Common use of Contracts, Agreements, Arrangements, Commitments and Undertakings Clause in Contracts

Contracts, Agreements, Arrangements, Commitments and Undertakings. Schedules 3.11(a)-(m) of the Company Disclosure Schedule set forth a list of each of the following Contracts to which the Company is a party or to which the Company or any of its assets or properties is bound: (a) any Contract providing for payments (whether fixed, contingent or otherwise) by or to it in an aggregate amount of $100,000 or more other than Customer Contracts entered into in the ordinary course of business consistent with past practice; (b) any joint venture or partnership Contract, other than sales agent and referral agreements entered into in the ordinary course of business; (c) any Contract for or relating to the employment by it of any director, officer, employee or consultant or any other type of Contract with any of its officers, employees or consultants that is not immediately terminable by it without cost or other Liability, including any contract requiring it to make a payment to any director, officer, employee or consultant on account of the Merger, any Transaction contemplated by this Agreement or any Contract that is entered into in connection with this Agreement; (d) any indenture, mortgage, trust deed, promissory note, loan agreement, security agreement, guarantee or other Contract for or with respect to the borrowing of money, a line of credit, any currency exchange, commodities or other hedging arrangement, or a leasing transaction of a type required to be capitalized in accordance with GAAP; (e) any Contract that restricts it from (i) engaging in any aspect of its business; (ii) participating or competing in any line of business, market or geographic area; (iii) freely setting prices for its products, services or technologies (including most favored customer pricing provisions); or (iv) soliciting potential employees, consultants, contractors or other suppliers or customers; (f) any Contract that grants any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any Person; (g) any Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of its capital stock or other securities or any options, warrants or other rights to purchase or otherwise acquire any such shares of capital stock, other securities or options, warrants or other rights therefor, except for those Contracts in substantially the form of the standard agreement evidencing restricted stock grants, incentive stock options or non-statutory stock options under the Company Stock Plan and the Contracts to be terminated pursuant to Section 7.2(d) hereof; (h) any Contract with any labor union or any collective bargaining agreement or similar Contract with its employees; (i) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person; (j) any other Contract in which its officers, directors, employees or stockholders or any member of their immediate families is directly or indirectly interested (whether as a party or otherwise), excluding ordinary course of business services agreements with stockholders and Affiliates thereof; (k) any Contract entered into on or after January 1, 1999 pursuant to which it has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise; (l) any Contract with any Governmental Authority; or (m) any other Contract that is material to it or its business, operations, financial condition, properties or assets. A true and complete copy of each agreement or document, including any amendments thereto, required by these subsections (a)-(m) of this Section 3.11 to be listed on Schedule 3.11 of the Company Disclosure Schedule has been made available to Buyer in the Data Room. All Company Material Contracts are in written form.

Contracts, Agreements, Arrangements, Commitments and Undertakings. Schedules 3.11(a)-(m(a) Schedule 3.12 of the Company Seller Disclosure Schedule set Letter sets forth a list of each of the following Contracts to which the Company Seller Group is a party or to which the Company or any of its assets or properties Transferred Asset is bound, including the applicable subsection(s) to which such Contract is responsive: (a1) (i) any Seller Employee Agreement or other Contract providing for payments (whether fixedunder which the Seller Group has, contingent or otherwise) by or to it in may have, an aggregate amount of $100,000 or more other than Customer Contracts entered into in the ordinary course of business consistent with past practice; (b) any joint venture or partnership Contract, other than sales agent and referral agreements entered into in the ordinary course of business; (c) any Contract for or outstanding obligation relating to the employment by it of, or the performance of services by, any Key Employee; and (ii) any Seller Employee Agreement or other Contract pursuant to which the Seller Group is or may become obligated to make any severance, termination, redundancy, or change of control or other payment, expenditure or Liability (whether contractual or as a result of any directorLaw) to any In-Scope Employee that arises or is expected to arise, officeris triggered or becomes due or payable, employee in whole or consultant in part, as a direct result of the consummation (whether alone or in combination with any other type event or circumstance) of Contract with the Transactions or the entry into any of its officersthe Transaction Documents; (2) any Transferred Contract that requires a notice or consent, employees or consultants that is not immediately terminable by it without cost or other Liabilityotherwise contains a provision relating to assignment, including any contract requiring it to make a payment to any director, officer, employee or consultant on account of the Merger, any Transaction contemplated by this Agreement or any Contract that is entered into in connection with this Agreementwould be breached by or prohibit or delay the consummation of the Sale Transaction or any other Transactions; (d3) to the extent relating to any In-Scope Matters, any Contract with any Related Party of the Seller Group or Shareholders in which any such Related Party is directly or indirectly interested; (4) any indentureContract relating to any Encumbrance on any Transferred Assets; (5) to the extent relating to any In-Scope Matters, mortgageany Contract pursuant to which the Seller Group has provided funds to or made any advance, trust deedloan, promissory note, loan agreement, security agreement, guarantee capital contribution or other Contract for investment in, or assumed, guaranteed or agreed to act as a surety with respect to the borrowing of money, a line of creditany Liability of, any currency exchange, commodities or other hedging arrangement, or a leasing transaction of a type required to be capitalized in accordance with GAAPPerson; (e6) to the extent relating to any In-Scope Matters, any Contract that restricts it from (i) engaging purports to limit, curtail or restrict the ability of the Seller Group to compete in any aspect geographic area or line of its business, make sales to any Person in any manner, provide services to any Person in any manner, use or enforce any Intellectual Property or Intellectual Property Rights owned by or exclusively licensed to the Seller Group, or hire or solicit any Person in any manner; (ii) participating contains a “standstill,” covenant not to xxx or competing in any line of business, market or geographic areasimilar provisions; (iii) freely setting prices for its products, services grants the other party or technologies (including any third Person “most favored customer pricing provisions)nation” or similar status or any right of first refusal, first notice or first negotiation; or (iv) soliciting potential employees, consultants, contractors provides for minimum or other suppliers guaranteed purchases or customerspayments or is a “take-or-pay” Contract; (f7) to the extent relating to any In-Scope Matters, any Contract that (i) provides for the authorship, invention, creation, conception or other development of any Intellectual Property or Intellectual Property Rights in each case material to the Transferred Assets or Digital Activities conducted by the Seller Group (A) by the Seller Group for any other Person or (B) for the Seller Group by any other Person, including, in each of cases (A) and (B), any joint development; (ii) provides for the assignment or other transfer of any ownership interest in Intellectual Property or Intellectual Property Rights in each case material to the Transferred Assets or Digital Activities conducted by the Seller Group (A) to the Seller Group from any other Person or (B) by the Seller Group to any other Person; (iii) includes any grant of an Intellectual Property License to any other Person by the Seller Group; or (iv) includes any grant of an Intellectual Property License to the Seller Group by any other Person (other than, with respect to this subsection (iv) only, licenses for Open Source Software listed in Schedule 3.14(p)-1 of the Seller Disclosure Letter, and, with respect to subsections (iii) and (iv), Contracts for Off the Shelf Software licensed to the Seller Group for less than USD $50,000 per year and not used by the Seller Group in the development of the Digital Toolbox); (8) to the extent relating to any In-Scope Matters, any Contract (i) granting rights to purchase, license, distribute, market, sell, support, make available or deliver any item in the Digital Toolbox; or (ii) contemplating an exclusive relationship between the Seller Group and any other Person, including any exclusive supply Contract and any exclusive Intellectual Property License; (9) any Contract that grants immediately following the Closing would require any exclusive rightsexisting or future Subsidiaries or Affiliates of Purchaser to grant to any Person (or to be bound by) any express license, right or covenant not to xxx; (10) to the extent relating to any In-Scope Matters, any Contract pursuant to which any Person has obtained or has a right to obtain any Software in the Digital Toolbox in source code form; (11) to the extent relating to any In-Scope Matters, any Contract relating in whole or in part to, or that includes any sale, assignment, hypothecation, other transfer, license, option, other grant of rights under or with respect to or covenant not to bring claims for infringement or other misappropriation of refusalthe Tools included in the Digital Toolbox or any other Intellectual Property or Intellectual Property Rights; (12) to the extent relating to any In-Scope Matters, rights of first negotiation any Contract that relates to a joint venture, partnership, joint development, joint marketing or similar rights to arrangement with any other Person; (g13) to the extent relating to any In-Scope Matters, any sales representative, agency, franchise, distribution, or reseller Contract; (14) to the extent relating to any In-Scope Matters, any Contract that involves the sharing of profits with other Persons or the payment of royalties to any other Person; (15) to the extent relating to any In-Scope Matters, any Contract relating to the sale, issuance, grant, exercise, award, acquisition or disposition of (i) any business (whether by share or asset purchase, repurchase merger or redemption otherwise) or (ii) any other asset not in the Ordinary Course, including any Contract granting to any person of any shares of its capital stock or other securities or any options, warrants or other preferential rights to purchase the Seller Group’s assets, equipment or otherwise acquire any such shares of capital stock, other securities or options, warrants or other rights therefor, except for those Contracts in substantially the form of the standard agreement evidencing restricted stock grants, incentive stock options or non-statutory stock options under the Company Stock Plan and the Contracts to be terminated pursuant to Section 7.2(d) hereofproperties; (h16) to the extent relating to any In-Scope Matters, any Contract with any labor union or any collective bargaining agreement agreement, collective agreement, or similar Contract with its employeesor affecting the Seller Group’s In-Scope Employees; (17) to the extent relating to any In-Scope Matters, any Contract relating to settlement of any administrative or judicial proceedings (including any agreement under which any employment or Contractor related claims are settled); (18) to the extent relating to any In-Scope Matters, any Contract to which a Governmental Authority or any university, college, hospital, other educational institution or research center (collectively, “Institutions”) is a party; (19) to the extent relating to any In-Scope Matters, any other Contract that (i) any Contract of guarantee, support, indemnification, assumption involves a future or endorsement of, potential Liability or any similar commitment with respect to, the obligations, liabilities receivable (whether accrued, absolutefixed, contingent or otherwise), as the case may be, in excess of USD $10,000,000 on an annual basis or in excess of USD $10,000,000 over the current Contract term; (ii) is likely to result in a material loss; (iii) is with a Person with whom the Seller Group does not deal with at arm’s length or indebtedness of any other Person;(iv) is otherwise outside the Ordinary Course; and (j) any other Contract in which its officers, directors, employees or stockholders or any member of their immediate families is directly or indirectly interested (whether as a party or otherwise), excluding ordinary course of business services agreements with stockholders and Affiliates thereof; (k20) any Contract entered into on or after January 1, 1999 pursuant in the Excluded Assets that includes a grant to which it has acquired a business or entity, or substantially all the Seller Group by any other Person of the assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise;an Intellectual Property License for any In-Scope Licensed IP. (lb) any Contract with any Governmental Authority; or (m) any other Contract that is material to it or its business, operations, financial condition, properties or assets. A true and complete copy of each agreement or document, including any amendments thereto, required by these subsections (a)-(m) of this Section 3.11 to be listed on Schedule 3.11 of the Company Disclosure Schedule has been made available to Buyer in the Data Room. All Company written Seller Material Contracts are in written form. There are no expired Seller Material Contracts to which the Seller Group, or any of its properties or assets, are otherwise bound or has rights. (c) All Seller Material Contracts have been made available to Purchaser (including all modifications, amendments and supplements thereto). (d) No Person is renegotiating, or has the express contractual right to renegotiate during the term of the applicable Seller Material Contract, any amount paid or payable to Seller under any Seller Material Contract or any other term or provision of any Seller Material Contract. (e) No signed or binding bid, offer, written proposal, term sheet or similar document is currently outstanding that contemplates a Contract that would be a Seller Material Contract.

Contracts, Agreements, Arrangements, Commitments and Undertakings. Schedules 3.11(a)-(m) Schedule 3.11 of the Company Disclosure Schedule set Letter sets forth a list of each of the following Contracts to which the Company Group is a party or to which the Company or any of its Group’s assets or properties is bound, including the applicable subsection(s) to which such Contract is responsive: (a) any Contract providing for payments the performance of which by its express terms, without taking into consideration options or similar renewals (whether fixedautomatic or elective), contingent or otherwise) by or is reasonably expected to it involve annual expenditures in an aggregate amount excess of $100,000 15,000 or more other than Customer Contracts entered into annual receipts by the Company in the ordinary course excess of business consistent with past practice$15,000; (b) which establishes or maintains any partnership, joint venture or partnership Contract, other than sales agent and referral agreements entered into in the ordinary course of businessstrategic alliance; (c) (i) any Company Benefit Arrangement or other Contract for pursuant to which the Company Group is or relating may become obligated to the employment by it make any severance, termination, redundancy, or change of control or other payment, expenditure or Liability (whether contractual or as a result of any Law) to any current or former director, manager, officer, employee employee, or consultant Contractor that arises or is expected to arise, is triggered or becomes due or payable, in whole or in part, as a direct result of the consummation (whether alone or in combination with any other event or circumstance) of the Merger or any other type of Contract with any of its officers, employees or consultants that is not immediately terminable by it without cost or other Liability, including any contract requiring it to make a payment to any director, officer, employee or consultant on account of the Merger, any Transaction transaction contemplated by this Agreement or the entry into any of the Transaction Documents; and (ii) any Company Benefit Arrangement or other Contract that pursuant to which the Company Group is entered into or may become obligated to make any bonus or similar payment (other than payment in connection with this Agreementrespect of salary) to any current or former director, manager, officer, employee, or Contractor; (d) any indenture, mortgage, trust deed, promissory note, loan agreement, security agreement, guarantee or other Contract for or with in respect to of the borrowing Debt of money, a line of credit, any currency exchange, commodities or other hedging arrangement, or a leasing transaction of a type required to be capitalized in accordance with GAAPthe Company Group; (e) any Contract that restricts it from (i) engaging in pursuant to which the Company Group has provided funds to or made any aspect of its business; (ii) participating or competing in any line of businessadvance, market or geographic area; (iii) freely setting prices for its productsloan, services or technologies (including most favored customer pricing provisions); or (iv) soliciting potential employees, consultants, contractors capital contribution or other suppliers investment in, or customersassumed, guaranteed or agreed to act as a surety with respect to any Liability of, any Person; (f) any Contract that grants with any exclusive rights, rights Related Party of refusal, rights of first negotiation the Company Group or similar rights to in which any Personsuch Related Party is directly or indirectly interested; (g) any Contract that requires a notice or consent to, or otherwise contains a provision relating to to, an assignment or a “change of control,” or that would prohibit or delay the sale, issuance, grant, exercise, award, purchase, repurchase or redemption consummation of any shares of its capital stock or other securities the Merger or any options, warrants other transactions contemplated by this Agreement or other rights to purchase or otherwise acquire any such shares of capital stock, other securities or options, warrants or other rights therefor, except for those Contracts in substantially the form of the standard agreement evidencing restricted stock grants, incentive stock options or non-statutory stock options under the Company Stock Plan and the Contracts to be terminated pursuant to Section 7.2(d) hereofother Transaction Documents; (h) any Contract with that (i) purports to limit, curtail or restrict the ability of the Company Group to compete in any labor union geographic area or line of business, make sales to any Person in any manner, provide services to any Person in any manner, use or enforce any Intellectual Property owned by or exclusively licensed to the Company Group or hire or solicit any Person in any manner; (ii) contains a “standstill,” covenant not to xxx or similar provisions; (iii) grants the other party or any collective bargaining agreement third Person “most favored nation” or similar Contract with its employeesstatus, any type of special discount rights, or any right of first refusal, first notice or first negotiation; (iv) provides for minimum or guaranteed purchases or payments or is a “take-or-pay” Contract; or (v) otherwise restricts the Company Group from engaging in any aspect of the Company Business; (i) Contracts for yoga class membership content that in the aggregate represent more than 80% of the viewership hours during the period from and including January 1, 2021 through November 30, 2021 and that (i) provide for the authorship, invention, creation, conception or other development of any Contract of guarantee, support, indemnification, assumption Intellectual Property or endorsement of, Intellectual Property Rights (A) by the Company for any other Person or any similar commitment with respect to, (B) for the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of Company by any other Person, including, in each of cases (A) and (B), any joint development; (ii) provide for the assignment or other transfer of any ownership interest in Intellectual Property or Intellectual Property Rights (A) to the Company from any other Person or (B) by the Company to any other Person; (iii) include any grant of an Intellectual Property License to any other Person by the Company; or (iv) include any grant of an Intellectual Property License to the Company by any other Person (other than, with respect to this subsection (iv) only, licenses for Open Source Software listed in Schedule 3.13(m) of the Company Disclosure Letter); (j) any Contract (i) granting exclusive rights to purchase, license, distribute, market, sell, support, make available or deliver any Company Offerings; or (ii) otherwise contemplating an exclusive relationship between the Company Group and any other Contract in which its officersPerson, directors, employees or stockholders or including any member of their immediate families is directly or indirectly interested (whether as a party or otherwise), excluding ordinary course of business services agreements with stockholders and Affiliates thereofexclusive supply Contract; (k) any Contract entered into on that following the Closing would or after January 1, 1999 pursuant would purport to which it has acquired a business require any existing or entity, future Subsidiaries or substantially all other Affiliates of the assets of a business Company to grant to any Person (or entityto be bound by) any license, whether by way of merger, consolidation, purchase of stock, purchase of assets, license right or otherwisecovenant not to xxx; (l) any Contract with any Governmental Authority; orsales representative, agency, franchise, distribution, or reseller Contract; (m) any Contract pursuant to which any Person has obtained or may obtain rights to receive any Company Software or any Software in any Company Offerings in source code form; (n) any Contract obligating the Company to indemnify, hold harmless any Person or reimburse any Person with respect to any existing or potential Intellectual Property Rights infringement, misappropriation or similar claim; (o) any Contract relating in whole or in part to, or that includes any sale, assignment, hypothecation, other transfer, license, option, other grant of rights under or with respect to or covenant not to bring claims for infringement or other misappropriation of any Intellectual Property or Intellectual Property Rights; (p) Contracts that involve the sharing of revenues with other Persons and that in the aggregate account for at least 80% of course revenue during the period from and including December 1, 2020 through November 30, 2021, or the payment of royalties to any other Person (collectively, the “Revenue Share Contracts”); (q) any Contract that pursuant to which the Company is material the lessee or lessor of, or holds, uses or makes available for use to it any Person, (i) any real property or (ii) any tangible Personal Property; (r) any executory Contract for the sale or purchase of any real property or for the sale or purchase of any tangible personal property; (s) any Contract relating to the acquisition or disposition of (i) any business (whether by share or asset purchase, merger or otherwise) or (ii) any other asset not in the Ordinary Course of Business consistent with past practice, including any Contract granting to any person of any preferential rights to purchase the Company’s assets, equipment or properties; (t) any Contract relating to settlement of any administrative or judicial proceedings (including any agreement under which any employment-related claim is settled); and (u) any Contract to which a Governmental Authority or any university, college, hospital, other educational institution or research center (collectively, “Institutions”) is a party, including any Governmental Grant. All Contracts to which the Company Group is a party are in written form. Each expired Company Material Contracts to which the Company Group, or any of its business, operations, financial condition, properties or assets. A true and complete copy of each agreement , are otherwise bound or document, including any amendments thereto, required by these subsections has rights (a)-(mthe “Expired Company Material Contracts”) of this Section 3.11 to be listed is identified as expired on Schedule 3.11 of the Company Disclosure Schedule has been made available to Buyer in the Data RoomSchedule. All Company Material Contracts are required to be listed in written formresponse to Sections 3.9, 3.11, 3.13 and 3.18 have been made available to Parent (including all modifications, amendments and supplements thereto).

Contracts, Agreements, Arrangements, Commitments and Undertakings. Schedules 3.11(a)-(m3.11(a)-(p) of the Company Disclosure Schedule set forth a list of each of the following Contracts to which the Company is a party or to which the Company or any of its assets or properties is Assets are bound: (a) any Contract providing for payments (whether fixed, contingent or otherwise) by or to it in an annual aggregate amount of $100,000 25,000 or more other than Customer Contracts entered into in the ordinary course of business consistent with past practicemore; (b) any joint venture dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or partnership Contractsimilar Contract under which any third party is authorized to sell, other than sales agent and referral agreements entered into in the ordinary course sublicense, lease, distribute, market or take orders for any of businessits products, services or technology; (c) any Contract that relates to a joint venture or partnership; THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (d) any Contracts pursuant to which the Company has agreed to indemnify any Person against any claim of infringement relating to Company Owned Intellectual Property (other than in substantially the form as set forth in the Company’s standard form of software license agreement provided to the Buyer); (e) any Contract for or relating to the employment or compensation by it of any director, officer, employee or consultant or any other type of Contract with any of its officers, employees or consultants that is not immediately terminable by it the Company without cost or other Liability, including any contract requiring it to make a payment to any director, officer, employee or consultant on account of the MergerStock Purchase, any Transaction transaction contemplated by this Agreement or any Contract that is entered into in connection with this Agreement; (df) any indenture, mortgage, trust deed, promissory note, loan agreement, security agreement, guarantee or other Contract for or with respect to the borrowing of money, a line of credit, any currency exchange, commodities or other hedging arrangement, or a leasing transaction of a type required to be capitalized in accordance with GAAP; (eg) any Contract that restricts it the Company from (i) engaging in any aspect of its business; , (ii) participating or competing in any line of business, market or geographic area; , (iii) freely setting prices for its products, services or technologies (including most favored customer pricing provisions); , or (iv) soliciting potential employees, consultants, contractors or other suppliers or customers; (fh) any Contract that grants any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any Person; (gi) any Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares Stock of its capital stock or other securities or any options, warrants or other rights to purchase or otherwise acquire any such shares Stock of capital stock, other securities or options, warrants or other rights therefor, except for those Contracts in substantially the form of the standard agreement evidencing restricted stock grants, incentive stock options or non-statutory stock options under the Company Stock Plan and the Contracts to be terminated pursuant to Section 7.2(d) hereofPlan; (hj) any Contract with any labor union or any collective bargaining agreement or similar Contract with its employees; (ik) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person; other than support obligations related to the sale of Software entered into in the ordinary course of its business consistent with its past practices; (jl) any other Contract with the Company in which its officers, directors, employees or stockholders shareholders or any member of their immediate families is directly or indirectly interested (whether as a party or otherwise), excluding ordinary course of business services agreements with stockholders and Affiliates thereof; (km) any Contract entered into on or after January 1, 1999 pursuant to which it has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise; (ln) any Contract with any Governmental AuthorityPerson with whom the Company, or, to the Knowledge of the Company, any of the shareholders, does not deal at arm’s length; (o) all Contracts pursuant to which the Company will have an obligation to provide any Company Products to a customer or other Person after the Closing Date; or (mp) any other Contract that is material to it or its business, operations, financial condition, properties or assetsAssets. THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. A true and complete copy of each agreement or document, including any amendments thereto, required by these subsections (a)-(ma)-(p) of this Section 3.11 to be listed on Schedule 3.11 of the Company Disclosure Schedule has been made available delivered to Buyer in the Data RoomBuyer. All Company Material Contracts are in written form.