4,000,000,000 or more, except for any such Contracts Contract that (x) may be cancelled without material liability to an Acquired penalty by the Company or any Subsidiary thereof upon notice of 90 days or less, or (y) are not material to an Acquired Company;. (viiib) any Contract that by its terms limits the payment of dividends or other distributions to stockholders by the Company or any Subsidiary of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act). Each Contract of the type described in this Section 4.11(a), other than this Agreement, is referred to herein as a “Company Material Contract.” True, correct True and complete copies of each of the Company Material Contract Contracts, as amended through the date hereof, have been made available by the Company to Parent, or publicly filed with the SEC. (b) Except as set forth on Section 4.11(b) of the Company Disclosure Letter, (i) each . Each Company Material Contract is a validvalid and binding on the Company and each of its Subsidiaries party thereto, binding and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired Company and, to the Knowledge of the Company, of the each other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; (ii) each Company Material Contract and is in full force and effect, except to the extent any such Company Material Contract expires or terminates has previously expired in accordance with its terms; (iii) none of the Company, Operating Partnerships terms or any of their respective Subsidiaries has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have constitute a Company Material Adverse Effect. As Neither the Company nor any of its Subsidiaries, or, to the Knowledge of the date Company, the other parties thereto, is in violation of, or default under, any provision of this Agreementany Company Material Contract, and, to the Knowledge of the Company, no Acquired Company has received written notice from any other party to a any Company Material Contract that such other party intends has committed or failed to terminateperform any act under and no event has occurred which, not renew with or renegotiate in any material respects without notice, lapse of time or both, would constitute a default under the terms provisions of any such Company Material Contract, except in each case for such violations and failures as would not, individually or in the aggregate, constitute a Company Material Adverse Effect.

Company Material Contracts. (a) Section 4.11(a4.09(a) of the Company Disclosure Letter sets forth, as of the date hereof, a true, correct true and complete list of each Contract, excluding any Employee Plans, to which an Acquired Company is a party or is bound as of the date hereofby which its properties, assets or businesses are bound, and which falls within any of the following categories: (i) any joint venture, limited liability company venture or partnership agreementagreement that is material to the operation of the Acquired Companies, other than any Fund Documentationtaken as a whole; (ii) any Contract, other than Investment Advisory Arrangements, Contract that involves annual future expenditures or receipts by an Acquired Company of more than $1,000,00020,000,000; (iii) any Government Contract that is currently in performance or that has liabilities remaining thereunder, including, but not limited to, the Company's current Medicare Recovery Auditor Contractor agreements with CMS; (iv) except with respect to Indebtedness set forth in the Company SEC Documents, any Contract Contracts relating to (A) Indebtedness indebtedness for borrowed money or evidenced any financial guaranty in excess of $20,000,000 individually; (v) any Contracts with respect to any acquisition or divestiture of any assets (other than acquisitions or dispositions of inventory in the ordinary course of business), businesses (whether by promissory notes merger, sale of stock, sale of assets or debt securities otherwise) or capital stock or other equity interests of a Third Party, in each case, that (A) has not yet been consummated or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individually; (iv) any Contract relating pursuant to an acquisition, divestiture, merger which the Company has potential or similar transaction that has continuing indemnification, guarantee, “"earn-out” " or other contingent payment obligations on an or other liabilities that are material to the Acquired CompanyCompanies taken as a whole; (vvi) any material lease, sublease or other Contract with respect to the Leased Real Property; (vivii) any Contract (other than the Voting Agreement) between or among an Acquired the Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, Stock (other than the Company) or any Affiliate of the foregoing, on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Company; (viii) any Contract that by its terms limits the payment of dividends or other distributions to stockholders by the Company or any Subsidiary of the CompanyCompany Subsidiary; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000collective bargaining agreement or other labor-related contract with a labor union, works council or similar organization; (x) the Intellectual Property Agreements; (xi) any other Contract that is an agreement in settlement of would be required to be filed as a dispute that imposes material obligations on the Acquired Companies after the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act)SEC) or disclosed on a Current Report on Form 8-K that has been or would be required to be filed or incorporated by reference in the Company SEC Documents; (xi) Contracts with (A) any of the top ten (10) customers of the Company (each a "Top Customer") and any of its Subsidiaries, as determined by the total aggregate revenue paid collectively to the Company and its Subsidiaries by such customer under or pursuant to all of the active Contracts between such customer and the Company and any of its Subsidiaries, and (B) any of the top ten (10) suppliers of the Company and any of its Subsidiaries, as determined by the total aggregate dollar value of purchases made collectively by the Company and its Subsidiaries to such supplier under or pursuant to all of the active Contracts between such supplier and the Company and any of its Subsidiaries, in each case (A) and (B) during the one-year period ended December 31, 2017; (xii) Contracts that requires the Company or any of its Subsidiaries, directly or indirectly, to make any advance, loan, extension of credit, service penalty or capital contribution to, or other investment in, any Person (other than the Company or any of its wholly owned Subsidiaries) in any such case which is in excess of $1,000,000, individually or in the aggregate, over any twelve (12) month period; (xiii) any Contract with a Top Customer that contains (A) a preferred pricing or "most favored nation" right or provision (or any similar right or provision) or (B) that contains any exclusive rights or provisions (or any similar right or provision) in favor of any Third Party; (xiv) any Contract that includes a success-based fee or similar fee arrangement based on consummation of the Transactions; (xv) any Contract that (A) limits or purports to limit the ability of the Company or its Subsidiaries to operate its business in any manner or in any geographic area, (B) contains any right of first refusal or right of first offer or similar right or limitations on the ability of the Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of its assets or businesses or (C) restricts the incurrence of Liens on the property or assets of the Company or its Subsidiaries; or (xvi) any Contract constituting any settlement agreement pursuant to which the Company or any of its Subsidiaries has outstanding payment obligations in excess of $2,000,000, or which otherwise has a material impact on the operation of the business of the Company. Each Contract of the type described in this Section 4.11(a4.09(a), other than this Agreement, is referred to herein as a “"Company Material Contract.” True, correct " True and complete copies of each Company Material Contract Contract, as of the date of this Agreement, have been made available by the Company to Parent, or publicly filed with the SEC. (b) Except as set forth on Section 4.11(b4.09(b) of the Company Disclosure Letter, (i) each Company Material Contract is a valid, binding and enforceable obligation of an Acquired the Company or a Subsidiary one of an Acquired Company its Subsidiaries and, to the Knowledge of the Company, of the other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; (ii) each Company Material Contract is in full force and effect, except to the extent any Company Material Contract expires or terminates in accordance with its terms; (iii) none of the Company, Operating Partnerships Company or any of their respective its Subsidiaries has received written notice of any is in breach, violation or default under any Company Material Contractthereof, and, to the Knowledge of the Company, no event has occurred which, with or without notice or lapse of time or both, would constitute such a breach, violation or default; and (iv) the Company and each Acquired Company of its Subsidiaries has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as have not had or would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As To the Knowledge of the date of this AgreementCompany, no Acquired other Person that is party to a Company Material Contract is in breach or violation of, or default under, any Company Material Contract (and, to the Knowledge of the Company, no event has occurred which, with or without notice or the lapse of time or both, would constitute such a breach, violation or default). (c) During the past twelve (12) months there have been no material claims or disputes pending or threatened under any Company Material Contract. During the past twelve (12) months, neither the Company nor any of its Subsidiaries has received written notice from any other party to a Company Material Contract that such other party intends to terminate, not cancel, fail to renew or renegotiate in (or otherwise materially change) the scope of any material respects the terms of any such Company Material Contract, nor, to the Knowledge of the Company, has any other party to a Company Material Contract repudiated (in writing) any provisions thereof.

Company Material Contracts. (a) Section 4.11(a4.09(a) of the Company Disclosure Letter sets forth, as of the date hereof, a true, correct true and complete list of each Contract, excluding any Plans, to which an Acquired a Group Company is a party or is bound as of the date hereofparty, and which falls within any of the following categories: (i) any joint venture, limited liability company venture or partnership agreementagreement that is material to the operation of the Group Companies, other than any Fund Documentationtaken as a whole; (ii) any Contract, other than Investment Advisory Arrangements, Contract (excluding any Contract with any Player) that involves annual future expenditures or receipts by an Acquired a Group Company of more than $1,000,000£5,000,000; (iii) except with respect to Indebtedness indebtedness set forth in the Company SEC Documents, the Company Finance Facilities or indebtedness between or among the Company and its Subsidiaries, any Contract (excluding any Contract with any Player) relating to (A) Indebtedness indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guarantyguarantee, in each case of clauses (A) and (B) in excess of $1,000,000 £2,500,000 individually; (iv) other than related to the transfer of Players, any Contract relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Companya Group Company (other than indemnification or guarantee obligations contained in commercial or real property Contracts entered into by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice), in each case, that could result in payments in excess of £2,000,000; (v) any material lease, sublease or other Contract with respect to the Leased Real Property; (vi) any Contract between or among an Acquired Companythe Company or any of its Subsidiaries, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) percent or more of the outstanding shares of any class of Company Capital Stock, Ordinary Shares (other than the Company) or any Affiliate or immediate family member or trust of the foregoing (or immediate family member or family trust of an Affiliate of the foregoing), on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Company; (viiivi) any Contract that by its terms limits the payment of dividends or other distributions to stockholders shareholders by the Company or any Subsidiary of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xivii) any Contract that is an agreement in settlement involves the transfer (or a permanent or temporary basis) of a dispute that imposes Player to or from the Company, any of Subsidiaries and each of their respective Affiliates which are dated within 12 months of the date of this Agreement and under which any amounts in excess of £1,000,000 are or may be payable or receivable; (viii) any Contract relating to or involving stadium naming rights and/or material obligations on sponsorship, in each case, under which the Acquired Group Companies after paid or received in excess of £1,000,000 during the twelve (12) month period prior to the date hereof; (xiiix) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company the Group Companies paid or received in excess of £1,000,000 granting broadcasting rights with respect to matches in which the Football Club is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; anda participant; (xivx) any other “material contract” (as such term is defined in Paragraph 4 Item 601(b)(1019 of Form 20-F) (other than in respect of Regulation Sreal property); and (xi) any ambassador agreement under which the Group Companies paid or received in excess of £200,000 during the twelve (12) month period prior to the date hereof, or material e-K commerce arrangement, including those such agreements included in folder numbers 5.4, 5.5 and 5.6 of the Securities Act)virtual “data room” established by the Company or its Representatives in connection with the Transactions. Each Contract of the type described in this Section 4.11(a), other 4.09(a) and Section 4.09(c)(i)-(ii) ‎‎other than this Agreement, is is, together with the Company Finance Facilities, referred to herein as a “Company Material Contract.” True, correct ”. True and complete copies of each Company Material Contract Contract, as of the date of this Agreement, have been made available by the Company to Parent, Purchaser or publicly filed with the SEC. (b) Except As of the date of this Agreement, except as set forth on Section 4.11(b4.09(b) of the Company Disclosure Letter, (i) each Company Material Contract is a valid, binding and enforceable obligation of an Acquired the Company or a Subsidiary one of an Acquired Company its Subsidiaries and, to the Knowledge of the Company, of the other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; , (ii) each Company Material Contract is in full force and effect, except to the extent any Company Material Contract expires or terminates in accordance with its terms; terms in the ordinary course of business, (iii) none of the Company, Operating Partnerships Company or any of their respective its Subsidiaries has received written notice of any violation or default under any Company Material Contract; , and (iv) the Company and each Acquired Company of its Subsidiaries has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect. As of the date of this Agreement, no Acquired Company has received written notice from any other party to a Company Material Contract that such other party intends to terminate, not renew or renegotiate in any material respects the terms of any such Company Material Contract.

Company Material Contracts. (a) All Contracts, including amendments thereto, required to be filed with the SEC as an exhibit to any Company SEC Documents filed on or after January 1, 2023 pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K promulgated by the SEC have been filed. (b) Section 4.11(a4.10(b) of the Company Disclosure Letter sets forth, as of the date hereof, a true, complete and correct and complete list of each Contract, Contract to which an Acquired Company is a party or is by which an Acquired Company or any of its properties or assets are bound as of the date hereofhereof that was not required to be filed with the SEC as described in Section 4.10(a) (excluding any Company Benefit Plan and any Contract set forth under Section 4.10(a) above), and which falls within any of the following categories: (i) any Contract that involves a joint ventureventure entity, limited liability company or legal partnership agreement, other than any Fund Documentationor strategic alliance with a Third Party; (ii) any Contract, Contract (other than Investment Advisory Arrangements, any leases) that involves (A) annual future expenditures or receipts by an Acquired Company of more than $1,000,0001,000,000 or (B) annual aggregate payments by, or other consideration from, any Acquired Companies of more than $2,000,000, and, in each case of (A) and (B), is not terminable by an Acquired Company for convenience without material penalty; (iii) except with respect to Indebtedness set forth in the Company SEC Documents, any Contract relating to containing any covenant or other provision (A) Indebtedness for borrowed money containing and limiting the right of an Acquired Company or evidenced by promissory notes its Affiliates pursuant to any “most favored nation” or debt securities or “exclusivity” provisions; (B) limiting the right of an Acquired Company or its Affiliates to engage in any financial guarantyline of business or to compete with any Person in any line of business; or (C) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person or to solicit customers or other Persons; in each case of clauses (A), (B) and (BC), other than any Contracts that may be cancelled without material liability to an Acquired Company upon notice of ninety (90) in excess of $1,000,000 individuallydays or less; (iv) any Contract relating to any Indebtedness obligation of the Acquired Companies (A) with an outstanding principal amount, together with the aggregate amount of all undrawn commitments related thereto, as of the date hereof greater than $5,000,000, (B) secured by the Real Property or (C) relating to any interest rate caps, interest rate collars or hedging (including interest rates, currency, commodities or derivatives); (v) any Contract relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Company; (vvi) any Contract that is (A) a material lease, sublease Company Lease or (B) a Construction Contract; (vii) any Contract pursuant to which any Acquired Company has granted to any Person or has been granted a license (or other Contract rights in or to use), with respect to any material Intellectual Property Rights, other than (A) an inbound non-exclusive license of commercially available software (including click-wrap, shrink-wrap or off-the-shelf software) or other commercially available technology with annual fees of less than $1,000,000, (B) a license of Company IP granted on a non-exclusive basis (or exclusive only in respect of immaterial scope) in the Leased Real Propertyordinary course of business or (C) any other Contract in which grants of rights to use Intellectual Property Rights are non-exclusive, incidental and not material to the performance under such Contract; (viviii) any Contract between or among an the Acquired CompanyCompanies, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Common Stock, or any Affiliate of the foregoing, on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Company; (viiiix) any Contract that by its grants any buy/sell, put option, call option, redemption right, option to purchase, a marketing right, a forced sale, tag or drag right or a right of first offer, right of first refusal or right that is similar to any of the foregoing, pursuant to the terms limits of which any Acquired Company could be required to purchase or sell the payment equity interests or assets of dividends or other distributions to stockholders by the Company any Person or any Subsidiary real property or any other material assets, rights or properties of the Company; Acquired Companies (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000the foregoing, a “Transfer Right”); (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereofhereof beyond the obligation to comply with Applicable Law, other than any settlement that provides solely for the payment of less than $1,000,000 in cash (net of any amount covered by insurance or indemnification that is reasonably expected to be received by the Company or any of its Subsidiaries); (xi) any Contract containing covenants expressly limiting, in any material respect, the ability of the Acquired Companies to sell, transfer, pledge or otherwise dispose of any material assets or business of the Acquired Companies; (xii) any employmentContract that provides for a right of any Person (other than the Acquired Companies) to receive fees or receive a profits interest in, severance invest, join or partner in (whether characterized as a contingent fee, profits interest, equity interest or otherwise), or have the right to any of the foregoing in any proposed or anticipated investment opportunity, joint venture or partnership with respect to any current or future real property in which any Acquired Company has or will have a material interest, including those transactions or properties identified, sourced, produced or developed by such Person (such Contracts, collectively, the “Participation Agreements”); (xiii) any Contract that requires the Acquired Companies to make any investment (in the form of a loan, capital contribution, preferred equity investment or preferred equity investment or similar transaction) in, or purchase or sell, as applicable, equity interests of, any Person or assets, including through a pending purchase or sale of assets, merger, consolidation or similar business combination transaction, that (together with all of the interests, assets and properties subject to such requirement in such Contract) have a fair market value or purchase price in excess of $1,000,000; (xiv) any Contract that evidences a loan to any Person (other agreement related to than a wholly owned Subsidiary of the provision of services between Company) by any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed in an amount in excess of $500,0001,000,000; (xiiixv) other than any Fund Documentation, any Contract under that provides for the acquisition, disposition, assignment or transfer (whether by merger, purchase or sale of assets or stock or otherwise) of any real property, which Contract is pending or has outstanding obligations as of the date of this Agreement that are reasonably likely to be in excess of $2,000,000; (xvi) any Acquired Company is obligated, directly or indirectly, Contract that relates to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment producta forward equity sale transaction; and (xivxvii) any other “material contract” (as such term Contract that is defined in required to be described pursuant to Item 601(b)(10) 404 of Regulation S-K of promulgated under the Securities Act)Act or is otherwise a Related Person Agreement. Each Contract of the type described in this Section 4.11(a4.10(a) and Section 4.10(b), other than this Agreement, is referred to herein as a “Company Material Contract.” True, Complete and correct and complete copies of each Company Material Contract Contract, as of the date of this Agreement, have been made available by the Company to Parent, or publicly filed with the SEC. (bc) Except as set forth on Section 4.11(b) As of the Company Disclosure Letterdate of this Agreement, (i) each Company Material Contract is a valid, binding and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired Company and, to the Knowledge of the Company, of the other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; (ii) each Company Material Contract is in full force and effect, except to the extent any Company Material Contract expires or terminates is terminated in accordance with its terms; (iii) none of the Company, Operating Partnerships or any of their respective Subsidiaries Acquired Companies has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company and, to the Knowledge of the Company, each other party thereto, has in all material respects performed all obligations required to be performed by it under each Company Material Contract and is not in breach or violation of, or default under, any Company Material Contract, exceptand no event or condition has occurred that, with notice or lapse of time or both, would constitute a violation, breach or default under any Company Material Contract; and (v) there are no disputes pending or, to the Knowledge of the Company, threatened with respect to any Company Material Contract, in each case, case except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, no Acquired Company has received written notice from any other party to a Company Material Contract that such other party intends to terminate, not renew or renegotiate in any material respects the terms of any such Company Material Contract.

Company Material Contracts. (a) Section 4.11(a) The Commission Documents describe all of the Company Disclosure Letter sets forthfollowing contracts, as of the date hereofagreements, a true, correct and complete list of each Contract, commitments ("Contracts") to which an Acquired Company the Buyer is a party or by which it is bound as (collectively, the "Buyer Material Contracts"): (a) Contracts with any current officer or director of the date hereof, and Buyer; (b) Contracts with any labor union or association representing any employee of the Buyer; (c) Contracts pursuant to which falls within any party is required to purchase or sell a stated portion of its requirements or output from or to another party; (d) Contracts for the sale of any of the following categories: (i) any joint venture, limited liability company or partnership agreement, assets of the Buyer other than any Fund Documentation; (ii) any Contract, other than Investment Advisory Arrangements, that involves annual future expenditures or receipts by an Acquired Company of more than $1,000,000; (iii) except with respect to Indebtedness set forth in the Company SEC Documents, any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individually; (iv) any Contract relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Company; (v) any material lease, sublease or other Contract with respect to the Leased Real Property; (vi) any Contract between or among an Acquired Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoing, on the other hand; (vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line ordinary course of business or for the grant to any person or entity of any preferential rights to purchase any of its assets; (e) joint venture agreements; (f) material Contracts containing covenants of the Buyer not to compete with any Person in any line of business that is material or with any person or entity in any geographical area or covenants of any other person or entity not to an Acquired Companycompete with the Buyer in any line of business or in any geographical area; (g) Contracts relating to the acquisition by the Buyer of any operating business or the capital stock of any other person or entity; (h) Contracts relating to the borrowing of money; or (Di) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C)Contracts, other than Buyer Real Property Leases, which involve the expenditure of more than $50,000 in the aggregate or $25,000 annually or require performance by any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Company; (viii) any Contract that by its terms limits the payment of dividends or other distributions to stockholders by the Company or any Subsidiary of the Company; (ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000; (x) the Intellectual Property Agreements; (xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after party more than one year from the date hereof; (xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000; (xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and (xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act). Each Contract of the type described in this Section 4.11(a), other than this Agreement, is referred to herein as a “Company Material Contract.” True, correct and complete copies of each Company Material Contract have been made available by the Company to Parent, or publicly filed with the SEC. (b) Except as set forth on Section 4.11(b) in the Commission Documents, all of the Company Disclosure LetterBuyer Material Contracts and other agreements are in full force and effect and are the legal, (i) each Company Material Contract is a valid, valid and binding and enforceable obligation of an Acquired the Buyer, enforceable against the Company or a Subsidiary of an Acquired Company and, to the Knowledge of the Company, of the other party or parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth in the Enforceability Exceptions; (ii) each Company Commission Documents, the Buyer is not in default in any material respect under any Buyer Material Contract is in full force and effectContracts, except nor, to the extent any Company Material Contract expires or terminates in accordance with its terms; (iii) none knowledge of the CompanyBuyer, Operating Partnerships or any of their respective Subsidiaries has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, no Acquired Company has received written notice from is any other party to a Company any Buyer Material Contract that such other party intends to terminate, not renew or renegotiate in default thereunder in any material respects respect. There have been made available to the terms Company, its affiliates and their representatives true and complete copies of any such Company all of the Buyer Material ContractContracts.