Common use of Company Material Contracts Clause in Contracts

Company Material Contracts. (a) Except as set forth in Section 4.17 of the Company Disclosure Letter, as of the Determination Date, neither the Company nor any of its Subsidiaries are parties to or otherwise bound by or subject to (Contracts of the following types, the “Company Material Contracts”): (i) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respect) for the purchase of products or for the receipt of services from the top twenty (20) suppliers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of gross purchases made by the Company Entities therefrom; (ii) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respect) for the furnishing of products or services by the Company Entities to the top twenty (20) customers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of net merchandise sales (gross merchandise sales less merchandise credit memos and merchandise discounts and rebates) made by the Company Entities thereto; (iii) Contracts concerning the establishment or operation of a material partnership, joint venture or limited liability company (other than any such Contract between the Company or any of its Subsidiaries and another Subsidiary of the Company); (iv) Contracts relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) with material obligations (other than in respect of fraud) extending beyond the Determination Date; (v) Contracts containing (A) a covenant materially restricting the ability of the Company or any of its Subsidiaries to engage in any line of business in any geographic area or to compete with any Person, to market any product or to solicit customers, (B) a provision granting the other party exclusivity or similar rights or (C) a provision that requires the purchase of all or a material portion of any Company Entities’ requirements for a given product or service from a given third party and which Contract is not terminable by any Company Entity within one year of the Determination Date without any required payment or other conditions (other than the condition of notice); (vi) material Contracts for the furnishing of products or services by the Company or any of its Subsidiaries to any Governmental Authority; (vii) any material Company License; or (viii) indentures, credit agreements, loan agreements and similar instruments pursuant to which the Company or any of its Subsidiaries has or will incur or assume any indebtedness for borrowed money or has or will guarantee or otherwise become liable for any indebtedness of any other Person for borrowed money in excess of $1,000,000, other than any indentures, credit agreements, loan agreements or similar instruments solely between or among the Company and any of its Subsidiaries. (b) The Company has made available to Parent true, complete and correct copies of each Company Material Contract in effect on the Determination Date. Each Company Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, and, to the knowledge of the Company, the counterparty thereto, and is in full force and effect, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law or in equity), except insofar as it has expired in accordance with its terms after the Determination Date. Neither the Company nor any of its Subsidiaries is in material breach of, or material default under, any Company Material Contract to which it is a party.

Company Material Contracts. (a) Except as set forth in for this Agreement and any Company Employee Plans, Section 4.17 4.21(a) of the Company Disclosure LetterLetter contains a complete and correct list, as of the Determination Datedate of this Agreement, neither the Company nor any of its Subsidiaries are parties to or otherwise bound by or subject to (Contracts each of the following types, the “Company Material Contracts”): (i) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary Contracts described only in paragraph (xii) below) entered into during the terms of any other Contract pursuant three-year period prior to the date hereof to which such purchase order was made in any material respect) for the purchase of products or for the receipt of services from the top twenty (20) suppliers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of gross purchases made by the Company Entities therefrom; (ii) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respect) for the furnishing of products or services by the Company Entities to the top twenty (20) customers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of net merchandise sales (gross merchandise sales less merchandise credit memos and merchandise discounts and rebates) made by the Company Entities thereto; (iii) Contracts concerning the establishment or operation of a material partnership, joint venture or limited liability company (other than any such Contract between the Company or any of its Subsidiaries is a party or which bind their respective properties or assets, and another Subsidiary except as provided in this Section 4.21(a), to the extent that any such Contract is to be performed in whole or in part or is a Contract under which the Company or its Subsidiaries has any material obligations after the date hereof: (i) each Contract that involves performance of services or delivery of goods, products or developmental, consulting or other services commitments by the Company or any of its Subsidiaries, and that either (A) provided for payments to the Company of $500,000 or more in the Company)’s fiscal year ended December 31, 2016 or (B) provides for aggregate payments to the Company after the date hereof of $2,000,000 or more, other than Contracts terminable by the Company or one of its Subsidiaries on no more than 120 days’ notice or in connection with an annual renewal without liability or financial obligation to the Company or any of its Subsidiaries; (ivii) Contracts relating each Contract that involves performance of services or delivery of goods, materials, supplies or equipment or developmental, consulting or other services commitments to the acquisition Company or disposition any of its Subsidiaries, or the payment therefor by the Company or any material business of its Subsidiaries, and that either (whether A) provided for payments by mergerthe Company of $500,000 or more in the Company’s fiscal year ended December 31, sale 2016 or (B) provides for aggregate payments by the Company after the date hereof of stock$2,000,000 or more, sale of assets or otherwise) with material obligations (other than Contracts terminable by the Company or one of its Subsidiaries on no more than 120 days’ notice or in respect connection with an annual renewal without liability or financial obligation to the Company or any of fraud) extending beyond the Determination Dateits Subsidiaries; (viii) Contracts containing (A) a covenant materially each Contract that contains any provisions restricting the ability of the Company or any of its Subsidiaries to engage from (A) competing or engaging in any activity or line of business or with any Person or in any geographic area or pursuant to compete with which any Personbenefit or right is required to be given or lost as a result of so competing or engaging or which, pursuant to market its terms, could have such effect after the Closing solely as a result of the consummation of the transactions contemplated hereby or (B) hiring or soliciting for hire the employees or contractors of any product Third Party (other than non-hire and non-solicitation provisions contained in confidentiality agreements), except in the case of each of clauses (A) and (B) for such restrictions that are not material to the Company and its Subsidiaries, taken as a whole; (iv) each Contract that (A) grants any exclusive rights to any Third Party, including any exclusive license or supply or distribution agreement or other exclusive rights or which, pursuant to solicit customersits terms, could have such effect after the Closing solely as a result of the consummation of the transactions contemplated hereby, (B) a provision granting the other party exclusivity grants any rights of first refusal or similar rights of first negotiation with respect to any product, service or Company Owned IP, (C) a contains any provision that requires the purchase of all or a material any portion of any Company Entities’ requirements for a given product or service from a given third party and which Contract is not terminable by any Company Entity within one year of the Determination Date without any required payment or other conditions (other than the condition of notice); (vi) material Contracts for the furnishing of products or services by the Company Company’s or any of its Subsidiaries Subsidiaries’ requirements from any Third Party or (D) grants “most favored nation” rights, except in the case of each of clauses (A), (B), (C) and (D) for such rights and provisions that are not material to any Governmental Authoritythe Company and its Subsidiaries, taken as a whole; (viiv) any material Company License; or (viii) indentures, credit agreements, loan agreements and similar instruments each Contract pursuant to which the Company or any of its Subsidiaries has is granting or will incur is granted any license to Intellectual Property (other than nonexclusive licenses granted in the ordinary course of business of the Company and its Subsidiaries) consistent with past practice, except for (a) Contracts with current and former employees, contractors, or assume consultants of the Company or any of its Subsidiaries, (b) nondisclosure agreements, (c) licenses for Open Source Materials, (d) Contracts for “shrink wrap” and other widely available commercial software or services and (e) any other agreements that are not material to the Company and its Subsidiaries, taken as a whole; (vi) each Contract relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed or secured by any asset), except any such agreement (A) with an aggregate outstanding principal amount not exceeding $500,000 or (B) between or among any of the Company and its Subsidiaries; (vii) each Contract pursuant to which the Company or any of its Subsidiaries is a party that creates or grants a material Lien on properties or other assets of the Company or any of its Subsidiaries, other than any Permitted Liens; (viii) each Contract under which the Company or any of its Subsidiaries has, directly or indirectly, made any loan, capital contribution to, or other investment in, any Person (except for the Company or any of its Subsidiaries), other than (A) extensions of credit in the ordinary course of business consistent with past practice and (B) investments in marketable securities in the ordinary course of business consistent with past practice; (ix) each Contract under which the Company or any of its Subsidiaries has any obligations (including indemnification obligations) which have not been satisfied or will guarantee performed (other than confidentiality obligations) relating to the acquisition or otherwise become liable for disposition of all or any indebtedness portion of any other Person business (whether by merger, sale of shares, sale of assets or otherwise) for borrowed money consideration in excess of $1,000,000500,000, except for acquisitions or dispositions of inventory, properties and other than any indenturesassets in the ordinary course of business consistent with past practice; (x) each partnership, credit agreements, loan agreements joint venture or other similar instruments solely between Contract or among arrangement that is material to the Company and its Subsidiaries, taken as a whole; (xi) each Contract entered into since January 1, 2016 in connection with the settlement or other resolution of any action or proceeding under which the Company or any of its Subsidiaries have any continuing obligations, liabilities or restrictions that are material to the Company and its Subsidiaries, taken as a whole, or that involved payment by the Company or any of its Subsidiaries of more than $500,000; and (xii) each Contract required to be filed by the Company pursuant to Item 601(b)(10) of Regulation S-K under the 1933 Act that is not otherwise required to be disclosed pursuant to paragraphs (i) through (xi) above. (b) The Company has made available Except as would not reasonably be expected to Parent truehave, complete and correct copies of each individually or in the aggregate, a Company Material Adverse Effect, each Contract disclosed in effect on Section 4.21(a) of the Determination Date. Each Company Disclosure Letter or required to be disclosed pursuant to Section 4.21(a) (each, a “Company Material Contract Contract”) (unless it has terminated or expired (in each case according to its terms)) is in full force and effect and is a legal, valid and binding on agreement of the Company or its SubsidiariesSubsidiary, as applicablethe case may be, and, to the knowledge of the Company, the counterparty of each other party thereto, and is in full force and effectenforceable against the Company or such Subsidiary, subject as the case may be, and, to the effect knowledge of any applicable the Company, against the other party or parties thereto, in each case, in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Applicable Laws relating to or Law affecting creditors’ rights generally and subject to the effect of by general principles of equity (regardless equity. To the knowledge of whether considered in a Proceeding at law or in equity)the Company, except insofar as it has expired in accordance with its terms after the Determination Date. Neither neither the Company nor any of its Subsidiaries is has received, as of the date of this Agreement, any notice in material breach ofwriting to terminate or not renew, in whole or material default underin part, any Company Material Contract. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, none of the Company, any of its Subsidiaries or, to the knowledge of the Company, any other party thereto is in default or breach under the terms of any Company Material Contract and, to which it is a partythe knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any event of default thereunder. (c) Copies of each Company Material Contract have been filed with the SEC or made available by the Company to Parent.

Company Material Contracts. (a) Except as set forth in Section 4.17 of the Company Disclosure Letter, as of the Determination Datedate hereof, neither the Company nor any of its Subsidiaries are parties to or otherwise bound by or subject to (Contracts of the following types, the “Company Material Contracts”): (i) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respect) for the purchase of products or for the receipt of services from the top twenty (20) suppliers of the Company Entities during the calendar fiscal year ended December March 31, 20172019, determined on a consolidated basis based on the amount of gross purchases made by the Company Entities therefrom; (ii) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respect) for the furnishing of products or services by the Company Entities to the top twenty (20) customers of the Company Entities during the calendar fiscal year ended December March 31, 20172019, determined on a consolidated basis based on the amount of net merchandise sales (gross merchandise sales less merchandise credit memos and merchandise discounts and rebates) made by the Company Entities thereto; (iii) Contracts concerning the establishment or operation of a material partnership, joint venture or limited liability company (other than any such Contract between the Company or any of its Subsidiaries and another Subsidiary of the Company); (iv) Contracts relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) with material obligations (other than in respect of fraud) extending beyond the Determination Datedate hereof; (v) Contracts containing (A) a covenant materially restricting the ability of the Company or any of its Subsidiaries to engage in any line of business in any geographic area or to compete with any Person, to market any product or to solicit customers, (B) a provision granting the other party exclusivity or similar rights or (C) a provision that requires the purchase of all or a material portion of any Company Entities’ requirements for a given product or service from a given third party and which Contract is not terminable by any Company Entity within one (1) year of the Determination Date date hereof without any required payment or other conditions (other than the condition of notice); (vi) material Contracts for the furnishing of products or services by the Company or any of its Subsidiaries to any Governmental Authority; (vii) any material Company License; or (viii) indentures, credit agreements, loan agreements and similar instruments pursuant to which the Company or any of its Subsidiaries has or will incur or assume any indebtedness for borrowed money or has or will guarantee or otherwise become liable for any indebtedness of any other Person for borrowed money in excess of $1,000,000150,000, other than any indentures, credit agreements, loan agreements or similar instruments solely between or among the Company and any of its Subsidiaries. (b) The Company has made available to Parent true, complete and correct copies of each Company Material Contract in effect on the Determination Datedate hereof. Each Company Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, and, to the knowledge of the Company, the counterparty thereto, and is in full force and effect, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law or in equity), except insofar as it has expired in accordance with its terms after the Determination Datedate hereof. Neither the Company nor any of its Subsidiaries is in material breach of, or material default under, any Company Material Contract to which it is a party.

Company Material Contracts. (aSection ‎3.11(a) Except as set forth in Section 4.17 of the Company Disclosure LetterSchedule is a true and complete list, as of the Determination Datedate hereof, neither of all of the following Contracts to which the Company nor or any of its Subsidiaries are parties to is a party or otherwise by which it is bound by or subject to (Contracts of the following types, the “Company Material Contracts”): (i) Contracts evidencing indebtedness for borrowed money (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary (A) solely between the terms of any other Contract pursuant Company and its Subsidiaries and (B) advances to which such purchase order was employees made in any material respect) for the purchase ordinary course of products business or for any earned and unpaid compensation for any period prior to the receipt of services from the top twenty (20) suppliers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of gross purchases made by the Company Entities therefromClosing Date); (ii) Advisory Contracts with (other than any purchase order A) each Company Fund, (B) each Company Direct Client that specifies price, quantity or delivery terms but does is not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respecta Company Fund and (C) for the furnishing of products or services by the each Company Entities to the top twenty (20) customers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of net merchandise sales (gross merchandise sales less merchandise credit memos and merchandise discounts and rebates) made by the Company Entities theretoAffiliate Delegating Party; (iii) Contracts concerning with any of the establishment top twelve (12) distributors or operation intermediaries of a material partnership, joint venture or limited liability company (other than any such Contract between the Company or any of and its Subsidiaries and another Subsidiary of Subsidiaries, taken as a whole, based on revenue for the Company)twelve-month period ended December 31, 2023; (iv) Contracts relating to the acquisition or disposition settlement of any Action involving the Company or any of its Subsidiaries at any time during the three years prior to the date hereof (A) requiring payment by the Company or any of its Subsidiaries of any amount in excess of $1,000,000 or (B) imposing any material business (whether by merger, sale ongoing obligation on the Company or any of stock, sale of assets or otherwise) with material obligations its Subsidiaries (other than in respect of fraud) extending beyond the Determination Daterelease, non-disparagement or confidentiality obligations); (v) Contracts containing for the acquisition or disposition of any business of any other Person entered into by the Company or any of its Subsidiaries at any time during the three years prior to the date hereof and pursuant to which the Company of any of its Subsidiaries has continuing material rights or obligations (Aother than release, confidentiality or similar obligations); (vi) Contracts evidencing any capital lease obligation or commitment to make a covenant materially restricting capital expenditure, in each case, in excess of $500,000 during any calendar year; (vii) Contracts with any of the ability top twenty (20) vendors of the Company and its Subsidiaries, taken as a whole, measured by dollar volume of purchases by the Company and its Subsidiaries (taken as a whole) for the twelve-month period ended December 31, 2023; (viii) any joint venture, strategic alliance, partnership or other similar agreement; (ix) any Contract requiring the Company or any of its Subsidiaries to engage in make any line future capital contribution to, or other investment in, any Person other than the Company or any of business in its Subsidiaries; (x) any geographic area Company Material Contract that contains (A) “most favored nation” or to compete with similar provisions running against the Company or any Person, to market any product or to solicit customersof its Subsidiaries, (B) a provision granting the other party exclusivity “clawback” or similar rights obligations running against the Company or any of its Subsidiaries requiring the reimbursement or refund of fees in excess of $1,000,000 or (C) a provision that requires the purchase “key person” provisions (including any giving rise to rights of all termination of, or a material portion of any Company Entities’ requirements for a given product or service from a given third party and which Contract is not terminable by any Company Entity within one year of the Determination Date without any required payment or obligations to notify, other conditions (other than the condition of noticeparties); (vixi) material each Licensed IP Contract, other than (A) Contracts for the furnishing non-exclusive use of products Shrink Wrap Code; (B) Contracts containing ancillary licenses that are non-exclusive and merely incidental to the main purpose of the Contract; and (C) confidentiality or services nondisclosure Contracts entered into in the ordinary course of business; (xii) each Company IP Contract, other than (A) Contracts containing nonexclusive licenses granted by the Company or any of its Subsidiaries to any Governmental Authorityparties and entered into in the ordinary course of business with customers and (B) confidentiality or nondisclosure Contracts entered into in the ordinary course of business; (viixiii) any material finder’s agreement for soliciting, distributing, selling or promoting Investment Advisory Services by or to the Company License; oror any of its Subsidiaries; (viiixiv) indentures, credit agreements, loan agreements and similar instruments pursuant to which Contracts preventing the Company or any of its Subsidiaries has from engaging in any line of business, acquiring any entity or will incur competing with any Person or assume in any indebtedness for borrowed money market or has or will guarantee or otherwise become liable for geographical area in any indebtedness of any other Person for borrowed money in excess of $1,000,000, other than any indentures, credit agreements, loan agreements or similar instruments solely between or among the Company and any of its Subsidiaries.material respect; and (bxv) The Company has made available to Parent true, complete and correct copies of each Company Material Contract in effect on the Determination Date. Each Company Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, and, to the knowledge of the Company, the counterparty thereto, and is in full force and effect, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law or in equity), except insofar as it has expired in accordance with its terms after the Determination Date. Neither the Company nor any of its Subsidiaries is in material breach of, or material default under, any Company Material Contract to which it is a partyReal Property Leases.

Company Material Contracts. (ai) Except for this Agreement and except for Contracts filed as set forth exhibits to the Company SEC Reports, Section 3.01(w) of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of the following Contracts that are in effect as of the date hereof to which the Company or any of its subsidiaries is a party, by which any of them is bound or by which any of their respective assets or properties is bound (each such Contract, together with each Contract filed as an exhibit to the Company SEC Reports, a “Company Material Contract”): (A) each Contract that would be a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) but has not been filed as an exhibit to the Company SEC Reports; (B) each Contract other than Employee Benefit Plans listed on Section 4.17 3.01(l)(i) of the Company Disclosure Letter, as of the Determination Date, neither the Company nor any of its Subsidiaries are parties to or otherwise bound by or subject to that (Contracts of the following types, the “Company Material Contracts”): (i1) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made limits in any material respect) for respect either the purchase type of products or for the receipt of services from the top twenty (20) suppliers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of gross purchases made by the Company Entities therefrom; (ii) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to business in which such purchase order was made in any material respect) for the furnishing of products or services by the Company Entities to the top twenty (20) customers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of net merchandise sales (gross merchandise sales less merchandise credit memos and merchandise discounts and rebates) made by the Company Entities thereto; (iii) Contracts concerning the establishment or operation of a material partnership, joint venture or limited liability company (other than any such Contract between the Company or any of its Subsidiaries and another Subsidiary subsidiaries may engage or the manner or geographic area in which any of them may so engage in any business, (2) obligates the Company); (iv) Contracts relating Company or any of its subsidiaries to conduct business that is material to the acquisition Company or any of its material subsidiaries on an exclusive basis with any third party, (3) would require the disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) with material obligations (other than in respect line of fraud) extending beyond the Determination Date; (v) Contracts containing (A) a covenant materially restricting the ability business of the Company or any of its Subsidiaries to engage subsidiaries for consideration in any line excess of business in any geographic area or to compete with any Person, to market any product or to solicit customers$5,000,000 as a result of the consummation of the transactions contemplated by this Agreement, (B4) contains a provision granting the other party exclusivity put, call or similar rights or (C) a provision that requires the purchase of all or a material portion of any Company Entities’ requirements for a given product or service from a given third party and which Contract is not terminable by any Company Entity within one year of the Determination Date without any required payment or other conditions (other than the condition of notice); (vi) material Contracts for the furnishing of products or services by the Company or any of its Subsidiaries to any Governmental Authority; (vii) any material Company License; or (viii) indentures, credit agreements, loan agreements and similar instruments right pursuant to which the Company or any of its Subsidiaries has subsidiaries would be required to purchase or will incur or assume sell any indebtedness for borrowed money or has or will guarantee or otherwise become liable for any indebtedness equity interest of any other Person for borrowed money person, (5) is a Contract material to the Company or any of its material subsidiaries, that grants “most favored nation” status by the Company or any of its subsidiaries to any person, (6) requires the future payment by the Company and/or any of its subsidiaries of more than $10,000,000 in excess of $1,000,000the two-year period following the date hereof and cannot be terminated by the Company or its subsidiaries on less than one hundred and twenty (120) days’ notice without material payment or penalty, excluding Leases and Contracts with annual renewal, other than Contracts entered into in the ordinary course of business consistent with past practices, (7) entitles the Company or any indenturesof its subsidiaries to payments of more than $10,000,000 in the two year period following the date hereof, credit agreementsother than Contracts entered into in the ordinary course of business; or (8) pursuant to which (x) the Company or any of its subsidiaries has granted to any person any license or other right, loan title or interest (including any assignment or covenant not to xxx) in or to any Intellectual Property Rights that are material to and owned by the Company or any of its subsidiaries, other than (I) non-disclosure agreements entered into in the ordinary course of business, (II) pursuant to Contracts granting non-exclusive rights that are substantially in the form of one of the Company’s standard Contracts that have been made available to Parent in the ordinary course of business consistent with past practice and (III) Incidental Licenses, or similar instruments solely (y) a third party has granted to the Company or any of its subsidiaries any license or other right, title or interest (including any assignment or covenant not to xxx) in or to any Intellectual Property Rights that are material to the Company, other than (I) non-disclosure agreements entered into in the ordinary course of business, (II) non-exclusive licenses of software (including software licensed through software as a service arrangement) that are generally commercially available or non-exclusive licenses granted to the Company as a customer in the ordinary course of business consistent with past practice or (III) Incidental Licenses; (C) each Contract, excluding Leases, Contracts between or among the Company and or any of its Subsidiariessubsidiaries and organizational documents of the Company and its subsidiaries, that has an aggregate principal amount, or provides for an aggregate obligation, in excess of $5,000,000 that (I) evidences indebtedness for borrowed money of the Company or any of its subsidiaries to any third party, (II) guarantees any such indebtedness of a third party, or (III) contains a covenant restricting the payment of dividends or distributions in respect of the capital stock of the Company or any of its subsidiaries, prohibiting the pledging of capital stock of the Company or any of its subsidiaries, or prohibiting the issuance of guarantees by any subsidiary of the Company; (D) any material collective bargaining agreement or other material Contract with any labor union; (E) any partnership or joint venture agreement that is material to the Company and its subsidiaries, taken as a whole; and (F) each Contract with any Governmental Authority, other than pursuant to Contracts that are substantially in the form of one of the Company’s standard Contracts that have been made available to Parent; and (G) each Contract (other than employment-related agreements and Employee Benefit Plans) that have been made available to Parent prior to the date hereof of the Company or any of its subsidiaries that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act to the extent it has not been disclosed or filed as an exhibit to the Company SEC Reports. (bii) The Company has made available to Parent true, prior to the date of this Agreement a true and complete and correct copies copy of each Company Material Contract as in effect on the Determination Datedate of this Agreement. Neither the Company nor any subsidiary of the Company is in breach of or default under the terms of any Company Material Contract and no event has occurred that (with or without notice or lapse of time or both) would constitute such a breach or default under any Company Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, 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 has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Material Contract is a valid and binding on obligation of the Company or its Subsidiaries, as applicable, the subsidiary of the Company which is party thereto and, to the knowledge of the Company, the counterparty of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws laws, relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law or in equity), except insofar as it has expired in accordance with its terms after the Determination Date. Neither the Company nor any of its Subsidiaries is in material breach of, or material default under, any Company Material Contract to which it is a partyequitable principles.

Company Material Contracts. (ai) Except as set forth in Section 4.17 5I of the Company Disclosure Letter, Letter sets forth a list as of the Determination Date, neither the Company nor any date of its Subsidiaries are parties to or otherwise bound by or subject to (Contracts this Agreement of each of the following typestypes of agreements to which any of the Company or its Subsidiaries is a party or by which any of them is bound (collectively, the “Company Material Contracts”): (ia) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respect) for the purchase of products or for the receipt of services from the top twenty (20) suppliers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of gross purchases made by the Company Entities therefrom; (ii) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respect) for the furnishing of products or services by the Company Entities to the top twenty (20) customers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of net merchandise sales (gross merchandise sales less merchandise credit memos and merchandise discounts and rebates) made by the Company Entities thereto; (iii) Contracts concerning the establishment or operation of a material partnership, joint venture or limited liability company (other than any such Contract between the Company or any of its Subsidiaries and another Subsidiary of the Company); (iv) Contracts relating to the acquisition or disposition of any material business agreement (whether by merger, sale of stock, sale of assets written or otherwiseoral) with material obligations (other than in respect of fraud) extending beyond the Determination Date; (v) Contracts containing (A) a covenant materially restricting the ability any current or former employee, director or consultant of the Company or any of its Subsidiaries to engage that has future required scheduled payments in any line excess of business in any geographic area or to compete with any Person, to market any product or to solicit customers, (B) a provision granting the other party exclusivity or similar rights or (C) a provision that requires the purchase of all or a material portion of any Company Entities’ requirements for a given product or service from a given third party $150,000 per annum and which Contract is not terminable by the Company or its applicable Subsidiary upon notice of 60 calendar days or less for a cost of less than $150,000 or any Company Entity within one year agreement (whether written or oral) with any current or former employee, director or consultant of the Determination Date without Company or any required of its Subsidiaries that contains any change in control or severance payment provisions which would be triggered as a result of the consummation of the transactions and which require a change in control or other conditions (other than the condition severance payment in excess of notice)$150,000 in any individual case; (vib) material Contracts for the furnishing any collective bargaining agreement with any labor union or other employee representative of products a group of employees relating to wages, hours and other conditions of employment; (c) any (i) agreement containing a covenant not to compete or services solicit customers or sales in any jurisdiction or industry granted by the Company or any of its Subsidiaries in favor of a third party that materially impairs the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing, (ii) agreement that provides a Person with the exclusive right to sell a product in any Governmental Authorityterritory is not terminable by it upon notice of 90 calendar days or less without material liability (excluding from the determination of material liability any accrued but unpaid obligations not past due arising prior to (and not as a result of) any such termination), or (iii) agreement that provides a Person with “most favored nations” pricing with respect to a specific product for which the Company and its Subsidiaries had generated revenues of greater than $2,500,000 for the twelve-month period ended December 31, 2007; (viid) any material lease or similar agreement under which (i) the Company License; oror one of its Subsidiaries is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by a third party or (ii) the Company or one 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 the Company or one of its Subsidiaries, in any case which has future required or accrued but unpaid payments in excess of $5,000,000 per annum and is not terminable by it upon notice of 60 calendar days or less for a cost of less than $5,000,000 (excluding from the calculation of such cost any accrued but unpaid obligations not past due arising prior to (and not as a result of) any such termination); (viiie) indenturesany agreement or contract under which the Company or one of its Subsidiaries has borrowed any money or issued any note, credit agreementsindenture or other evidence of indebtedness or guaranteed indebtedness or liabilities of others (other than intercompany indebtedness among the Company and its Subsidiaries, loan agreements and similar instruments guarantees of indebtedness of the Company or any of its Subsidiaries, endorsements for the purpose of collection or purchases of equipment or materials made under conditional sales contracts, in each case in the ordinary course of business), in each case having an outstanding principal amount in excess of $5,000,000; (f) any agreement, contract, memorandum of understanding, side letter or other arrangement, whether written or oral, pursuant to which the Company or any of its Subsidiaries has asserted claims for indemnification or will incur contribution against a prior owner of the Company or assume any indebtedness of its Subsidiaries for borrowed money asbestosis, silicosis, mixed dust, or similar claims or litigation to which the Company or any of its Subsidiaries is subject (including the Joint Defense Agreement disclosed in the Company SEC Reports and as may relate to respiratory product liability litigation or claims) relating to products manufactured, distributed or sold by the Company or any of its Subsidiaries or any of their respective predecessors or Affiliates; (g) any agreement or contract that provides rights or obligations of the Company or any Subsidiary thereof for any material unpaid deferred purchase price, earn-out or similar payments related to the acquisition of another Person or the business of another Person; (h) any agreement pursuant to which the Company or any Subsidiary licenses any material Intellectual Property Rights from or to a Person (other than licenses for commercially available, off-the-shelf Software) or has granted an exclusive licenses to any Person of any Company Intellectual Property Rights; (i) any material bailment, consignment or will guarantee other similar arrangement, including as may relate to inventory (including raw materials, works in progress and other items of or otherwise become liable for relating to inventory), equipment or other assets or property of any indebtedness customer, supplier or third party; (j) any agreement with any distributor, sales agent, consultant or manufacturing representative of the Company or any of its Subsidiaries that is not terminable by the Company or its applicable Subsidiary upon notice of 90 calendar days or less without cost or penalty with respect to such agreement in excess of $2,000,000 to the Company and its Subsidiaries (taken as a group), excluding from the calculation of such cost or penalty any accrued but unpaid obligations not past due arising prior to (and not as a result of) any such termination; (k) any teaming agreement, limited partnership agreement or joint venture agreement to which the Company or any of its Subsidiaries is a party with respect to the bidding on, or completion of, a project or the manufacture of a product that is not terminable by the Company or its applicable Subsidiary upon notice of 90 calendar days or less without cost or penalty with respect to any such agreement in excess of $2,000,000 to the Company and its Subsidiaries (taken as a group), excluding from the calculation of such cost or penalty any accrued but unpaid obligations not past due arising prior to (and not as a result of) any such termination; (l) any agreement pursuant to which the Company or any of its Subsidiaries acquired any business or the material portion of the assets (other than inventory or equipment) or capital stock of any other Person for borrowed money entered into since December 31, 2005 and which required the payment by the Company and/or any of its Subsidiaries of a purchase price in excess of $1,000,000, other than 5,000,000; (m) any indentures, credit agreements, loan agreements currently effective settlement agreement to which the Company and/or any of its Subsidiaries is a party which (i) involves future unpaid obligations by the Company and/or any of its Subsidiaries to any third Person or group of third Persons in excess of $1,000,000 individually or $10,000,000 in the aggregate for multiple settlements arising from the same or similar instruments solely between facts or among circumstances or (ii) reasonably would be expected to materially impair or restrict the operation of the business of the Company and its Subsidiaries, taken as a whole, as conducted through the Closing; and (n) any other agreement, contract, lease, license or instrument, in each case not included in clauses (a) through (m) above or set forth on any of the other sections of the Company Disclosure Letter, to which the Company or any of its Subsidiaries.Subsidiaries is a party or by or to which any of their assets are bound or subject which has future required scheduled payments by or to the Company or any of its Subsidiaries in excess of $5,000,000 per annum and is not terminable by it upon notice of 90 calendar days or less for a cost of less than $5,000,000 (other than warranty obligations in the ordinary course of business, purchase orders, and Leases), excluding from the calculation of such cost any accrued but unpaid obligations not past due arising prior to (and not as a result of) any such termination; (bii) The Except as disclosed on Section 5I of the Company has made available to Parent true, complete and correct copies Disclosure Letter or any other section of the Company Disclosure Letter: (i) each Company Material Contract in effect on the Determination Date. Each Company Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, and, to the knowledge of the Company, the counterparty thereto, and is in full force and effect, subject is the legal, valid and binding obligation of the Company and/or its Subsidiaries (as applicable) and, to the effect Company’s knowledge, each of the other counterparties thereto, (ii) neither the Company nor any applicable Subsidiary thereof nor, to the Company’s knowledge, any other party is in material breach or default under any Company Material Contract, and, to the Company’s knowledge, (A) no event has occurred which with notice or lapse of time or both would constitute a material breach or default thereunder and (B) since the date of the Latest Balance Sheet, no party has notified the Company in writing of any applicable bankruptcyintention to terminate or, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject prior to the effect date hereof, materially modify (other than modifications in the ordinary course of general principles business that would not reasonably be expected to materially adversely affect the Company or any Subsidiary thereunder or modifications permitted or required by this Agreement) any such Company Material Contract, (iii) since the date of equity the Latest Balance Sheet and prior to the date hereof, no counterparty has repudiated in writing to the Company any material provision of any Company Material Contract and (regardless iv) since the date of whether considered in a Proceeding at law or in equity)the Latest Balance Sheet, except insofar as it has expired in accordance with its terms after the Determination Date. Neither neither the Company nor any of its applicable Subsidiaries is in material breach of, has waived any rights or material default under, claims under any Company Material Contract that would reasonably be expected to materially impair the rights of the Company and its Subsidiaries under such Company Material Contract. (iii) On or prior to the date of this Agreement, Norcross Safety Products L.L.C. (“Norcross LLC”) has (a) executed and delivered to the counterparty thereto written notice of termination of the agreement specified on Section 5I(iii) of the Company Disclosure Letter terminating such agreement in accordance with its terms and (b) paid to the counterparty thereto the “Break Fee” as calculated in accordance with such agreement and all other fees and expenses for which it is a partyinvoices have been received from the counterparty prior to the date of this Agreement.

Company Material Contracts. (a) Except as set forth in Section 4.17 5.11 of the Company Disclosure Letter, as Schedule sets forth a list of all of the Determination Date, neither the Company nor any of its Subsidiaries are parties to or otherwise bound by or subject to (Contracts of the following types, the “Company Material Contracts”): (i) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to described below which such purchase order was made in any material respect) for the purchase of products or for the receipt of services from the top twenty (20) suppliers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of gross purchases made by the Company Entities therefrom; (ii) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respect) for the furnishing of products or services by the Company Entities to the top twenty (20) customers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of net merchandise sales (gross merchandise sales less merchandise credit memos and merchandise discounts and rebates) made by the Company Entities thereto; (iii) Contracts concerning the establishment or operation of a material partnership, joint venture or limited liability company (other than any such Contract between the Company or any of its Subsidiaries and another Subsidiary is a party to or bound by, as of the Companydate of this Agreement (other than any Company Benefit Plan) (each such Contract, as amended, a “Company Material Contract”): (i) any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act); (ii) any Contract with a Company Top Customer or Company Top Supplier (in each case, other than a Governmental Entity) that has a term greater than one (1) year and is not terminable by the Company or any of its Subsidiaries that is a party thereto without penalty upon notice of ninety (90) days or less, other than quotes, purchase orders, sales orders, invoices or Contracts that are not a main agreement governing the relationship between the applicable Company Top Customer or Company Top Supplier; (iii) any Contract (other than those solely between or among the Company and any of its Wholly Owned Subsidiaries) relating to Indebtedness for borrowed money with a principal amount in excess of $25 million; (iv) Contracts any Contract evidencing financial or commodity hedging or similar trading activities, including any interest rate swaps, financial derivatives master agreements or confirmations, or futures account opening agreements and/or brokerage statements or similar Contract, in each case, that is material to the Company and its Subsidiaries (taken as a whole); (v) any Contract pursuant to which the Company or any of its Subsidiaries grants or receives a license, covenant not to xxx, release, waiver, option or other right under any Intellectual Property Rights (including Software) that is material to the businesses of the Company and its Subsidiaries (taken as a whole), other than non-exclusive licenses granted (A) to the Company or its Subsidiaries for off-the-shelf Software on standardized, generally available terms or (B) by the Company or its Subsidiaries in the ordinary course of business to customers for their use of the products and services of the Company or its Subsidiaries, pursuant to licensing terms that are consistent in all material respects, in substance, with those agreements made available to Parent; (vi) each Contract governing the transfer or sale of any Personal Information by the Company or any of its Subsidiaries to any third party; (vii) any Contract providing for the settlement of a Proceeding that materially restricts the Company’s business or operations; (viii) any Contract providing for any material indemnification or guarantee obligations by the Company or any of its Subsidiaries of any Person or pursuant to which any material indemnification or guarantee obligations of the Company or any of its Subsidiaries remain outstanding as of the date of this Agreement; (ix) any partnership, alliance, limited liability company, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, alliance, limited liability company or joint venture, in each case that is material to the Company and its Subsidiaries (taken as a whole), except for any such agreements or arrangements solely between the Company and its Wholly Owned Subsidiaries or solely among the Company’s Wholly Owned Subsidiaries; (x) relating to the direct or indirect, acquisition or disposition of any material securities, capital stock or other interests, assets or business (whether by merger, sale of stock, sale of assets or otherwise) in each case (A) with a fair market value or purchase price in excess of $100 million or (B) pursuant to which the Company or any of its Subsidiaries reasonably expects to be required to pay or receive any material obligations (earn-out, deferred or other than in respect of fraud) extending beyond the Determination Datecontingent payments; (vxi) Contracts containing any Contract that (A) a covenant materially restricting purports to restrict the ability of the Company or any of its Subsidiaries to engage or, at or after the Effective Time, Parent or any of its Affiliates from (1) engaging in any line of business or competing in any business with any Person or (2) operating its business in any geographic area manner or to compete with any Person, to market any product or to solicit customerslocations, (B) a provision granting could require the disposition of any assets or line of business of the Company or its Affiliates or acquisition of any assets or line of business of any other party exclusivity Person, in each case, other than with respect to soliciting or similar rights hiring employees or (C) grants “most favored nation” status to any Person that, at or after the Effective Time, would purport to apply to Parent or any of its Affiliates, in each case of clauses (A), (B) and (C), in a provision manner that requires is material to the purchase of all or Company and its Subsidiaries (taken as a material portion of any Company Entities’ requirements for a given product or service from a given third party and which Contract is not terminable by any Company Entity within one year of the Determination Date without any required payment or other conditions (other than the condition of noticewhole);; and (vixii) material Contracts for the furnishing of products or services by any Contract between the Company or any of its Subsidiaries Subsidiaries, on the one hand, and any Person that, to any Governmental Authority; the Knowledge of the Company, beneficially owns five percent (vii5%) any material Company License; or (viii) indentures, credit agreements, loan agreements and similar instruments pursuant to which or more of the Company outstanding Shares or shares of common stock of any of its Subsidiaries has or will incur or assume any indebtedness for borrowed money or has or will guarantee or otherwise become liable for any indebtedness of any their respective Affiliates, on the other Person for borrowed money in excess of $1,000,000, other than any indentures, credit agreements, loan agreements or similar instruments solely between or among the Company and any of its Subsidiarieshand. (b) The Company has made available to Parent true, complete and correct copies of each Company Material Contract in effect on the Determination Date. Each Company Material Contract is valid and binding on the Company and/or one or more of its Subsidiaries, as applicable, and, to the knowledge of the Company, the counterparty theretocase may be, and is in full force and effect, subject to the effect of any applicable bankruptcyexcept as would not reasonably be expected to, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law individually or in equity)the aggregate, except insofar as it has expired in accordance with its terms after the Determination Date. Neither have a Material Adverse Effect. (c) There is no breach or default under any Company Material Contract by the Company nor or any of its Subsidiaries is or, as of the date hereof, 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 or result in material a breach of, or material default under, any such Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto or would permit or cause the termination (other than any expiration) thereof, in each case, except as would not reasonably be expected to, individually or in the aggregate, have a Material Contract to which it is a partyAdverse Effect.

Company Material Contracts. (a) Except as set forth in Section 4.17 5.19(a) of the Company Disclosure LetterSchedule sets forth a true, correct and complete list as of the Determination Date, neither date of this Agreement of each Contract (in addition to each Company Benefit Plan that is a Contract and is set forth on Section 5.14(a) of the Company nor Disclosure Schedule, which shall not be required to be re-listed here) described in clauses (i) through (xix) below, including amendments thereto to which the Company or any of its Subsidiaries is a party or by which any material assets of the Company or any of its Subsidiaries are parties to or otherwise bound by or subject to (Contracts of the following typeseach, the a “Company Material ContractsContract”): (i) Contracts any Contract with (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respectA) for the purchase of products or for the receipt of services from the top twenty one hundred twenty-five (20125) suppliers Producers with the Company or any of its Subsidiaries (by total production measured by gross written premium of the Company Entities insurance policies produced by such Producer during the calendar year twelve month period ended December 31September 30, 20172024) (the “Top Producers”), determined on or (B) a consolidated basis based on the amount of gross purchases made by Producer with the Company Entities therefromor any of its Subsidiaries that is reasonably expected to result in total compensation paid to such Producer in fiscal year 2024 to be equal to or greater than $1,000,000; (ii) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respect) for Contract with the furnishing of products or services by the Company Entities to the top twenty (20) customers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of net merchandise sales (gross merchandise sales less merchandise credit memos and merchandise discounts and rebates) made by the Company Entities theretoTop Carriers; (iii) any material Contract with the top ten (10) vendors (by dollar value of spend for such vendors during the 12-month period ended December 31, 2023); (iv) any Contracts concerning with the establishment top ten (10) Insurance Clients (by dollar value of revenue received by the Company or operation any of its Subsidiaries in respect of such Persons during the 12-month period ended December 31, 2023) of the Company (collectively, the “Top Clients”); (v) any material Contract under which all or any portion of the fees or other commissions of the Company or any of its Subsidiaries may be payable to any other Person; (vi) any Contract which provides for a material partnership, joint venture venture, strategic alliance, collaboration, co-promotion, profit-sharing, joint research and development or limited liability company similar arrangement, or provides for or governs the formation, creation, operation, management or control of such arrangement; (vii) any Contract which (A) purports to limit the type or nature of the business conducted by the Company or its Subsidiaries, now or in the future, or the geographic area in which the Company and its Subsidiaries operate, (B) would require the disposition of any material assets of the Company or its Subsidiaries as a result of the consummation of the transactions contemplated hereby, (C) contains a covenant not to compete or freely solicit business or services, non-solicitation or other similar clause (other than any such Contract between the Company or any of its Subsidiaries and another Subsidiary any current or former employee, individual consultant or other individual service provider which are in favor of the Company’s or its Subsidiaries’ interest, excluding, for the avoidance of doubt, any sub-Producers); , (ivD) Contracts relating grants exclusive or preferential rights to the acquisition sell or disposition of distribute products or services, or grants “most favored nation” status, to any material business other Person, (whether by merger, sale of stock, sale of assets E) contains “requirements” provisions or otherwise) with material obligations (other than in respect of fraud) extending beyond the Determination Date; (v) Contracts containing (A) a covenant materially restricting the ability of provisions obligating the Company or any of its Subsidiaries to engage in any line of business in any geographic area purchase or to compete with any Person, to market any product obtain a minimum or to solicit customers, (B) a provision granting the other party exclusivity or similar rights or (C) a provision that requires the purchase of all or a material portion specified amount of any Company Entities’ requirements for a given product or service from any Person, (F) contains minimum sales or volume provisions, (G) grants to any Person a given third party and which Contract is not terminable by right of first refusal or first offer, or similar preferential rights with respect to any Company Entity within one year equity, or material property or assets of the Determination Date without Company or its Subsidiaries or the provision of any required payment insurance products or other conditions material services to, or through, the Company or its Subsidiaries or (other than the condition H) is a Contract with a Carrier or an Insurance Client that does not include a limitation of notice); (vi) material Contracts for the furnishing of products or services by liability on the Company or any of its Subsidiaries to any Governmental Authorityof $20,000,000 or less (including, for the avoidance of doubt, Contracts without a limitation of liability); (vii) any material Company License; or (viii) indenturesany Contract with a Governmental Entity, credit agreements, loan agreements and similar instruments including any FINRA membership agreement or pursuant to which the Company or any of its Subsidiaries has is subject to federal contracting compliance requirements; (ix) any Contract for the acquisition, sale, assignment, transfer, licensing or will incur divestiture of assets of the Company or assume any indebtedness for borrowed money of its Subsidiaries involving a purchase price (in a single transaction or has or will guarantee or otherwise become liable for any indebtedness a series of any other Person for borrowed money related transactions) in excess of $1,000,00020,000,000 and under which the Company or any of its Subsidiaries would reasonably be expected to have continuing liability or obligation (including “earn-out” or contingent payment obligations) after the Closing; (x) any Contract under which it (A) has created, incurred, assumed or guaranteed any outstanding Indebtedness of the type described in clause (a), (b) or (d) of the definition thereof or (B) grants an Encumbrance securing any such Indebtedness described in the preceding clause (A), or (C) created or incurred obligations (1) for the deferred purchase price of property or assets, (2) as lessee under a capital/finance lease or (3) under interest, currency or other hedging or swap agreement for the purpose of managing interest rate risk; (xi) any Contract under which the Company or any of its Subsidiaries has made advances or loans to any other Person, other than loans to employees or advances or vendor financing in the ordinary course of business; (xii) any indenturesContract involving the settlement of any Action or threatened Action (or series of related Actions) which will (A) involve payments after the date hereof of consideration in excess of $5,000,000 or (B) impose material monitoring, credit agreements, loan agreements reporting or similar instruments solely between or among other obligations with respect to the Company and or its Subsidiaries; (xiii) any Contract containing any future capital expenditure obligations of the Company or its Subsidiaries (or otherwise relating to the Business) in excess of $5,000,000; (xiv) any Related Party Contract; (xv) each Lease; (xvi) each labor-related Contract (including but not limited to any collective bargaining agreement) with any labor union, employee association, or other labor organization; (xvii) each Contract or other agreement that provides for severance, retention or stay bonus, advance notice of termination, change in control bonus, accelerated vesting, or any other amount or benefit that will be payable or due as a result of any of the transactions or events contemplated by this Agreement; (xviii) any Contract under which a third party has developed Intellectual Property by, with or for the Company or a Subsidiary thereof or agreed to develop Intellectual Property anticipated by the Company or a Subsidiary to be, in each case, material to the Company or a Subsidiary, in each case, other than agreements with employees and independent contractors of the Company or its SubsidiariesSubsidiaries entered in the ordinary course of business on terms that assign ownership of Intellectual Property to the Company or a Subsidiary; and (xix) any Contract containing an Intellectual Property License, in any event excluding (A) any non-exclusive license granted to the Company or its Subsidiaries to off-the-shelf Software that is commercially available and licensed to the Company or its Subsidiaries on standard terms or pursuant to “shrink-wrap” or “click-through” license agreements that has an annual fee or payment not exceeding $5,000,000, and (B) any non-exclusive license granted by the Company or its Subsidiaries to a customer, vendor, distributor, reseller, or agent of the Company or its Subsidiaries in the ordinary course of business (collectively, the “Material IP Contracts”). (b) The Company has made available to Parent trueTrue, correct and complete and correct copies of each Company Material Contract in effect on the Determination Datedate hereof has been made available to Purchaser except (x) for any Contracts which may have names and identifying information redacted in order to comply with confidentiality obligations and (y) the Contracts described in Section 5.19(a)(ii) with respect to which only a subset of such Contracts, which the Company’s management believes in good faith is representative of all such Company Material Contracts (it being understood that pricing and commissions rates vary across such Contracts), have been made available to Purchaser prior to the date of this Agreement. Each Contract required to be listed in Section 5.19(a) of the Company Disclosure Schedule, whether or not set forth in the Company Disclosure Schedule, is referred to in this Agreement as a Company Material Contract is valid and binding on Contract. None of the Company or its Subsidiaries, as applicable, and, to the knowledge of the Company, the counterparty thereto, and is in full force and effect, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law or in equity), except insofar as it has expired in accordance with its terms after the Determination Date. Neither the Company nor any of its Subsidiaries is in material breach of, of or material default under, under the terms of any Company Material Contract or in receipt of any written or other material claim or notice of default under or material breach of any Company Material Contract. There are no existing written threats of default, material breaches or violations of any of such Company Material Contracts by any other party thereto. With respect to which it each Company Material Contract, (i) no event has occurred or circumstance exists that, with or without the lapse of time or the giving of notice or both, would, or would reasonably be expected to, result in a material default under or material breach of any Company Material Contract, result in a termination thereof or cause or permit the acceleration or other changes of any material right or obligation or the loss of any material benefit thereunder, (ii) no party to any Company Material Contract has exercised any termination rights with respect thereto, and none of the Company or any of its Subsidiaries has received any notice of any intention to terminate any Company Material Contract and (iii) no party to any Company Material Contract has given written or other notice of any material dispute with respect thereto. Except as would not reasonably be expected to be material to the Business taken as a whole, all of the Company Material Contracts are in full force and effect and are enforceable against the Company or any of its Subsidiaries that is a partyparty thereto, the other parties thereto, in accordance with their respective terms, subject in each case to the Enforceability Exceptions.

Company Material Contracts. (a) Except As of the date of this Agreement, except as filed as an exhibit to a Company SEC Document or as set forth in Section 4.17 3.18(a) of the Company Disclosure Letter, as of the Determination Date, neither the Company nor any of its Subsidiaries are parties is a party to or otherwise bound by or subject to (Contracts of the following types, the “Company Material Contracts”):by: (i) Contracts (any joint venture, partnership, limited liability company or other than any purchase order that specifies pricesimilar Contract relating to the formation, quantity creation, operation, management, sharing of profit or delivery terms but does not otherwise vary the terms Losses or control of any other Contract pursuant partnership, strategic alliance or joint venture, in each case, material to which such purchase order was made in any material respect) for the purchase of products or for the receipt of services from the top twenty (20) suppliers of the Company Entities during and its Subsidiaries, taken as a whole, but excluding investment portfolio transactions in the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount ordinary course of gross purchases made by the Company Entities therefrombusiness consistent with past practice; (ii) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of this Agreement and any other Contract pursuant to which such purchase order was made Contracts entered into in connection herewith, any material respect) for the furnishing of products or services by the Company Entities to the top twenty (20) customers of the Company Entities during the calendar year ended December 31Contract, 2017including any option Contract, determined on a consolidated basis based on the amount of net merchandise sales (gross merchandise sales less merchandise credit memos and merchandise discounts and rebates) made by the Company Entities thereto; (iii) Contracts concerning the establishment or operation of a material partnershipentered into since January 1, joint venture or limited liability company (other than any such Contract between the Company or any of its Subsidiaries and another Subsidiary of the Company); (iv) Contracts 2013, relating to the acquisition or disposition disposition, with material obligations remaining to be performed or material liabilities continuing after the date of this Agreement, of any business or real property that is material business to the Company and its Subsidiaries, taken as a whole (whether by merger, sale of stock, sale of assets or otherwise); (iii) any investment advisory Contract or any other Contract relating to investment management, investment advisory or sub-advisory services to which any Company Insurance Subsidiary is a party or under which any Subsidiary of the Company provides such services and which involves annual fee revenue in excess of $1,000,000 per year; (iv) any Contract that would be in the top five (5) Contracts, measured by payments received thereunder by the Company and its Subsidiaries during the 12-month period ended December 31, 2014, under which any Company Insurance Subsidiary or any Separate Account invests in or provides services to any mutual fund in connection with material obligations (other than in respect any Insurance Contract, including any Contract under which any Subsidiary of fraud) extending beyond the Determination DateCompany receives any payment from such mutual funds or any of their respective Affiliates; (v) Contracts containing any Contract that would be in the top five (A5) a covenant materially restricting the ability of Distribution Agreements, measured by commissions and other fees paid by the Company or any of and its Subsidiaries to engage thereunder in any line of business in any geographic area or to compete with any Personthe 12-month period ended December 31, to market any product or to solicit customers, (B) a provision granting the other party exclusivity or similar rights or (C) a provision that requires the purchase of all or a material portion of any Company Entities’ requirements for a given product or service from a given third party and which Contract is not terminable by any Company Entity within one year of the Determination Date without any required payment or other conditions (other than the condition of notice)2014; (vi) material Contracts for any Contract (including any exclusivity Contract) that limits or restricts or purports to limit or restrict either the furnishing type of products or services by the Company or any of its Subsidiaries to any Governmental Authority; (vii) any material Company License; or (viii) indentures, credit agreements, loan agreements and similar instruments pursuant to business in which the Company or any of its Subsidiaries has (or, after the Effective Time, the Surviving Corporation or will incur its Affiliates) may engage or assume the manner or locations in which any indebtedness for borrowed money of them may so engage in any business, including any covenant not to compete (geographically or has or will guarantee or otherwise become liable for any indebtedness of any other Person for borrowed money in excess of $1,000,000otherwise), other than any indentures, credit agreements, loan agreements “most favored nations” or similar instruments solely between or among rights, in each case that is material to the Company and any of its Subsidiaries, taken as a whole; (vii) any nondisclosure agreement, confidentiality agreement or other Contract that imposes “standstill” restrictions on any Person; or (viii) any “material contract” within the meaning of Item 601(b)(10) of Regulation S-K under the Securities Act that has not been filed as an exhibit to or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement. (b) The Company has made available to Parent trueAs used herein, complete and correct copies of each “Company Material Contract Contracts” shall mean the Contracts listed or required to be listed in effect on Section 3.18(a) of the Determination DateCompany Disclosure Letter or filed as an Exhibit to a Company SEC Document. Each Company Material Contract is valid and binding on the Company or and each of its Subsidiaries, as applicableSubsidiaries party thereto, and, to the knowledge Knowledge of the Company, the counterparty each other party thereto, and is in full force and effect, subject except to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law or in equity), except insofar as it extent such Company Material Contract has previously expired in accordance with its terms after or as would not, individually or in the Determination Dateaggregate, constitute a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries Subsidiaries, or, to the Knowledge of the Company, the other parties thereto, is in material breach violation of, or material default under, any provision of any Company Material Contract, and, to the Knowledge of the Company, no party to any Company Material Contract has committed or failed to which it is perform any act under and no event has occurred which, with or without notice, lapse of time or both, would constitute a partydefault under the provisions of 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. The Company has made available to Parent materially accurate and complete copies of each such Company Material Contract (including all material modifications and amendments thereto and material waivers thereunder).

Company Material Contracts. (a) Except 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 of this Agreement, no such Contract has been amended or modified, except as otherwise set forth in therein. All such Contracts filed since January 1, 2019 shall be deemed to have been made available to Parent. (b) Other than any Company Benefit Plan, Section 4.17 3.19(b) of the Company Disclosure LetterLetter sets forth a complete list, and the Company has made available to Parent true and complete copies, 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 between the Company and any of the Company Subsidiaries or between any wholly-owned Company Subsidiaries), as of the Determination Datedate of this Agreement, neither the Company nor any of its Subsidiaries are parties to or otherwise bound by or subject to (Contracts of the following types, the “Company Material Contracts”):that: (i) Contracts (other than any purchase order is a partnership, joint venture, strategic alliance, sharing of profits or revenue or similar arrangement that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant is material to which such purchase order was made in any material respect) for the purchase of products or for the receipt of services from the top twenty (20) suppliers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of gross purchases made by and the Company Entities therefromSubsidiaries, taken as a whole; (ii) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respectA) provides for the furnishing creation, incurrence, assumption or guarantee of products Indebtedness of the Company or services any Company Subsidiary in an amount in excess of $1,000,000 (except for any such Indebtedness between the Company and any Company Subsidiaries or between the Company Subsidiaries, guarantees by the Company Entities to the top twenty (20) customers of Indebtedness of any of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount Subsidiaries and guarantees by any of net merchandise sales (gross merchandise sales less merchandise credit memos and merchandise discounts and rebates) made by the Company Entities theretoSubsidiaries of Indebtedness of the Company or any other Company Subsidiary) or (B) relates to any material outstanding letters of credit, bankers’ acceptances, performance bonds, surety bonds or guarantees in an amount in excess of $500,000; (iii) Contracts concerning grants any rights of first refusal, rights of first negotiation, rights of first offer or other similar rights to any person with respect to the establishment sale of any material assets, rights or operation properties (including any security) of the Company and the Company Subsidiaries, taken as a material partnership, joint venture or limited liability company whole; (other than any such Contract between iv) (A) expressly obligates the Company or any of its the Company Subsidiaries and 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 or (2) requirements provisions (committing a person to provide the quantity of goods or services required by another Subsidiary of the Companyperson); (ivv) Contracts relating to (A) provides for the disposition or acquisition by the Company or disposition any Company Subsidiary of any material assets (other than dispositions of inventory in the ordinary course of business consistent with past practice) or any business (whether by merger, sale or purchase of stockassets, sale or purchase of assets stock or equity ownership interests or otherwise) with material obligations (other than for consideration in respect excess of fraud) extending beyond the Determination Date; (v) Contracts containing (A) a covenant materially restricting the ability of the Company $5,000,000 or any of its Subsidiaries to engage in any line of business in any geographic area or to compete with any Person, to market any product or to solicit customers, (B) a provision granting the other party exclusivity or similar rights or (C) a provision that requires the purchase of all or a material portion of any Company Entities’ requirements for a given product or service from a given third party and which Contract is not terminable by any Company Entity within one year of the Determination Date without any required payment or other conditions (other than the condition of notice); (vi) material Contracts for the furnishing of products or services by the Company or any of its Subsidiaries to any Governmental Authority; (vii) any material Company License; or (viii) indentures, credit agreements, loan agreements and similar instruments pursuant to which the Company or any of its Subsidiaries has Company Subsidiary will acquire any interest, or will incur or assume any indebtedness for borrowed money or has or will guarantee or otherwise become liable for any indebtedness of make an investment, in any other Person person for borrowed money consideration in excess of $1,000,000, other than the Company or a Company Subsidiary, in each case, other than (1) this Agreement or (2) pursuant to which no 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) provides for the settlement or conciliation of any indentureslitigation (A) that materially restricts or imposes any material obligation on the Company or any Company Subsidiary or materially disrupts the business of the Company or any Company Subsidiary as currently conducted, credit agreements, loan agreements taken as a whole or similar instruments solely between (B) that would require the Company or among any Company Subsidiary to pay consideration valued at more than $500,000 in the aggregate after the date of this Agreement other than any settlement or conciliation that is covered by insurance or indemnification (which the Company is reasonably expected to receive); (vii) is material to the Company and the Company Subsidiaries, taken as a whole, and imposes exclusivity or non-competition covenants on the Company or any Company Subsidiary; (viii) is (A) a Contract pursuant to which the Company or any Company Subsidiary is licensed by a third party to use any Intellectual Property that is material to the business of the Company and the Company Subsidiaries as conducted as of the date of this Agreement (other than any Off-the-Shelf Software and Open Source Software) or (B) a Contract pursuant to which a third party has licensed (including covenants not to sue) any Company Intellectual Property owned by the Company or any Company Subsidiary (other than non-exclusive licenses granted by the Company or any Company Subsidiary in the ordinary course of business); (ix) is with a Material Customer; (x) is with a Material Channel Partner; (xi) is with a Material Supplier; (xii) is with a Governmental Entity pursuant to which the Company (including any Company Subsidiary) has received in excess of $1,000,000 in the aggregate during the three-year period ended December 31, 2022; (xiii) pursuant to which the Company or any Company Subsidiary is or may become obligated to make or provide (A) any severance, termination, change in control or similar payment or benefit to any current or former employee or service provider or (B) any bonus (paid in cash or stock) or similar payment (other than payments constituting base salary and commissions and payments made in the ordinary course of business consistent with past practice) in excess of $100,000 (or the local currency equivalent thereof); (xiv) would trigger or increase or accelerate the vesting of any benefits (including any benefits under any including any stock option plan, stock appreciation right plan or stock purchase plan) in connection with the execution and delivery of this Agreement or the consummation of the Transactions (either alone or in connection with a previous or subsequent termination of employment or service in combination therewith); (xv) provides for indemnification of any director or officer of the Company; (xvi) provides to another person the right to purchase, license or otherwise acquire an unlimited quantity of or unlimited usage of Company Products (based on the Company’s or any Company Subsidiary’s ordinary pricing metrics for such Company Products) for a fixed aggregate price or at no additional charge (including through “enterprise wide,” “unlimited use” or “all you can eat” provisions); (xvii) (A) creates any obligation under any interest rate, currency or commodity derivative or hedging transaction or (B) pursuant to which the Company or any Company Subsidiary creates or grants a material Lien, other than a Permitted Lien, on any of its Subsidiaries.properties or other assets; (bxviii) The is a collective bargaining, union or works council agreement; (xix) that provides for any standstill or similar obligations that are binding on and restrict any material actions of the Company; or (xx) is required to be described pursuant to Item 404 of Regulation S-K promulgated under the Securities Act. Each Contract described in Section 3.19(a) or Section 3.19(b) is referred to in this Agreement as a “Company has made available to Parent true, complete and correct copies Material Contract.” (c) Neither the Company nor any Company Subsidiary is in breach of each or default under the terms of any Company Material Contract in effect on the Determination Date. Each Company Material Contract is valid and binding on the Company or its Subsidiaries, as applicableany material respect, 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 in any material respect by the counterparty theretoCompany or any Company Subsidiary. To the knowledge of the Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract in any material respect. Each Company Material Contract is a valid and binding obligation of the Company or any Company Subsidiary that is a party thereto and, to the knowledge of the Company, is in full force and effect, subject to the effect Bankruptcy and Equity Exception. To the knowledge of the Company, no event has occurred, and no circumstance or condition exists, that with or without notice or lapse of time or both could reasonably be expected to: (i) give any person the right to accelerate the maturity or performance of any applicable bankruptcyCompany Material Contract or (ii) give any person the right to cancel, insolvencyterminate or modify any Company Material Contract. Since January 1, fraudulent conveyance2022, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law or in equity), except insofar as it has expired in accordance with its terms after the Determination Date. Neither neither the Company nor any Company Subsidiary has received any written notice or, to the knowledge of its Subsidiaries is in material the Company, other communication alleging any breach of, or material default under, any Company Material Contract to which it is a partyContract.

Company Material Contracts. (a) Except as set forth in Section 4.17 Schedule 3.9(a) of the Company Disclosure Letter, Letter sets forth all Contracts as of the Determination Date, neither date of this Agreement of the type described below to which the Company nor or any of its Subsidiaries are parties to is a party or otherwise bound by which the Company, any of its Subsidiaries or subject to (Contracts any of the following types, Company Assets are bound (the “Company Material Contracts”): (i) Contracts any Contract (other excluding joint operating agreements entered in the ordinary course of business consistent with past practice) that can reasonably be expected to result in aggregate payments by the Company and its Subsidiaries of more than $25,000,000 during the current or any purchase order that specifies price, quantity or delivery terms but does not otherwise vary subsequent calendar year (based solely on the terms thereof and current volumes, without regard to any expected increase in volumes or revenues), in respect of any other Contract pursuant to a counterparty for which such purchase order was made in any material respect) for the purchase of products or for the receipt of services from the top twenty (20) suppliers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of gross purchases aggregate payments made by the Company Entities therefromand its Subsidiaries of more than $150,000,000 during the current or any subsequent calendar year (net to the Company and its Subsidiaries’ interest) (based solely on the terms thereof and current volumes, without regard to any expected increase in volumes or revenues); (ii) Contracts any Contract that can reasonably be expected to result in aggregate revenues to the Company and its Subsidiaries of more than $25,000,000,during the current or any subsequent calendar year (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary based solely on the terms thereof and current volumes, without regard to any expected increase in volumes or revenues), in respect of any other Contract pursuant a counterparty for which the revenues to which such purchase order was made in any material respect) for the furnishing of products or services by the Company Entities to the top twenty (20) customers and its Subsidiaries of the Company Entities more than $250,000,000 during the current or any subsequent calendar year ended December 31, 2017, determined on a consolidated basis (based solely on the amount of net merchandise sales (gross merchandise sales less merchandise credit memos terms thereof and merchandise discounts and rebates) made by the Company Entities theretocurrent volumes, without regard to any expected increase in volumes or revenues); (iii) Contracts concerning any Hydrocarbon purchase and sale, acreage dedication, volume commitment, call upon or option purchase agreements, storage, marketing, transportation, processing, gathering, treatment, separation, compression, balancing, fractionation, handling, or similar Contract with respect to Hydrocarbons produced from or attributable to the establishment Company and its Subsidiaries’ interest in the Company Assets that (A) is not terminable by the Company and its Subsidiaries without penalty or operation of a material partnership, joint venture or limited liability company other payment (other than any ongoing obligation pursuant to such Contract between that is not caused by such termination) upon ninety (90) days’ or less notice and (B) involved annual payments that exceeded $250,000,000 since January 1, 2022; (iv) each joint development agreement, exploration agreement, participation, farmout, farm-in or program agreement or similar Contract requiring the Company or any of its Subsidiaries and another Subsidiary to make annual expenditures in excess of $100,000,000 following the Company); (iv) Contracts relating to the acquisition or disposition date of any material business (whether by mergerthis Agreement, sale of stock, sale of assets or otherwise) with material obligations (other than customary joint operating agreements entered into in respect the ordinary course of fraud) extending beyond the Determination Datebusiness consistent with past practice; (v) Contracts containing any water (produced or fresh) purchase and sale, volume commitment, storage, transportation, disposal, handling, or similar Contract with respect to water (produced or fresh) attributable to the Company and its Subsidiaries’ interest in the Company Assets that is not (A) terminable without penalty or other payment (other than any ongoing obligation pursuant to such contract that is not caused by such termination) upon ninety (90) days’ or less notice and (B) involved annual payments that exceeded $250,000,000 since January 1, 2022; (vi) any agreement regarding any partnership or joint venture with respect to the Company Assets in which the Company and its Subsidiaries holds an equity interest with a covenant materially restricting book value in excess of $100,000,000 (other than any customary joint operating agreements, unit agreements or participation agreements affecting Oil and Gas Leases of the ability Company or any of its Subsidiaries); (vii) other than area of mutual interest or similar provisions under customary joint operating agreements entered into in the ordinary course of business consistent with past practice, any Contract that includes non-competition or non-solicitation restrictions that (1) could require the disposition of any material assets or line of business of the Company or any of its Affiliates or (2) prohibits or limits the rights of the Company or any of its Affiliates to make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material assets or compete in any line of business or geographic area or with any Person; (viii) each Contract that contains any exclusivity, “most favored nation” or most favored customer provision, call or put option, preferential right or rights of first or last offer, negotiation or refusal, to which the Company or any of its Subsidiaries or any of their respective Affiliates is subject, and, in each case, is material to the business of the Company and its Subsidiaries, taken as a whole, in each case, other than (A) those contained in any agreement in which such provision is solely for the benefit of the Company or any of its Subsidiaries, (B) customary preferential rights in joint operating agreements, unit agreements participation agreements or similar agreements affecting the business or the Oil and Gas Properties of the Company or any of its Subsidiaries to engage entered in any line the ordinary course of business consistent with past practice or (C) those relating to dedication or volume commitment provisions under storage, marketing, transportation, processing, gathering, treatment, separation, compression, balancing, fractionation, handling, or similar Contract with respect to Hydrocarbons produced from or attributable to the Company and its Subsidiaries’ interest in the Company Assets entered in the ordinary course of business consistent with past practice; (ix) any geographic area Contract that (A) contains “earn out” or to compete with any Person, to market any product or to solicit customersother contingent payment obligations, (B) a provision granting the other party exclusivity or similar rights guarantees any obligations of another Person or (C) a provision contains indemnity or similar obligations, in each case, that requires the purchase would reasonably be expected to result in annual payments in excess of $100,000,000; (x) any Contract to sell, lease, swap. exchange, transfer, or otherwise dispose of all or a any material portion of any Company Entities’ requirements for a given product or service from a given third party and which Contract is not terminable by any Company Entity within one year part of the Determination Date without any required payment or other conditions Company Assets, taken as a whole (other than with respect to the condition production or sale of notice(or option to purchase or sell) Hydrocarbons entered into in the ordinary course of business consistent with past practice and on market terms) from and after the date of this Agreement, but excluding rights of reassignment upon intent to abandon or release a Well or an Oil and Gas Lease; (xi) all Contracts relating to the pending acquisition (by merger, purchase of equity or assets or otherwise) by the Company or any of its Subsidiaries of any operating business or the capital stock of any other Person for aggregate consideration (in one or a series of transactions) under such Contract of $100,000,000 or more (other than acquisitions or dispositions of inventory or the purchase or sale of Hydrocarbons, in each case, in the ordinary course of business consistent with past practice); (vixii) any Contract that would be required to be filed by the Company as a “material Contracts contract” pursuant to Item 601(b)(10) of Regulation S-K under the Exchange Act, if the Company were subject to the reporting obligations of the Exchange Act, other than any Company Benefit Plan; (xiii) is an indenture, loan or credit Contract, loan note, mortgage Contract, or other Contract representing, or any guarantee of, Indebtedness of the Company or of its Subsidiaries in excess of $100,000,000 or is a Derivative that is material to the Company and its Subsidiaries, taken as a whole; (xiv) each Contract for lease of personal property or real property (excluding, for the furnishing avoidance of products doubt, Oil and Gas Leases entered into in the ordinary course of business consistent with past practice) involving annual payments in excess of $100,000,000 that are not terminable without penalty or services other liability to the Company or any of its Subsidiaries (other than any ongoing obligation pursuant to such Contract that is not caused by any such termination) within ninety (90) days; and (xv) each Contract that is the subject of any Proceeding individually that is reasonably expected to result in payments by the Company or any of its Subsidiaries in excess of $10,000,000 and under which there are outstanding material obligations (including settlement agreements) of the Company or any Company Subsidiary; and (xvi) any binding commitment (orally or in writing) by the Company or any of its Subsidiaries to any Governmental Authority; (vii) any material Company License; or (viii) indentures, credit agreements, loan agreements and similar instruments pursuant to which the Company or enter into any of its Subsidiaries has or will incur or assume any indebtedness for borrowed money or has or will guarantee or otherwise become liable for any indebtedness of any other Person for borrowed money in excess of $1,000,000, other than any indentures, credit agreements, loan agreements or similar instruments solely between or among the Company and any of its Subsidiariesforegoing. (b) The Company has made available Except for matters which have not had and would not reasonably be expected to Parent truehave, complete and correct copies of each individually or in the aggregate, a Company Material Contract in effect on Adverse Effect, (i) the Determination Date. Each Company Material Contract is valid Contracts are in full force and binding on the Company or its Subsidiaries, as applicable, effect and, to the knowledge of Company’s knowledge, are binding upon the Company, the counterparty thereto, and is in full force and effect, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law or in equity), except insofar as it has expired counterparties thereto in accordance with its terms after the Determination Date. Neither their terms, (ii) neither the Company nor any of its Subsidiaries is in material breach of, or material default under, under any Company Material Contract Contract, and to which it the Company’s knowledge, no other Person that is a partyparty thereto is in breach or default under any Company Material Contract, (iii) no event has occurred, to the Company’s knowledge, which after notice or lapse of time, or both, would constitute a default under any Company Material Contract, and (iv) as of the date of this Agreement, no written notice of default or breach has been received by the Company or any of its Subsidiaries under any Company Material Contract, the resolution of which is outstanding as of the date of this Agreement.

Company Material Contracts. (a) Except as set forth in Section 4.17 5.11 of the Company Disclosure Letter, as Schedule sets forth a list of all of the Determination Date, neither the Company nor any of its Subsidiaries are parties to or otherwise bound by or subject to (Contracts of the following types, the “Company Material Contracts”): (i) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to described below which such purchase order was made in any material respect) for the purchase of products or for the receipt of services from the top twenty (20) suppliers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of gross purchases made by the Company Entities therefrom; (ii) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respect) for the furnishing of products or services by the Company Entities to the top twenty (20) customers of the Company Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of net merchandise sales (gross merchandise sales less merchandise credit memos and merchandise discounts and rebates) made by the Company Entities thereto; (iii) Contracts concerning the establishment or operation of a material partnership, joint venture or limited liability company (other than any such Contract between the Company or any of its Subsidiaries and another Subsidiary is a party to or bound by, as of the Companydate of this Agreement (other than any Company Benefit Plan) (each such Contract, as amended, a “Company Material Contract”): (i) any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act); (ii) any Contract with a Company Top Customer or Company Top Supplier (in each case, other than a Governmental Entity) that has a term greater than one (1) year and is not terminable by the Company or any of its Subsidiaries that is a party thereto without penalty upon notice of ninety (90) days or less, other than quotes, purchase orders, sales orders, invoices or Contracts that are not a main agreement governing the relationship between the applicable Company Top Customer or Company Top Supplier; (iii) any Contract (other than those solely between or among the Company and any of its Wholly Owned Subsidiaries) relating to Indebtedness for borrowed money with a principal amount in excess of $25 million; (iv) Contracts any Contract evidencing financial or commodity hedging or similar trading activities, including any interest rate swaps, financial derivatives master agreements or confirmations, or futures account opening agreements and/or brokerage statements or similar Contract, in each case, that is material to the Company and its Subsidiaries (taken as a whole); (v) any Contract pursuant to which the Company or any of its Subsidiaries grants or receives a license, covenant not to sxx, release, waiver, option or other right under any Intellectual Property Rights (including Software) that is material to the businesses of the Company and its Subsidiaries (taken as a whole), other than non-exclusive licenses granted (A) to the Company or its Subsidiaries for off-the-shelf Software on standardized, generally available terms or (B) by the Company or its Subsidiaries in the ordinary course of business to customers for their use of the products and services of the Company or its Subsidiaries, pursuant to licensing terms that are consistent in all material respects, in substance, with those agreements made available to Parent; (vi) each Contract governing the transfer or sale of any Personal Information by the Company or any of its Subsidiaries to any third party; (vii) any Contract providing for the settlement of a Proceeding that materially restricts the Company’s business or operations; (viii) any Contract providing for any material indemnification or guarantee obligations by the Company or any of its Subsidiaries of any Person or pursuant to which any material indemnification or guarantee obligations of the Company or any of its Subsidiaries remain outstanding as of the date of this Agreement; (ix) any partnership, alliance, limited liability company, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, alliance, limited liability company or joint venture, in each case that is material to the Company and its Subsidiaries (taken as a whole), except for any such agreements or arrangements solely between the Company and its Wholly Owned Subsidiaries or solely among the Company’s Wholly Owned Subsidiaries; (x) relating to the direct or indirect, acquisition or disposition of any material securities, capital stock or other interests, assets or business (whether by merger, sale of stock, sale of assets or otherwise) in each case (A) with a fair market value or purchase price in excess of $100 million or (B) pursuant to which the Company or any of its Subsidiaries reasonably expects to be required to pay or receive any material obligations (earn-out, deferred or other than in respect of fraud) extending beyond the Determination Datecontingent payments; (vxi) Contracts containing any Contract that (A) a covenant materially restricting purports to restrict the ability of the Company or any of its Subsidiaries to engage or, at or after the Effective Time, Parent or any of its Affiliates from (1) engaging in any line of business or competing in any business with any Person or (2) operating its business in any geographic area manner or to compete with any Person, to market any product or to solicit customerslocations, (B) a provision granting could require the disposition of any assets or line of business of the Company or its Affiliates or acquisition of any assets or line of business of any other party exclusivity Person, in each case, other than with respect to soliciting or similar rights hiring employees or (C) grants “most favored nation” status to any Person that, at or after the Effective Time, would purport to apply to Parent or any of its Affiliates, in each case of clauses (A), (B) and (C), in a provision manner that requires is material to the purchase of all or Company and its Subsidiaries (taken as a material portion of any Company Entities’ requirements for a given product or service from a given third party and which Contract is not terminable by any Company Entity within one year of the Determination Date without any required payment or other conditions (other than the condition of noticewhole);; and (vixii) material Contracts for the furnishing of products or services by any Contract between the Company or any of its Subsidiaries Subsidiaries, on the one hand, and any Person that, to any Governmental Authority; the Knowledge of the Company, beneficially owns five percent (vii5%) any material Company License; or (viii) indentures, credit agreements, loan agreements and similar instruments pursuant to which or more of the Company outstanding Shares or shares of common stock of any of its Subsidiaries has or will incur or assume any indebtedness for borrowed money or has or will guarantee or otherwise become liable for any indebtedness of any their respective Affiliates, on the other Person for borrowed money in excess of $1,000,000, other than any indentures, credit agreements, loan agreements or similar instruments solely between or among the Company and any of its Subsidiarieshand. (b) The Company has made available to Parent true, complete and correct copies of each Company Material Contract in effect on the Determination Date. Each Company Material Contract is valid and binding on the Company and/or one or more of its Subsidiaries, as applicable, and, to the knowledge of the Company, the counterparty theretocase may be, and is in full force and effect, subject to the effect of any applicable bankruptcyexcept as would not reasonably be expected to, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law individually or in equity)the aggregate, except insofar as it has expired in accordance with its terms after the Determination Date. Neither have a Material Adverse Effect. (c) There is no breach or default under any Company Material Contract by the Company nor or any of its Subsidiaries is or, as of the date hereof, 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 or result in material a breach of, or material default under, any such Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto or would permit or cause the termination (other than any expiration) thereof, in each case, except as would not reasonably be expected to, individually or in the aggregate, have a Material Contract to which it is a partyAdverse Effect.