Common use of Contracts and Commitments Clause in Contracts

Contracts and Commitments. (a) Except as set forth on the Contracts Schedule, neither the Company nor any of its Subsidiaries is a party to any: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iii) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlements; (iv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (v) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vi) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (vii) lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement.

Contracts and Commitments. (a) Except as set forth on Schedule 4.15 annexed hereto lists all material contracts, leases, commitments, technology agreements, software development agreements, software licenses, indentures and other agreements to which the Contracts Schedule, neither the Company nor any of its Subsidiaries Corporation is a party to any(collectively, "Material Contracts") including, without limitation, the following: (i) collective bargaining agreement or any contract for the purchase of equipment, supplies, other contract with any labor union, works councilmaterials, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iii) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlements; (iv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (v) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vi) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (vii) lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) inventory items other than purchase orders for supplies entered into in the ordinary course of business; (ii) any contract related to the purchase or lease of any capital asset involving aggregate payments of more than $5,000 per annum that is not cancelable by the Corporation on less than thirty (30) days notice; (iii) all technology agreements, software development agreements and software licenses (except for pre-printed licenses for commercially available and non-custom software applications) involving the Corporation or any Affiliate, regardless of the duration thereof or the amount of payments called for or required thereunder; (iv) any guarantee, make-whole agreement, or similar agreement or undertaking to support, directly or indirectly, the financial or other condition of any other person or entity; (v) each contract for or group relating to the employment of related contracts any officer, employee, technician, agent, consultant, or advisor to or for the Corporation that is not cancelable by the Corporation without penalty, premium or liability (for severance or otherwise) on less than thirty (30) days' prior written notice; (vi) license, royalty, franchise, distributorship, dealer, manufacturer's representative, agency and advertising agreements; (vii) any contract with any supplier required to be listed on the Customers and Suppliers Schedulecollective bargaining unit; (viii) any mortgage of real property; (ix) any factoring agreement with respect to the accounts receivable of the Corporation; (x) any pledge or other security agreement by the Corporation other than purchase orders guaranties entered into in the ordinary course of businessbusiness which are not material to the Corporation, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company any joint venture agreement or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annumsimilar arrangement; (xii) all other agreements affecting the Company’s any non-competition agreement or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of businesssimilar arrangement; and (xiii) contracts relating to the acquisition or disposition (whether by mergerany contract, sale of stocklease, sale of assets or otherwise) of any Person or material line of business entered into since September 30commitment, 2013indenture, or other agreement to which the future acquisition Corporation is a party that may not be terminated without penalty, premium or disposition liability by the Corporation on not more than thirty (whether by merger, sale of stock, sale of assets or otherwise30) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement.days' prior written notice. The term "

Contracts and Commitments. (a) Except as set forth on Schedule 3.9 hereto lists the Contracts Schedulefollowing agreements, neither the Company nor any of its Subsidiaries whether oral or written, to which Parent or Merger Sub is a party party, which are currently in effect, and which relate to anythe operation of Parent’s business, or where applicable, the business of Merger Sub: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationbonus, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, time or consulting basis providing or relating to severance pay for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlementsany such person; (ivvi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Parent Common Stock or the election of directors of Parent; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any portion of the assets of the Company Parent or any of its SubsidiariesMerger Sub; (vix) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesotherwise; (vix) lease or agreement under which it Parent or Merger Sub is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)25,000; (viixi) lease or agreement under which it Parent or Merger Sub is lessor of of, or permits any third-third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)25,000; (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (xxii) contract which prohibits the Company Parent or any of its Subsidiaries Merger Sub from freely engaging in business anywhere in the world; (xixiii) contracts relating to license agreement or agreement providing for the licensing payment or receipt of Intellectual Property royalties or other compensation by the Company Parent or Merger Sub in connection with any of its Subsidiaries to a third-party intellectual property rights; (xiv) contract or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration commitment for capital expenditures in excess of two hundred fifty thousand dollars ($250,000) per annum50,000; (xiixv) all other agreements affecting agreement for the Company’s or sale of any of its Subsidiaries’ ability capital asset; (xvi) contract with Merger Sub any affiliate thereof which in any way relates to use or disclose any material Intellectual Property, in each case, Parent (other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries employment on customary terms); or (Bxvii) agreements other agreement which is either material to Parent’s business or was not entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement.

Contracts and Commitments. (a) Except as set forth for routine contracts, commitments, leases, licenses and agreements listed on the Contracts ScheduleBuyer Disclosure Schedule (the "Buyer Agreements"), neither the Company nor any of its Subsidiaries Buyer is a not party to anyor subject to: any agreement (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iii) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlements; (iv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (v) contract or group of related contracts involving agreements) which requires future expenditures by the creation, incurrence, assumption Buyer in excess of $25,000 or guaranty is otherwise material to the Buyer's business; any material contract or agreement for the purchase or sale of any obligation for borrowed money commodity, product, material, supplies, equipment or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vi) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (vii) lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) other than purchase or sale orders entered into in the ordinary course of businessbusiness consistent with past practices; any employment, contract consulting or group of related contracts independent contractor agreements; any distributor, sales representative, sales agent, commission or similar agreement, whether or not in writing; Exhibit No. 11.3 any material license agreement (whether as licensor or licensee) or royalty agreeement; any agreement with any supplier required current or former stockholder, officer or director of the Buyer, or any "affiliate" or "associate" of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act), including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person; any agreement or other commitment with any person or entity containing covenants limiting the freedom of the Buyer or any of the Buyer's affiliates, employees, directors, officers, consultants or agents to be listed on compete in any line of business or with any person or entity or in any geographical location or to use or disclose any information in their possession; any loan agreement, indenture, note, bond, debenture, guarantee or any other document or agreement evidencing a capitalized lease obligation or indebtedness to any person or any agreement of guaranty, indemnification or other similar commitment with respect to the Customers and Suppliers Scheduleobligations or liabilities of any other Person; (ix) any agreement for the disposition of Buyer assets other than purchase orders entered into in the ordinary course of business, business consistent with past practices; any agreement for the acquisition of the business or shares of another party; any contract or agreement concerning a partnership or joint venture with one or more Person; any lease of real property; any agreement which contains a fixed penalty or liquidated damages clause for late performance or other default by the Buyer to the extent that such late performance or default would have a Material Adverse Effect on the Buyer; or any other agreement or contract (or group of related contracts with agreements or contracts) to the extent not otherwise disclosed in the Buyer Disclosure Schedule, the performance of which involves consideration paid by the Buyer in excess of $100,000.00 in any customer one year period. The Buyer has not breached, is not in default under, and has not received written notice of any breach of or default under, any agreement required to be listed on disclosed in the Customers and Suppliers Schedule; Buyer Disclosure Schedule (x) contract which prohibits each, a "Material Contract"). To the Company Buyer's knowledge, no other party to any Material Contract has breached or is in default of any of its Subsidiaries from freely engaging obligations hereunder to the extent that such breach or default would have a Material Adverse Effect on the Buyer. Each Material Contract is in business anywhere full force and effect, except in any such case for breaches, defaults or failures to be in full force and effect that do not currently have or would not have a Material Adverse Effect on the world; Buyer. Each Material Contract is a legal, valid and binding obligation of the Buyer and each of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (xii) contracts bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; creditors' rights generally and (xviiiii) agent, broker, sales representative, sales or distribution agreement.general principles of equity,

Contracts and Commitments. (a) Except as set forth on the Contracts Scheduleattached CONTRACTS SCHEDULE, neither the Company nor any of its Subsidiaries Subsidiary is a party to any: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationbonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) stock purchase, stock option, equity or equity based plan option or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating theretoplan; (iiiiv) contract for the employment or engagement any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person on a full-time, part-time, time or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlementsbasis; (ivv) agreement or indenture relating to the borrowing of money or a line of credit or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any material portion of the assets of the Company Company's or any of its SubsidiariesSubsidiary's assets; (vvi) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vi) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)material guaranty; (vii) lease or agreement under which it is a lessee or lessor of of, or holds or operates, or permits any third-third party to hold or operate operate, any property, personal or real or personal, property for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)50,000; (viii) license or other than purchase orders contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business, contract business that involve expenditures or group receipts in excess of related contracts with $50,000 to which the Company or any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers ScheduleSubsidiary is a party; (x) contract contracts for capital expenditures in excess of $50,000 to which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the worldis a party; (xi) contracts relating to the licensing acquisition by the Company or any Subsidiary of Intellectual Property the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for the purchase by the Company or any of its Subsidiaries to of products or services under which the undelivered balance of such products and services has a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration selling price in excess of two hundred fifty thousand dollars ($250,000) per annum50,000; (xiixiv) all other agreements affecting contract or group of related contracts with the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses same party for commercially available, off-the-shelf software used the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sales price in excess of $50,000; (Bxv) agreements entered into by contract or agreement with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive reliefSubsidiaries; (xvii) contract containing a provision naming a counter party as contracts which prohibit or restrict in any manner the exclusive supplier Company or distributor any Subsidiary from freely engaging in any line of products business anywhere in the world; or services; and (xviii) agent, broker, sales representative, sales or distribution agreementother material contracts.

Contracts and Commitments. (a) Except as set forth on Schedule 3.7 hereto lists the Contracts Schedulefollowing agreements, neither the Company nor any of its Subsidiaries whether oral or written, to which FGH is a party party, which are currently in effect, and which relate to anythe operation of FGH’s business: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationbonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase, restricted stock option, equity or equity based stock option plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating theretoequity compensation plan; (iiiv) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, time or consulting basis providing or relating to severance pay for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlementsany such person; (ivvi) contract, agreement or understanding relating to the voting of FGH Common Stock or the election of directors of FGH, other than the Voting Agreement; (vii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any portion of the assets of the Company or any of its SubsidiariesFGH; (vviii) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesotherwise; (viix) lease or agreement under which it FGH is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)50,000; (viix) lease or agreement under which it FGH is lessor of of, or permits any third-third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)50,000; (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (xxi) contract which prohibits the Company or any of its Subsidiaries FGH from freely engaging in business anywhere in the world; (xixii) contracts relating to the licensing of Intellectual Property by the Company contract or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration commitment for capital expenditures in excess of two hundred fifty thousand dollars ($250,000) per annum50,000; (xiixiii) all other agreements affecting agreement for the Company’s or sale of any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries capital asset; or (Bxiv) agreements other agreement which is either material to FGH’s business or was not entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement.

Contracts and Commitments. (a) Except Schedule 3.12(a) lists all Material Contracts (as set forth on hereinafter defined) as of the date hereof. For purposes of this Agreement, “Material Contracts” shall mean, (i) all Contracts, involving any payments in an amount in excess of $1,000,000 within a twelve (12) month period; (ii) all acquisition, disposition, merger, asset or stock purchase or sale Contracts Schedule, neither entered into by the Company nor or any of its Subsidiaries is a party within six (6) years prior to any: (i) collective bargaining agreement the date hereof providing for continuing obligations or other contract with Liabilities of the Company or any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating theretoits Subsidiaries; (iii) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-timeall Contracts which provide for, or consulting basis providing relate to, the incurrence by the Company or any Subsidiary of Indebtedness for base compensation borrowed money in excess of one hundred and fifty thousand dollars (an aggregate amount greater than $150,000) per annum or providing for severance or termination entitlements2,000,000; (iv) agreement or indenture relating to the borrowing all guaranties of money or to mortgaging, pledging or otherwise placing a Lien (indebtedness of persons other than a Permitted Lien) on the Company or any portion of the assets of Subsidiary extended by the Company or any of its Subsidiaries; (v) contract all Contracts that limit or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vi) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (vii) lease or agreement under which it is lessor of or permits any third-party purport to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits limit the Company or any of its Subsidiaries from freely engaging in any line of business anywhere or in the worlda business in a geographic area or during any period of time; (xivi) contracts relating to the licensing any material license or other material Contract in respect of any Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annumProperty; (xiivii) all other material joint venture, partnership or similar arrangements or agreements affecting the Company’s involving a sharing of profits, losses, costs or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into Liabilities by the Company or any of its Subsidiaries with customers any other person; (viii) all collective bargaining Contracts and plant closing Contracts with any labor union, trade union or other employee representative, body or organization of a group of employees of the Company or any of its Subsidiaries under which there are open or continuing obligations of the Company or its Subsidiaries; (ix) all Contracts with any of the Significant Customers and Suppliers (excluding purchase orders); (x) any written Contract providing for the indemnification by the Company or any of its Subsidiaries of any Person for any Liability, other than in the ordinary course of business; and (xiiixi) contracts relating to all other “material contracts” within the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwisemeaning set forth in Item 601(b)(10) of any Person or material line of business entered into since September 30, 2013, or Regulation S-K promulgated under the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreementExchange Act.

Contracts and Commitments. (ai) Except as expressly contemplated by this Agreement or as set forth on the Contracts Scheduleattached CONTRACTS SCHEDULE or the attached EMPLOYEE BENEFITS SCHEDULE, neither the Company nor any of and its Subsidiaries is a are not party to anyor bound by any written or oral: (ia) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, works councilor severance agreements, programs, policies or other labor organizationarrangements; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iiib) contract for the employment or engagement of any officer, individual individual, employee or other person Person on a full-time, part-time, consulting or consulting other basis providing for base annual compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum 50,000 or contract relating to loans to officers, directors or Affiliates or contract providing for severance the payment of any cash compensation or termination entitlementsbenefits upon the consummation of the transactions contemplated hereby; (ivc) contract under which the Company and its Subsidiaries have advanced, loaned or invested or agreed to advance, loan or invest monies to or in any other Person; (d) agreement or indenture relating to the borrowing of borrowed money or to other Indebtedness or the mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion material asset or material group of the assets of the Company or any of and its Subsidiaries; (ve) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any letter of its Subsidiariescredit arrangement; (vif) lease or agreement under which it is lessee of, the Company or its Subsidiaries are lessees of or holds or operates any personal property property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental exceeds two hundred fifty thousand dollars (payments do not exceed $250,000)10,000; (viig) lease or agreement under which it the Company or its Subsidiaries is a lessor of or permits any third-third party to hold or operate any property, real or personal, for which owned or controlled by the annual rental exceeds two hundred fifty thousand dollars ($250,000)Company and its Subsidiaries; (viiih) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedulesame party or group of affiliated parties the performance of which involves consideration in excess of $10,000; (ixi) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property); (j) warranty agreement with respect to its services rendered or any products sold or leased; (k) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (l) sales representative, sales, distribution or franchise agreement; (m) outstanding power of attorney or other agency agreement; (n) nondisclosure or confidentiality agreements; (o) contract relating to the marketing, advertising or promotion of its services or products; (p) agreement with a term of more than purchase orders entered into six (6) months which is not terminable by the Company and its Subsidiaries upon 30 days' or less notice without penalty; (q) contract, agreement or other arrangement with any officer, director, stockholder, employee or Affiliate or any Affiliate of any officer, director, stockholder or employee, or any Affiliate of the Company and its Subsidiaries or any individual related by blood, marriage or adoption to any such individual or any entity in which any such Person or individual owns any beneficial interest; (r) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (s) any other agreement which is material to its operations and business prospects or involves a consideration in excess of $10,000 annually, whether or not in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement.

Contracts and Commitments. (a) Except as set forth on the attached Contracts ScheduleSchedule and except for agreements entered into by the Company or any of its Subsidiaries after the date hereof in accordance with Section 6.01, neither the Company nor any Subsidiary of its Subsidiaries the Company is a party to any: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationwritten bonus, pension, employee profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth described in Section 6.16 4.13 or the Disclosure Schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment or engagement of any officer, individual employee or other person Person on a full-time, part-time, time or consulting basis providing for base salary compensation in excess of one hundred and fifty thousand dollars ($150,000) 250,000 per annum or providing for severance or termination entitlementsannum; (ivv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any material portion of the assets of the Company or any of and its Subsidiaries; (vvi) contract outstanding guaranty by the Company or group any Subsidiary of related contracts involving the creation, incurrence, assumption or guaranty of Company for any obligation for borrowed money or other guaranty under which it has imposed a Lien material guaranty, surety or indemnification (other than a Permitted Lien) on any portion indemnification pursuant to contracts entered into in the ordinary course of the assets of the Company business), whether direct or any of its Subsidiariesindirect; (vivii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)500,000; (viiviii) lease or agreement under which it is lessor of or permits any third-third party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)500,000; (viiiix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed the same party for the purchase of products or services which provided for annual payments (based on the Customers and Suppliers Scheduletrailing twelve month period ended July 31, 2010) by the Company or its Subsidiaries in excess of $500,000; (ixx) other than purchase orders entered into in agreements relating to any completed material business acquisition by the ordinary course Company or any Subsidiary of business, the Company within the last two (2) years; (xi) contract or group of related contracts with any a client or customer required to be listed that provided annual net revenues (based on the Customers trailing twelve month period ended July 31, 2010) to the Company and Suppliers Scheduleits Subsidiaries in excess of $1,000,000; (xxii) material license or royalty agreement relating to the use of any third party Intellectual Property (excluding all licenses for commercial off-the-shelf software); (xiii) contract which materially prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the worldworld (including contracts containing covenants not to compete in any line of business or with any Person in any geographical area); (xixiv) contracts any agreement relating to the licensing provision of Intellectual Property by merchant processing or settlement services that involved consideration (based on the trailing twelve month period ended July 31, 2010) to or from the Company or any of and its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum1,000,000; (xiixv) all other any agreement with any Card Association; (xvi) any voting or registration rights agreements affecting with respect to the Company’s or any capital stock of the Company and/or its Subsidiaries’ ability ; (xvii) contract for the sale of any assets in excess of $100,000; (xviii) contracts to use make advances or disclose loans to any material Intellectual Property, in each case, other Person (other than (A) licenses for commercially available, off-the-shelf software used by the Company or any advances of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers expenses in the ordinary course of business); (xiiixix) contracts relating to the acquisition providing for employee severance, retention, change in control or disposition other similar payments in excess of $10,000; or (whether by merger, sale xx) material contracts with independent contractors or consultants (or similar arrangements) involving annual payments in excess of stock, sale of assets $50,000 that are not cancelable without penalty or otherwisefurther payment and without more than thirty (30) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreementdays’ notice.

Contracts and Commitments. (a) Except as set forth on the Contracts Schedule, neither Neither the Company nor any of its Subsidiaries is are a party to any: (i) Contract containing non-competition or non-solicitation (excluding such covenants contained in customary non-disclosure agreements) covenants or otherwise containing covenants that purport to restrict the Company’s or any of its Subsidiaries’ business activity or limit the freedom of the Company or any of its Subsidiaries to engage in any line of business or to compete with any Person; (ii) Contract under which any of the Company or its Subsidiaries has made advances or loans to another Person in excess of one hundred thousand dollars $100,000, other than to inter-company loans or advances to any employee or director in connection with travel, entertainment and related business expenses or other customary out-of-pocket expenses in the ordinary course of business; (iii) Contracts relating to Indebtedness; (iv) joint venture, partnership, strategic alliance or similar agreements or arrangements; (v) Contract (other than Franchise Agreements) that grants to any Person other than the Company or any of its Subsidiaries (A) most favored pricing provisions or (B) any exclusive rights, rights of first refusal, rights of first negotiation or other similar rights; (vi) collective bargaining agreement or other contract Contract with any labor unionother employee representative of a group of employees relating to wages, works council, or hours and other labor organizationconditions of employment; (iivii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationbonus, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 5.14(a) or the Disclosure Schedules relating thereto; (iiiviii) contract stock purchase, stock option or similar plan; (ix) Contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, time or consulting basis (A) providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000100,000) per annum annum, and (B) which is not terminable with less than 30 days’ notice and without any liability to the Company or its Subsidiaries; (x) Contract providing for severance payments to any employee, officer, director, consultant or termination entitlementsindividual service provider as a result of the transactions contemplated by this Agreement; (ivxi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vxii) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesmaterial guaranty; (vixiii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two one hundred fifty thousand dollars ($250,000100,000); (viixiv) lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds two one hundred thousand dollars ($100,000); (xv) Contracts requiring or providing for any capital expenditure that requires annual future payments in excess of three hundred and fifty thousand dollars ($250,000)350,000) in the aggregate; (viiixvi) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts any Contracts with any supplier required to be listed on the Customers and Suppliers ScheduleSchedule 5.22; (ixxvii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts material Contract with any customer required to be listed on the Customers and Suppliers Schedulea Governmental Body; (xxviii) contract Contracts pursuant to which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries grants to a third-third party, or a third party or by a third-party grants to the Company or any of its Subsidiaries, a license to any Intellectual Property, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,00050,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses Contracts for the license of commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by Contracts for the Company or any non-exclusive license of its Subsidiaries with customers Intellectual Property in the ordinary course of business; (xiiixix) contracts except in connection with the transactions contemplated by this Agreement (including, for the avoidance of doubt, the Pre-Closing Restructuring), Contracts relating to the acquisition or disposition (whether by merger, sale of stockequity, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, the Original Acquisition Date (and including the transactions consummated on the Original Acquisition Date) or the future acquisition or disposition (whether by merger, sale of stockequity, sale of assets or otherwise) of any Person or material line of business; business and (xivxx) contract concerning a partnership any settlement agreement with any third party or a joint venture; (xv) contract under present or former employee, officer, director or manager of the Company pursuant to which it has advanced the Company or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreementSubsidiaries has material ongoing obligations.

Contracts and Commitments. (a) Except as set forth on the Contracts Schedule, neither the Company nor any of its Subsidiaries is a party to any: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iii) contract for the employment or engagement of any officercontracts, individual employee or other person commitments, leases, licenses and agreements listed on a full-time, part-time, or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlements; (iv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets Section 4.11 of the Company Disclosure Schedule (the "Company Agreements"), the Company is not party to or subject to: any of its Subsidiaries; agreement (v) contract or group of related contracts involving agreements) which requires future expenditures by the creation, incurrence, assumption Company in excess of $25,000 or guaranty is otherwise material to the Company's business; any material contract or agreement for the purchase or sale of any obligation for borrowed money commodity, product, material, supplies, equipment or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vi) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (vii) lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) other than purchase or sale orders entered into in the ordinary course of businessbusiness consistent with past practices; any employment, contract consulting or group of related contracts independent contractor agreements; any distributor, sales representative, sales agent, commission or similar agreement, whether or not in writing; any material license agreement (whether as licensor or licensee) or royalty agreement; any agreement with any supplier required current or former stockholder, officer or director of the Company, or any “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act), including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person; any agreement or other commitment with any person or entity containing covenants limiting the freedom of the Company or any of the Company’s affiliates, employees, directors, officers, consultants or agents to be listed on compete in any line of business or with any person or entity or in any geographical location or to use or disclose any information in their possession; any loan agreement, indenture, note, bond, debenture, guarantee or any other document or agreement evidencing a capitalized lease obligation or indebtedness to any person or any agreement of guaranty, indemnification or other similar commitment with respect to the Customers and Suppliers Scheduleobligations or liabilities of any other Person; (ix) any agreement for the disposition of Company assets other than purchase orders entered into in the ordinary course of business, business consistent with past practices; any agreement for the acquisition of the business or shares of another party; any contract or agreement concerning a partnership or joint venture with one or more Person; any lease of real property; any agreement which contains a fixed penalty or liquidated damages clause for late performance or other default by the Company to the extent that such late performance or default would have a Material Adverse Effect on the Company; or any other agreement or contract (or group of related contracts with agreements or contracts) to the extent not otherwise disclosed in the Company Disclosure Schedule, the performance of which involves consideration paid by the Company in excess of $100,000.00 in any customer one year period. Correct and complete copies of all Company Agreements, including all amendments thereto, have been delivered to Liberty. The Company has not breached, is not in default under, and has not received written notice of any breach of or default under, any agreement required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits disclosed in Section 4.11 of the Company Disclosure Schedule (each, a “Material Contract”). To the Company’s knowledge, no other party to any Material Contract has breached or is in default of any of its Subsidiaries from freely engaging obligations thereunder to the extent that such breach or default would have a Material Adverse Effect on the Company. Each Material Contract is in business anywhere full force and effect, except in any such case for breaches, defaults or failures to be in full force and effect that do not currently have or would not have a Material Adverse Effect on the world; Company. Each Material Contract is a legal, valid and binding obligation of the Company and each of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (xii) contracts bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity. The consent of, or the licensing delivery of Intellectual Property notice to or filing with, any party to a Material Contract is not required for the execution and delivery by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, this Agreement or the future acquisition or disposition (whether by merger, sale consummation of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract the transactions contemplated under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreementAgreement.

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on the Contracts ScheduleSchedule 4.11, neither the Company nor any of its Subsidiaries is not a party to anyor bound by any written or oral Contracts, including, without limitation, any of the following Contracts: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iii) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlements; (iv) agreement or indenture Contracts relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets Company's assets; (ii) Contracts involving the lending or investing of funds; (iii) license or royalty Contracts or other Contracts relating to the Proprietary Rights of the Company or any of its SubsidiariesCompany; (viv) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money leases or other guaranty Contracts under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vi) lease or agreement under which it is lessee of, or holds or operates operates, any personal property owned by any other party; (v) Contracts for the purchase or sale of supplies, products or other personal property or for which the annual rental exceeds two hundred fifty thousand dollars furnishing or receipt of services; ($250,000)vi) Contracts relating to the design, distribution, marketing or sales of the Company's products; (vii) lease Contracts involving any commitment of suretyship, guaranty or agreement under which it is lessor of or permits indemnification by the Company, including, without limitation, any third-party liability with respect to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)customer obligations; (viii) Contracts imposing any confidentiality or secrecy obligation on the Company; (ix) Contracts involving a commitment to make any capital expenditure; (x) Contracts related to hazardous waste disposal, investigation of environmental matters, environmental remediation, employment of environmental consultants or any other than environmental obligation, liability or agreement; (xi) Contracts involving a lease, sublease, installment purchase orders or similar arrangement for the use by the Company of personal property (including any contract relating to capitalized lease Indebtedness); (xii) outstanding power of attorney executed on behalf of the Company; (xiii) Contracts containing a covenant not to compete restricting the Company; (xiv) Contracts pursuant to which the Company subcontracts work to third parties; or (xv) any other Contracts material to the Company whether or not entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement.

Contracts and Commitments. (a) Except as set forth on the Contracts Schedule, neither the Company nor any of its Subsidiaries is a party to any: (i) collective bargaining agreement or other contract agreement with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationbonus, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 5.14 or the Disclosure Schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, full‑time or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars which is not cancellable without material penalty or without more than ninety ($150,00090) per annum or providing for severance or termination entitlementsdays’ notice; (ivv) agreement or indenture relating to the borrowing of money Indebtedness or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vvi) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money Indebtedness or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesmaterial guaranty; (vivii) lease or agreement under which it is lessee ofof personal property, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two one hundred fifty thousand dollars ($250,000150,000); (viiviii) lease or agreement Contract under which it is lessor of or permits any third-party third‑party to hold or operate any property, real or personal, for which the annual rental exceeds two one hundred fifty thousand dollars ($250,000150,000); (viiiix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ixx) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (xxi) contract Contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the worldany geographic area; (xixii) contracts relating to the licensing granting of any licenses or other rights (including any covenant not to xxx or assert or other immunity from suit, any right of first refusal, and any right of first negotiation) with respect to any Intellectual Property (a) by the Company or any of its Subsidiaries to a third-party third‑party, or (b) by a third-party third‑party to the Company or any of its Subsidiaries, in each and, the case of (b), involving consideration in excess of two one hundred fifty thousand dollars ($250,000150,000) per annum; (xiixiii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) non-exclusive licenses for commercially available, off-the-shelf off‑the‑shelf software used by the Company or any of its Subsidiaries or Subsidiaries, and (B) customary non-disclosure agreements entered into by the Company for the disclosure or any receipt of its Subsidiaries with customers confidential information in the ordinary course of business; and (xiiixiv) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, during the past three (3) years or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced involving aggregate consideration in excess of one hundred fifty thousand dollars ($150,000) and which, in each case, cannot be cancelled by the Company without penalty or loaned any amount to any of its directors, officers, and employees outside the ordinary course of businesswithout more than ninety (90) days’ notice; (xvi) agreement contract with any Governmental Body that provides for or involves injunctive relief; Body, (xvii) contract containing a provision naming a counter party as that provides for any joint venture, partnership or similar agreement by the exclusive supplier or distributor of products or servicesCompany; and (xviii) agent, broker, sales representative, sales contract that is not previously disclosed pursuant to this Section 5.10(a) that provides for the indemnification by the Company of any Person or distribution agreementassumption of any Tax or environmental Liability of any Person; or (xix) any other contract that is material to the Company and not previously disclosed pursuant to this Section 5.10(a).

Contracts and Commitments. (a) Except as set forth on Section 2.8 of the Contracts ScheduleDisclosure Schedule sets forth, neither with respect to the Company nor any of and its Subsidiaries is subsidiaries, a party to anycomplete and accurate list of: (i) collective bargaining agreement all contracts or other contract with any labor unionagreements, works councilwhether oral or written (including, or other labor organization; without limitation, mortgages, leases, indentures and loan agreements), except (x) such contracts and agreements which are required to be set forth in the Disclosure Schedule pursuant to clauses (ii) bonus through (xiii) of this Section 2.8 or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, retirement or are listed on other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; required by this Agreement, (iiiy) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-timecontracts and agreements which involve, or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlements; (iv) agreement or indenture relating which may reasonably be expected to involve, the borrowing of money payment by or to mortgaging, pledging any one or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets more of the Company or and its subsidiaries of less than $50,000 with respect to any of its Subsidiaries; (v) one contract or agreement or $75,000 with respect to any related group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money agreements and (z) contracts or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vi) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (vii) lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) other than purchase orders entered into agreements in the ordinary course nature of business, contract or group of related contracts with any supplier required to be listed on the Customers purchase and Suppliers Schedule; (ix) other than purchase sales orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers subsidiary in the ordinary course of businessbusiness and containing normal terms and conditions, (ii) all sales agency, distribution or dealership contracts that are not cancellable on notice of not less than 90 days and without liability, penalty or premium for such cancellation under such contract; (iii) all employment and consulting agreements or other agreements with employees that contain any severance or termination pay liabilities or obligations that are not cancellable on notice of not less than 90 days without liability, penalty or premium for such cancellation under such contract; (iv) all collective bargaining or union contracts or agreements; (v) all non-competition or other agreements between the Company or any of its subsidiaries and any third party preventing or restricting the Company or any of its subsidiaries from carrying on their respective businesses anywhere in the world; (vi) all debt obligations, mortgages, notes or indentures for borrowed money, including guaranties of or agreements to acquire any such debt obligation of others (other than obligations to be extinguished at or before the Closing) including the amount of any credit line or commitment and the names of all persons authorized to borrow or to discount debt obligations or otherwise act on behalf of the Company or any subsidiary in any dealings with any bank or financial institution; (vii) the name of each bank or other financial institution in which the Company or any subsidiary has an account or safe deposit box, the numbers of such accounts or boxes and the names of all persons authorized to draw thereof or have access thereto; (viii) the names of the ten largest suppliers to, and the ten largest customers of, the Company and its subsidiaries as a whole for the year ended December 31, 1997 together with the approximate dollar volume by supplier and customer and a general description of the goods or services provided by each supplier; (ix) all loans to, or guarantees of loans to, employees of the Company or any subsidiary made by the Company or any subsidiary; (x) all outstanding commitments by the Company or any subsidiary to make a capital expenditure, capital addition or capital improvement involving an amount in excess of $50,000, together with any Capital Expenditure Report by the Company or any subsidiary related to making or committing to make any capital expenditure, capital addition or capital improvement subsequent to the date hereof involving an amount in excess of $50,000; (xi) all contracts or agreements under which the Company or any subsidiary has granted, or is obligated to grant, rights to others to use, reproduce, market or exploit any United States or foreign patents, trademarks, trade names, service marks, service names, technology, copyrights, logos, brand names, designs, industrial designs, inventions, trade secrets, secret processes or know-how involving an amount in excess of $50,000; (xii) the names and current annual compensation rates of all employees of the Company or any subsidiary whose current annual rate of compensation (including bonuses) is $75,000 or more; and (xiii) contracts relating the names of all retired employees of the Company or any subsidiary who are receiving or are entitled to receive any pension or other benefits under any unfunded plan not qualified under Section 401 of the acquisition or disposition (whether by mergerInternal Revenue Code of 1954, sale of stockas amended, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, their ages and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreementtheir current annual unfunded pension rates.

Contracts and Commitments. (a) Except as set forth on the Contracts The Company Disclosure Schedule, neither under the caption referencing this Section 3.15, lists the following agreements, whether oral or written, to which the Company nor any of or its Subsidiaries Predecessors is a party party, which are currently in effect, and which relate to anythe operation of the Company's business: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationbonus, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth described under the caption referencing Section 3.19 hereof (or excluded by such Section from inclusion thereunder) in Section 6.16 or the Company Disclosure Schedules relating theretoSchedule; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal, other than as described under the caption referencing Section 3.19 hereof in the Company Disclosure Schedule (or excluded by such Section from inclusion thereunder); (iv) stock purchase or stock option plan; (v) contract for the employment or engagement of any officer, individual employee person that will be binding on the Company after the Effective Time or other person on a full-time, part-time, or consulting basis providing relating to severance pay for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlementsany person; (ivvi) confidentiality agreement; (vii) contract, agreement or understanding relating to the voting of Company Stock or the election of directors of the Company that will be binding on the Company after the Effective Time; (viii)agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any portion of the assets of the Company or any of its SubsidiariesCompany; (vix) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesotherwise; (vix) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)50,000; (viixi) lease or agreement under which it is lessor of of, or permits any third-third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)50,000; (viiixii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedulesame party for the purchase of products or services under which the undelivered balance of such products or services is in excess of $50,000; (ixxiii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract same party for the sale of products or services under which prohibits the Company undelivered balance of such products or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to services has a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration sales price in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business50,000; (xiv) contract concerning a partnership or a joint venture; group of related contracts with the same party (xv) other than any contract under which it has advanced or loaned any amount to any group of its directors, officers, and employees outside related contracts for the ordinary course of business; (xvi) agreement with any Governmental Body that provides for purchase or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $100,000; and (xviii) agent, broker, sales representative, sales or distribution agreement.xv)

Contracts and Commitments. (a) Except as set forth in the Company SEC Documents, Schedule 3.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of the following contracts (written or oral) to which the Company or a Subsidiary is a party and under which the Company or any of its Subsidiaries has any rights or obligations, contingent or otherwise, (including every material amendment, modification or supplement to the foregoing): (i) any contract that would be required to be filed as an exhibit to a Registration Statement on Form S-1 under the Securities Act or an Annual Report on Form 10-K under the Exchange Act if such registration statement or report was filed by the Company with the SEC on the Contracts date hereof, (ii) partnership or joint venture agreements, (iii) any material contracts of employment or consultancy with employees or contracts with any non-employee representatives or agents, (iv) any contracts or agreements which limit or restrict the Company or any Subsidiary or any employee thereof from engaging in any business in any jurisdiction, (v) agreements for the purchase, sale or lease of any properties or assets (other than in the ordinary course of business), (vi) all bonds, debentures, notes, loans, credit or loan agreements or commitments, mortgages, indentures or guarantees or other agreements or contracts relating to the borrowing of money involving amounts in excess of $1 million, (vii) agreements with unions, independent contractor agreements requiring payments by the Company in excess of $1 million and leased or temporary employee agreements requiring payments by the Company in excess of $1 million, (viii) leases of any real or personal property involving annual rent of $1 million or more, (ix) any contract with any Governmental Authority, (x) license or royalty bearing contracts requiring payments by or to the Company in excess of $200,000 per year except off-the-shelf software, (xi) any contract providing for indemnification by the Company or any Subsidiary against any charge of infringement of Intellectual Property Rights, (xii) any contract with any director, officer or other Affiliate of the Company or any of the Subsidiaries, (xiii) any voting, "standstill" or similar agreement, (xiv) any contract requiring payment by or to the Company in excess of $1 million per year that is not terminable by the Company or its Subsidiaries on notice of 90 days or less, (xv) any contract granting a right of first refusal or first negotiation, (xvi) all other contracts, agreements or commitments involving payments made by or to the Company or a Subsidiary of $1.0 million or more including customer contracts and contracts with suppliers and (xvii) any commitment or agreement to enter into any of the foregoing (individually, a "Material Contract" and collectively, "Material Contracts"). Except for agreements or commitments disclosed in the Company SEC Documents or on Schedule 3.11(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any: (i) collective bargaining any agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iii) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlements; (iv) agreement or indenture relating commitment which is material to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets business of the Company or any of its Subsidiaries; (v) contract or group . The Company has heretofore made available to Parent complete and correct copies of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion each Material Contract in existence as of the assets date hereof, together with any and all material amendments and supplements thereto and material "side letters" and similar documentation relating thereto. To the Company's Knowledge, except as set forth on Schedule 3.11(a) of the Company or any Disclosure Schedule, none of its Subsidiaries; (vi) lease or agreement under the contracts to which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (vii) lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging is a party, and no bid outstanding as of the date of this Agreement (if accepted or awarded), would result in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its SubsidiariesLoss Contract, in each case involving consideration in excess the reasonable judgment of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any 's management as of its Subsidiaries’ ability to use or disclose any material Intellectual Propertythe date of this Agreement. For purposes of this Agreement, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement."

Contracts and Commitments. (a) Except as set forth on Schedule 6.09, none of the Contracts ScheduleAcquired Companies is, neither as of the Company nor any of its Subsidiaries is date hereof, a party to any: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organizationagreement; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, sharing or retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as any Multiemployer Plan or any Company Plan, whether or not set forth in Section 6.16 6.14 or the Disclosure Schedules relating thereto; (iii) contract Contract for the employment or engagement of any officer, officer or individual employee or other person on a full-time, part-time, or consulting time basis providing for a base compensation salary in excess of one three hundred and fifty thousand dollars ($150,000300,000) per annum annum, except for any such Contracts that are terminable upon notice of sixty (60) days or providing for severance less by an Acquired Company without liability or termination entitlementsfinancial obligation; (iv) agreement agreement, indenture or indenture other evidence of Indebtedness relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted LienLien set forth in clauses (i)-(vi) of the definition thereof) on any portion of the assets of the Company or any of its SubsidiariesAcquired Companies; (v) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesmaterial guaranty; (vi) any individual lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental rent exceeds two hundred and fifty thousand dollars ($250,000)) in a twelve (12) month period; (vii) lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental rent exceeds two one hundred fifty thousand dollars ($250,000)100,000) in a twelve (12) month period; (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts any Contracts with any supplier required to be listed on customers or suppliers of the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its SubsidiariesAcquired Companies, in each case involving consideration in excess of two seven hundred fifty thousand dollars ($250,000) per annum750,000); (xiiix) all other agreements affecting Contracts pursuant to which any of the Company’s Acquired Companies grants to a third-party, or a third-party grants to the Company or any of its Subsidiaries’ ability their Acquired Companies, a license, sublicense, right, consent, waiver, covenant or non-assertion with respect to use or disclose any material Intellectual Property, in each casecase involving consideration in excess of $500,000 per annum, other than (A) licenses Contracts for the license of commercially available, off-the-shelf software used available on standard terms; (x) Contracts that provide for (A) the creation or development by the any Acquired Company for any other Person, or for any Acquired Company by any other Person, of its Subsidiaries material Intellectual Property (including any joint development), or (B) agreements entered into by the assignment or other transfer to any Acquired Company from any other Person, or from any Acquired Company to any other Person, of its Subsidiaries with customers in the ordinary course of businessany material Intellectual Property; (xiiixi) contracts Contracts prohibiting or restricting in any respect the ability of any Acquired Company to engage in any business, to operate in any geographical area or to compete with any Person; (xii) Contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material assets or line of business entered into since September 30, 2013, during the past three (3) years or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material assets or line of business; (xiii) each joint venture Contract, partnership agreement, limited liability company agreement, strategic alliance agreement or other similar Contract with a third party (a) involving any sharing of profits, revenues, fee income, losses, costs or liabilities or otherwise based in whole or in part on financial performance measures of the Acquired Companies, other than royalties and other fees paid under licenses entered into in the ordinary course of business or (b) pursuant to which the Acquired Companies have any ownership interest in any other Person (in each case, other than with respect to wholly owned Subsidiaries of the Company); (xiv) contract concerning a partnership Contracts providing for the grant of an option or a joint venturefirst-refusal, first-offer or similar preferential right to purchase, lease or acquire any material asset of the Acquired Companies; (xv) contract under which it has advanced Contracts granting exclusivity, “most favored nations”, “take or loaned any amount to any pay” or similar rights, in each case involving consideration in excess of its directors, officers, and employees outside the ordinary course of businessfive hundred thousand dollars ($500,000); (xvi) agreement Contract with any Governmental Body supplier (a) that provides for is a sole source supplier to the Acquired Companies or involves injunctive relief(b) from which the Acquired Companies source substantially all of their supply of any material product or service, except where the Acquired Companies would likely be able to replace such source of supply with a substitute supply without material delay; (xvii) contract containing Contracts under which any of the benefits thereunder, to any Person party thereto, shall be increased, or the vesting of benefits of which shall be accelerated, solely by the consummation of the Transactions or the value of any of the benefits of which shall be calculated on the basis of any of the Transactions, excluding any Plan; (xviii) Contracts currently in effect to which any present or former director, officer, employee, stockholder or holder of derivative securities of the Acquired Companies, or any member of any such Person’s immediate family, or any entity owned or controlled by any such Person, is a provision naming party, excluding any Plans or other benefit or compensation plan or other plans, programs, policies, commitments or arrangements; (xix) settlement or coexistence agreement with respect to any pending or threatened action (a) entered into within twelve (12) months prior to the date of this Agreement, other than settlement agreements for cash only (which has been paid) that does not exceed $200,000 as to such settlement or (b) with respect to which unsatisfied amounts or ongoing obligations remain outstanding; (xx) documents that may be required to be filed by the Company as an exhibit for a counter party Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities Act as if the exclusive supplier or distributor of products or servicesCompany was the registrant; and (xviiixxi) agentany written offer or proposal which, brokerif accepted, sales representative, sales or distribution agreementwould constitute any of the foregoing.

Contracts and Commitments. (a1) Except as set forth on the Contracts ScheduleSchedule attached hereto, neither the Company Seller nor any of its the Subsidiaries is a party to any: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationbonus, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iii) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, time or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlementsbasis; (iv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any material portion of the assets of the Company or any of its Subsidiariessuch entity's assets; (v) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesmaterial guaranty; (vi) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)50,000; (vii) lease or agreement under which it is lessor of or permits any third-third party to hold or operate any property, real or personal, personal property for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)50,000; (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedulesame party for the purchase of products or services, under which the undelivered balance of such products or services has a purchase price in excess of $100,000; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedulesame party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $100,000; or (x) contract which prohibits or arrangement with any director, equityholder or other Affiliate including arrangements governing the Company right to use assets used in the Business; (xi) confidentiality agreement restricting the Sellers or the Subsidiaries from disclosing any of its information (xii) confidentiality agreement with the Sellers or the Subsidiaries Known to Sellers restricting others from disclosing any information regarding the Sellers or the Subsidiaries; (xiii) non-compete agreement restricting the Sellers or the Subsidiaries from freely engaging in business anywhere in the world; (xixiv) contracts relating non-compete agreement with the Sellers or the Subsidiaries Known to Sellers restricting others from freely engaging in business in competition with the licensing of Intellectual Property by Sellers or the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers anywhere in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint ventureworld; (xv) contract under which it has advanced power of attorney or loaned any amount to any of its directors, officers, and employees outside the ordinary course of businessagency agreement; (xvi) agreement with any Governmental Body that provides contract for contingent payments relating to acquisitions; or involves injunctive relief; (xvii) other contract containing a provision naming a counter party that remains material to the Sellers and Subsidiaries as of the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreementdate hereof.

Contracts and Commitments. (a) Except as set forth on the Contracts The Disclosure Schedule, neither under the Company nor any of its Subsidiaries caption referencing this Section 4.10(a), lists the following agreements, whether oral or written, to which Seller is a party party, which are currently in effect, and which relate to anythe operation of the Business or the Assets: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationbonus, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth described under the caption referencing Section 4.15 hereof (or excluded by such Section from inclusion thereunder) in Section 6.16 or the Disclosure Schedules relating theretoSchedule; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal, other than as described under the caption referencing Section 4.15 hereof in the Disclosure Schedule (or excluded by such Section from inclusion thereunder); (iv) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, time or consulting basis providing or relating to severance pay for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlementsany such person; (ivv) confidentiality agreement; (vi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any portion of the assets of the Company or any of its SubsidiariesAssets; (vvii) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesotherwise; (viviii) lease or agreement under which it is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)5,000; (viiix) lease or agreement under which it is lessor of of, or permits any third-third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)5,000; (viiix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedulesame party for the purchase of products or services under which the undelivered balance of such products or services is in excess of $25,000; (ixxi) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedulesame party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $25,000; (xxii) contract or group of related contracts with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $25,000; (xiii) contract which prohibits the Company or any of its Subsidiaries Seller from freely engaging in business anywhere in the world; (xixiv) contracts relating to contract for the licensing distribution of Intellectual Property by the Company or any of its Subsidiaries to a third-party the products of the Business (including any distributor, sales and original equipment manufacturer contract); (xv) franchise agreement; (xvi) license agreement or agreement providing for the payment or receipt of royalties or other compensation by a third-party to Seller in connection with the Company intellectual property rights listed under the caption referencing Section 4.11 hereof in the Disclosure Schedule; (xvii) contract or any of its Subsidiaries, in each case involving consideration commitment for capital expenditures in excess of two hundred fifty thousand dollars ($250,000) per annum25,000; (xiixviii) all other agreements affecting agreement for the Company’s or sale of any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries capital asset; or (Bxix) agreements other agreement which is either material to the Business or was not entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement.

Contracts and Commitments. (a) Except as set forth on the Contracts Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any: (i) collective bargaining agreement in respect of employees of the Company or other contract with any labor union, works council, or other labor organizationits Subsidiaries; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationbonus, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 5.14 or the Disclosure Schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, time or consulting basis providing for base compensation in excess of one two hundred and fifty thousand dollars ($150,000200,000) per annum or providing for severance or termination entitlementsannum; (ivv) agreement or indenture relating to the borrowing Indebtedness (excluding items in clauses (vii) and (viii) of money Indebtedness) or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vvi) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money Indebtedness (excluding items in clauses (vii) and(viii) of the definition of Indebtedness) or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesmaterial guaranty; (vivii) lease or agreement under which it is lessee or sublessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thirty thousand dollars ($250,00030,000); (viiviii) lease or agreement under which it is lessor or sublessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thirty thousand dollars ($250,00030,000); (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related any contracts with any customer supplier required to be listed on the Customers and Suppliers ScheduleSchedule or any sole source supplier or any purchase, sale, or supply contract that contains volume requirements or commitments; (x) contract contracts pursuant to which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries grants to a third-third party, or a third party or by a third-party grants to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability a license to use or disclose any material Intellectual Property, in each case, other than (A) licenses contracts for the license of commercially available, offoff the shelf software ("Off-the-shelf software used by the Company or any of its Subsidiaries Shelf Software Licenses") or (B) agreements entered into by contracts for the Company or any non-exclusive license of its Subsidiaries with customers Intellectual Property in the ordinary course of business; (xiiixi) contracts relating to the acquisition or disposition (whether by merger, sale of stockequity, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, during the past five (5) years or the future acquisition or disposition (whether by merger, sale of stockequity, sale of assets or otherwise) of any Person or material line of business; (xivxii) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement contracts with any Governmental Body or Related Party of the Company or the Seller, (xiii) contracts relating to settlement of any administrative or judicial proceedings since July 1, 2017, other than settlements involving monetary relief only of $50,000 or less or that provides for have been fully paid, (xiv) partnership or involves injunctive relief; joint venture agreement with a third party, or any contract involving a sharing of revenues, profits, losses, costs or liabilities with any third party, (xviixv) contract containing a provision naming a counter contracts that limit, or purport to limit, the ability of the Company or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or during any period of time, or that restrict the right of the Company and its Subsidiaries to sell to or purchase from any Person or to hire any Person, or that grant the other party as the exclusive supplier or distributor any third person "most favored nation" status or any type of products or services; special discount rights and (xviiixvi) agent, broker, sales representative, sales or distribution agreementcontracts with a Payor required to be listed on the Payors Schedule.

Contracts and Commitments. (a) Except as set forth on the attached Contracts Schedule, neither the Company nor any of its Subsidiaries Subsidiary is a party to any: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationwritten bonus, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth described in Section 6.16 4.13 or the Disclosure Schedules schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) written contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, time or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlementsbasis; (ivv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any material portion of the assets of the Company Company's or any of its SubsidiariesSubsidiary's assets; (vvi) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesmaterial guaranty; (vivii) lease lease, license, or agreement under which it is lessee or licensee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)25,000; (viiviii) lease or license agreement under which it is lessor or licensor of or permits any third-third party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)25,000; (viiiix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers same party for the purchase of products or services, under which the undelivered balance of such products and Suppliers Scheduleservices has a selling price in excess of $25,000; (ixx) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedulesame party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $25,000; or (xxi) contract which prohibits the Company or any of its Subsidiaries Subsidiary from freely engaging in business anywhere in the world; (xixii) any software license or contract (excluding licenses for "off the shelf" software which is generally commercially available), (xiii) contracts relating to under which any rights in and/or ownership of any material part of the licensing customer base, business or assets of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any shares or other ownership interests in any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries was acquired; and (xiv) any other agreement, arrangement or (B) agreements entered into by contract under which the Company or any of its Subsidiaries with customers has any ongoing obligations that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $25,000 in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013aggregate, or contemplates or involves the future acquisition or disposition (whether by merger, sale performance of stock, sale services having a value in excess of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract $25,000 in the aggregate under which it has advanced the Company or loaned any amount to any of its directorsSubsidiaries has any ongoing obligations, officersincluding without limitation, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for escrow agreements or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreementindemnification agreements.

Contracts and Commitments. (a) Except Schedule 3.13(a) lists all Material Contracts (as set forth on hereinafter defined) as of the Contracts Scheduledate hereof. For purposes of this Agreement, neither the Company nor any of its Subsidiaries is a "Material Contracts" shall mean, other than group sales contracts (including third party to any: booking agency agreements), (i) collective bargaining agreement all contracts, agreements or other contract understandings with customers, suppliers and distributors of the Company and the Subsidiaries involving any labor union, works council, or other labor organizationpayments in an amount in excess of Five Hundred Thousand Dollars ($500,000) within a twelve (12) month period; and (ii) bonus all acquisition, merger, asset purchase or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, retirement sale agreements (A) entered into by Sellers or other form any of deferred compensation plan, stock purchase, stock option, equity their affiliates within three (3) years prior to the date hereof or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iiiB) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlements; (iv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets continuing payment obligations of the Company or any of its Subsidiaries; (viii) contract all agreements which provide for, or group of related contracts involving relate to, the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of incurrence by the Company or any Subsidiary of indebtedness for borrowed money (including any interest rate or foreign currency swap, cap, collar or hedge agreements, financial products insurance or options or forwards on such agreements, or other similar agreements for the purpose of managing the interest rate or foreign exchange risk associated with its Subsidiariesfinancing); (iv) all guaranties of the obligations of persons other than the Company or any Subsidiary; (v) any settlement agreements with respect to litigation under which the Company or any Subsidiary has continuing material obligations; (vi) lease or agreement under which it is lessee of, or holds or operates all agreements that limit the ability of any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)Subsidiary to pay dividends to its parent; (vii) lease or agreement under which it is lessor all agreements that limit the ability of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to engage in any line of business or in a third-party or by business in a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annumgeographic area; (xiiviii) all contracts regarding the sponsorship of athletic competitions; and (ix) all other agreements affecting "material contracts" within the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, meaning set forth in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwiseItem 601(b)(10) of any Person or material line of business entered into since September 30, 2013, or Regulation S-K promulgated under the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreementExchange Act.

Contracts and Commitments. (a) Except as set forth on the Contracts Schedule, neither the Company nor any of its Subsidiaries is a party to any: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organizationagreement; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationbonus, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 5.13 or the Disclosure Schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, time or consulting basis providing for base compensation in excess of one hundred and fifty seventy-five thousand dollars ($150,00075,000) per annum or providing for severance agreements with sales representatives or termination entitlementsdistributors; (ivv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vvi) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesmaterial guaranty; (vivii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,00050,000); (viiviii) lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,00050,000); (viiiix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ixx) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (xxi) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xixii) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,00050,000) per annum; (xiixiii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiiixiv) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, during the past five (5) years or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xivxv) contract concerning a partnership or a joint venturepowers of attorney; (xvxvi) contract agreement under which it has the consequences of a default or termination would cause a Material Adverse Change; (xvii) agreements under which Company or any of its Subsidiaries have advanced or loaned any amount to Person amounts in the aggregate exceeding fifty thousand dollars ($50,000); (xviii) agreement where the Company or any of its directors, officers, and employees outside Subsidiaries supplies the U.S. government or is a subcontractor to a company supplying the U.S. government; or (xix) except for purchase orders issued in the ordinary course of business; , any other agreement (xvior group of related agreements) agreement with any Governmental Body that provides for or the performance of which involves injunctive relief; consideration in excess of fifty thousand dollars (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement$50,000).

Contracts and Commitments. (a) Except as set forth on a)Schedule 5.13 lists the Contracts Schedule, neither following written contracts or other material oral agreements to which the Company nor any of its Subsidiaries is a party to any: or is otherwise bound (i) collective bargaining agreement other than contracts or other contract agreements that have expired by their terms and for which no party thereto has any rights or obligations after the date of this Agreement): (i)all contracts with any labor union, works council, union or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationany bonus, pension, profit sharing, retirement or any other form of deferred compensation plan, plan or any stock purchase, stock option, equity or equity based plan option or similar plan other than as set forth in Section 6.16 plan, or any severance agreement or arrangement that would require payments to any Person after the Disclosure Schedules relating theretodate of this Agreement; (iii) contract ii)all written agreements for the employment or engagement of any officer, individual employee or other person by the Company on a full-full time, part-time, consulting, or consulting other basis providing (not including offer letters for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlementsat-will employment); (iv) agreement iii)all agreements or indenture indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any of its assets or its capital stock or any letter of credit arrangements; (iv)all agreements relating to the licensing of Company Intellectual Property by the Company to a third party or by a third party to the Company (other than a Permitted Lienlicenses of unmodified, off-the-shelf software that is not used in the Company's products and has an aggregate purchase price of less than $[**] and licenses of Company Intellectual Property to customers and end users entered into in the Ordinary Course of Business for the Company's commercial Software products), or pertaining to any funding (including funding from any governmental authority) on for any portion of Company Intellectual Property; (v)all nondisclosure or confidentiality agreements limiting the assets of disclosure by the Company or any of its Subsidiariesmaterial non-public information; (v) contract or group of related contracts involving the creation, incurrence, assumption or vi)any guaranty of any obligation for borrowed money money, contractual or other guaranty otherwise, and any performance bonds; (vii)all leases or agreements under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any is a lessee of its Subsidiaries; (vi) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, party for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)[**] per annum; (vii) lease viii)all leases or agreement agreements under which it the Company is lessor of or permits any third-third party to hold or operate any property, real or personal, for which controlled by the annual rental exceeds two hundred fifty thousand dollars ($250,000)Company; (viii) other than purchase orders entered into in the ordinary course of business, contract ix)all contracts or group of related contracts with any supplier required to be listed on the Customers same party for the furnishing or receipt of services or the purchase or sale of products or other personal property 35 under which the undelivered balance of such products and Suppliers Schedule; services has a selling price in excess of $[**] per annum (ix) other than licenses of unmodified, off-the-shelf software that is not used in the Company's products and has an aggregate purchase orders price of less than $[**] and licenses of Company Intellectual Property to customers and end users entered into in the ordinary course Ordinary Course of business, contract Business for the Company's commercial Software products); (x)all contracts or group of related contracts with the same party (and, in the case of any customer required to be listed on contract, in excess of $[**] per annum): (A) continuing over a period of more than six months from the Customers and Suppliers Scheduledate or dates thereof; or (B) not terminable by the Company upon sixty (60) days' or less notice without penalty; (x) contract xi)all contracts which prohibits prohibit the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) xii)all contracts relating with third parties for the distribution, marketing, sale, advertising or promotion of the Company's products or services (not including purchase orders for the sale of goods in an amount less than $[**] and entered into in the Ordinary Course of Business); (xiii)all franchise agreements, agency agreements or powers of attorney; (xiv)all agreements with respect to the licensing lending or investing of Intellectual Property funds by the Company in or to, or ownership by the Company of, other Persons (including investments in joint ventures and minority equity investments); (xv)all agreements with the [**] or any of its Subsidiaries to a third-party or by a third-party [**]; and (xvi)all other agreements material to the Company, whether or not entered into in the Ordinary Course of Business. (b)With respect to each agreement required to be listed on Schedule 5.13, the Company or any has made available to Buyer a correct and complete copy of its Subsidiarieseach written agreement listed thereon (as amended to date). With respect to each such agreement: (i) the agreement is legal, valid, binding, enforceable, and in each case involving consideration in excess full force and effect, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of two hundred fifty thousand dollars ($250,000) per annumequity affecting the availability of specific performance and other equitable remedies; (xiiii) all other agreements affecting the Company is not in breach or default in any material respect, nor has the Company taken any action which with notice or lapse of time or both would constitute a breach or default in any material respect, or permit termination, modification, or acceleration, under the agreement; (iii) to the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property's Knowledge, in each case, other than (A) licenses for commercially availableno other party is in breach or default in any material respect, off-the-shelf software used by the Company or any of its Subsidiaries or and (B) agreements entered into by the Company no event has occurred which with notice or lapse of time or both would constitute a breach or default in any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013respect, or permit termination, modification, or acceleration, under the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or servicesagreement; and (xviiiiv) agent, broker, sales representative, sales the Company has not received written notice of any other party's repudiation or distribution intention to repudiate any provision of the agreement.. 5.14

Contracts and Commitments. (a) Except as set forth on the Contracts ScheduleSchedule 4.17(a) and excluding any Contract relating to any Employee Plan or Lease of real property, neither the Company nor any of its Subsidiaries no Acquired Entity is a party to anyany written: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organizationCollective Agreement; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iii) contract Contract for the employment or engagement of any officer, individual employee Employee or other natural person on a full-time, part-time, time or consulting basis providing for base compensation salary in excess of one hundred and fifty thousand dollars ($150,000) 250,000 per annum or providing for severance or termination entitlementsin respect of any Person who is a member of the executive leadership team of the Acquired Entities; (iviii) agreement Contract or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any material portion of any Acquired Entity’s assets; (iv) Contract that is a mortgage, guarantee, indemnification, assumption, endorsement, loan or credit agreement, security agreement or other Contract relating to the assets obligations or liabilities (including indebtedness for borrowed money) of the Company or any of its Subsidiariesother Person; (v) contract or group of related contracts involving Contract that provides for the creation, incurrence, assumption or guaranty indemnification by an Acquired Entity of any obligation for borrowed money Person or the assumption of any Tax, environmental or other guaranty under which it has imposed a Lien (liability of any Person, other than a Permitted Lien) on any portion Contracts for which such indemnification or assumption are entered into the Ordinary Course of Business or for which such indemnification or assumption is not the primary purpose of the assets of the Company or any of its SubsidiariesContract; (vi) lease Lease or agreement Contract under which it is lessee of, or holds or operates any personal property (other than real property) owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)500,000; (vii) lease Lease or agreement Contract under which it is lessor of of, or permits any third-third party to hold or operate operate, any property (other than real property, real or personal, ) for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)500,000; (viii) Contract or group of related Contracts with the same party for the purchase by any Acquired Entity of products or services, under which aggregate payments made by the Acquired Entities were in excess of $10,000,000 for the 12-month period ending December 31, 2023 (other than purchase orders entered into in the ordinary course Ordinary Course of business, contract Business); (ix) Contract or group of related contracts Contracts with the same party for the sale by any supplier required to be listed on Acquired Entity of products or services, under which aggregate payments received by the Customers and Suppliers Schedule; Acquired Entities were in excess of $10,000,000 for the 12-month period ending December 31, 2023 (ix) other than purchase orders entered into in the ordinary course Ordinary Course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement.Business);

Contracts and Commitments. (a) Except as set forth on the Contracts Schedule, neither none of the Company nor any Acquired Companies is, as of its Subsidiaries is the date hereof, a party to any: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organizationagreement; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationbonus, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 5.14 or the Disclosure Schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment or engagement of any officer, officer or individual employee or other person on a full-time, part-time, or consulting full‑time basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) 150,000 per annum or providing for severance or termination entitlementsannum; (ivv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its SubsidiariesAcquired Companies; (vvi) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesmaterial guaranty; (vivii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)100,000; (viiviii) lease or agreement under which it is lessor of or permits any third-party third‑party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule100,000; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related any contracts with any customer required to be listed on customers or suppliers of the Customers and Suppliers ScheduleBusiness, in each case involving consideration in excess in excess of $250,000; (x) contract contracts pursuant to which prohibits any of the Acquired Companies grants to a third‑party, or a third‑party grants to any of the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating their Acquired Companies, a license to the licensing of any Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its SubsidiariesProperty, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) 100,000 per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses contracts for the license of commercially available, off-the-shelf off‑the‑shelf software used by the Company or any of its Subsidiaries or and (B) agreements entered into by contracts for the Company or any non‑exclusive license of its Subsidiaries with customers Intellectual Property in the ordinary course of business; (xiiixi) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, during the past three (3) years or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xivxii) contract concerning contracts granting a partnership power of attorney, revocable or a joint venture; (xv) contract under which it has advanced or loaned any amount irrevocable, to any of its directors, officers, and employees outside person for any purpose other than in the ordinary course of business; , (xvixiii) agreement with any Governmental Body distributor or sales representative contracts that provides for are not terminable by an Acquired Company at will or involves injunctive relief; by giving a notice of sixty (xvii60) contract containing a provision naming a counter party as the exclusive supplier days or distributor of products less without cost or services; penalty, and (xviiixiv) agent, broker, sales representative, sales contracts with the Seller or distribution agreementits Affiliates (excluding the Acquired Companies).

Contracts and Commitments. (a) Except as set forth on the attached Contracts ScheduleSchedule and except for agreements entered into by the Company or any of its Subsidiaries after the date hereof not in violation of Section 7.01, neither the Company nor any of its Subsidiaries is a party to any: (ib) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (iic) bonus or annual incentive compensation, change-in-control, retention, severance, terminationmaterial written bonus, pension, employee profit sharing, retirement or other form of deferred compensation plan, other than as described in the Employee Benefits Schedule relating thereto; (d) stock purchase, stock option, equity or equity based plan option or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating theretoplan; (iiie) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, time or consulting basis providing for base salary compensation in excess of one hundred and fifty thousand dollars ($150,000) 50,000 per annum or providing for severance or termination entitlementsannum; (ivf) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any material portion of the assets of the Company or any of and its Subsidiaries; (vg) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesmaterial guaranty; (vih) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) lease or agreement under which it is lessor of or permits any third-third party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)other than Financing Contracts; (viiij) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed the same party for the purchase of products or services which provide for annual payments by the Company or its Subsidiaries in excess of $100,000 during the trailing twelve-month period ending on the Customers and Suppliers Scheduledate of the Latest Balance Sheet; (ixk) other than purchase orders entered into in agreements relating to any material business acquisition by the ordinary course Company or any of business, its Subsidiaries pending or completed within the last two years; (l) contract or group of related contracts with any a customer required to be listed that provides annual net revenues (based on the Customers trailing twelve-month period ending on the date of the Latest Balance Sheet) to the Company and Suppliers Scheduleits Subsidiaries in excess of $100,000; (xm) material license or royalty agreement relating to the use of any third party intellectual property; or (xiii) contract which materially prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement.

Contracts and Commitments. (a) Except as set forth in the Company SEC Documents, Schedule 3.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of the following contracts (written or oral) to which the Company or a Subsidiary is a party and under which the Company or any of its Subsidiaries has any rights or obligations, contingent or otherwise, (including every material amendment, modification or supplement to the foregoing): (i) any contract that would be required to be filed as an exhibit to a Registration Statement on Form S-1 under the Securities Act or an Annual Report on Form 10-K under the Exchange Act if such registration statement or report was filed by the Company with the SEC on the Contracts date hereof, (ii) partnership or joint venture agreements, (iii) any material contracts of employment or consultancy with employees or contracts with any non-employee representatives or agents, (iv) any contracts or agreements which limit or restrict the Company or any Subsidiary or any employee thereof from engaging in any business in any jurisdiction, (v) agreements for the purchase, sale or lease of any properties or assets (other than in the ordinary course of business), (vi) all bonds, debentures, notes, loans, credit or loan agreements or commitments, mortgages, indentures or guarantees or other agreements or contracts relating to the borrowing of money involving amounts in excess of $1 million, (vii) agreements with unions, independent contractor agreements requiring payments by the Company in excess of $1 million and leased or temporary employee agreements requiring payments by the Company in excess of $1 million, (viii) leases of any real or personal property involving annual rent of $1 million or more, (ix) any contract with any Governmental Authority, (x) license or royalty bearing contracts requiring payments by or to the Company in excess of $200,000 per year except off-the-shelf software, (xi) any contract providing for indemnification by the Company or any Subsidiary against any charge of infringement of Intellectual Property Rights, (xii) any contract with any director, officer or other Affiliate of the Company or any of the Subsidiaries, (xiii) any voting, “standstill” or similar agreement, (xiv) any contract requiring payment by or to the Company in excess of $1 million per year that is not terminable by the Company or its Subsidiaries on notice of 90 days or less, (xv) any contract granting a right of first refusal or first negotiation, (xvi) all other contracts, agreements or commitments involving payments made by or to the Company or a Subsidiary of $1.0 million or more including customer contracts and contracts with suppliers and (xvii) any commitment or agreement to enter into any of the foregoing (individually, a “Material Contract” and collectively, “Material Contracts”). Except for agreements or commitments disclosed in the Company SEC Documents or on Schedule 3.11(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any: (i) collective bargaining any agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iii) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlements; (iv) agreement or indenture relating commitment which is material to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets business of the Company or any of its Subsidiaries; (v) contract or group . The Company has heretofore made available to Parent complete and correct copies of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion each Material Contract in existence as of the assets date hereof, together with any and all material amendments and supplements thereto and material “side letters” and similar documentation relating thereto. To the Company’s Knowledge, except as set forth on Schedule 3.11(a) of the Company or any Disclosure Schedule, none of its Subsidiaries; (vi) lease or agreement under the contracts to which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (vii) lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging is a party, and no bid outstanding as of the date of this Agreement (if accepted or awarded), would result in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its SubsidiariesLoss Contract, in each case involving consideration in excess the reasonable judgment of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any management as of its Subsidiaries’ ability to use or disclose any material Intellectual Propertythe date of this Agreement. For purposes of this Agreement, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement.“

Contracts and Commitments. (a) Except as set forth on the attached Contracts ScheduleSchedule - Schedule 4.09(a), neither the Company nor any of its Subsidiaries Subsidiary is a party to any: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationbonus, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth described in Section 6.16 4.13 or the Disclosure Schedules schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, time or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlementsbasis; (ivv) agreement agreement, document, instrument or indenture evidencing or relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any material portion of the assets of the Company Company's or any of its SubsidiariesSubsidiary's assets (including any such document evidencing or relating to Funded Indebtedness); (vvi) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesmaterial guaranty; (vivii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)25,000; (viiviii) lease or agreement under which it is lessor of or permits any third-third party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)25,000; (viiiix) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $25,000; (x) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $25,000; (xi) noncompetition or other contract which prohibits or restricts the Company or any Subsidiary from freely engaging in operations or business anywhere in the world; (xii) written arrangement concerning a partnership or joint venture; (xiii) written or other arrangement concerning confidentiality; (xiv) written or other arrangement involving any of the Shareholders or the Optionholders and their respective Affiliates; (xv) written arrangement under which the consequences of a default or termination could have a Material Adverse Effect; (xvi) license, sublicense, agreement or permission to use any patent, patent application, trademark, service xxxx, trade dress, trade name or corporate name or registration or application for registration thereof, or any other item of material Intellectual Property owned by any third party and used by any of the Company or its Subsidiaries; or (xvii) other than purchase orders material written arrangement (or group of related written arrangements) or any written agreement not entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement.

Contracts and Commitments. (a) As of the date of execution of this Agreement, Schedule 4.22(a) of the Signing Disclosure Schedule, and as of the Closing Date, Schedule 4.22(a) of the Closing Disclosure Schedule, contains a complete and accurate list of all agreements, contracts, licenses, instruments, obligations and commitments of any kind, whether written or oral, including all indentures, loans, mortgages leases, notes, installment obligations (including finance leases), consulting agreements, services agreements and agreements for the sale of goods or provision of services, any agreement to acquire any debt obligations of others, power of attorney or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any other Person, corporation, partnership, joint venture, association, organization or other entity (collectively, the "Contracts") for which any of the following apply: (i) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their properties or assets may be bound or (ii) entered into by or on behalf, at the 45 <PAGE> direction, with the consent or under the authority of (A) any past or present Additional KSO Employee, (B) the Company, any of its Subsidiaries or any of the Selling Shareholders, (C) any past or present officer, director, commissioner or employee of the Company, any of its Subsidiaries or any of the Selling Shareholders or (D) any past or present officer, director, commissioner or employee of any Affiliate of any Selling Shareholder to which the KSO Unit is a party or by which the KSO Unit or any of its properties or assets may be bound. (b) Except as set forth on for the KSO Agreement, each of the Contracts Scheduleis a legal, valid, binding and enforceable obligation of the parties thereto, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of Purchaser's rights generally and (ii) general equitable principles. Except for the KSO Agreement, neither the Company nor any of its Subsidiaries is in default under or in violation of, nor has any event occurred that with the giving of notice or lapse of time or both would constitute a default or event of default under, nor is there any valid basis for any claim of default under or violation of, any Contract. To the Knowledge of the Selling Shareholders, the KSO Unit is not in default under or in violation of any Contract and no event has occurred that with the giving of notice or lapse of time or both would constitute a default or event of default under, and there is no basis for any claim of default under or violation of, any Contract. To the Knowledge of the Selling Shareholders, there has been no default, violation or event that with the giving of notice or lapse of time or both would constitute a default or event of default on the part of any other party to any: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iii) contract a Contract except for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlements; (iv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion KSO Agreement. As of the assets of the Company or any of its Subsidiaries; (v) contract or group of related contracts involving the creationClosing Date, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vi) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (vii) lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) other than purchase orders each Contract then in effect was entered into in the ordinary course of business, contract or group of related contracts business consistent with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement.past practice. 46 <PAGE> Section 4.23

Contracts and Commitments. (a) Except as set forth on in Schedule 2.5 and 2.16, neither the Contracts ScheduleCompany nor any of its Subsidiaries (a) is a party to any contract, obligation, understanding or commitment (whether written or oral) which involves a potential or actual commitment or aggregate payments to or from the Company or any of its Subsidiaries to or from any third party in excess of $25,000, or which is otherwise material and not entered into in the ordinary course of business, (b) has any employment contracts; stock redemption or purchase agreements; financing agreements; collective bargaining agreements; consulting or management services agreements; independent contractor agreements; or agreements with any current or former officers, directors, employees or shareholders of the Company or any of its Subsidiaries or persons or organizations related to or affiliated with any such persons, (c) has any contract or arrangement concerning directory publishing matters or billing and collection matters, (d) has any note, mortgage, agreement, contract or arrangement that limits the ability of the Company or any Subsidiary of the Company to compete in any line of business or to compete with any other person, (e) has any contract relating to any obligation for borrowed money or any guarantee or indemnification of or the granting of security for an obligation for borrowed money or any other obligation or liability, (f) has any contract relating to 911 or E911 services, interconnection or collocation arrangements, or other arrangements with any local exchange carrier, competitive access provider or other telecommunications carrier, (g) any contract relating to licenses to or from the Company or any Subsidiary of the Company with respect to software or hardware used in the businesses of the Company or any of its Subsidiaries; or (h) any contract relating to any indemnity obligations of the Company or any of its Subsidiaries. Except as disclosed in Schedule 2.16, neither the Company nor any of its Subsidiaries is in default under any contract, obligation, understanding or commitment and to the Knowledge of the Company, there is no state of facts which upon notice or lapse of time or both would constitute such a default. Except as set forth in Schedule 2.16, neither the Company nor any of its Subsidiaries is a party to any: (i) collective bargaining agreement any contract or other contract with any labor unionarrangement which is likely to have a material adverse effect on the assets, works councilliabilities, properties, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iii) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlements; (iv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets financial condition of the Company or any of its Subsidiaries; (v) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vi) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (vii) lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning taken as a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreementwhole.

Contracts and Commitments. (a) Except as set forth on the attached Contracts Schedule, and except for agreements entered into by the Company or its Subsidiaries after the date hereof not in violation of Section 7.01, neither the Company nor any of its Subsidiaries is a party to any: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organizationagreement; (ii) bonus or annual incentive compensationmaterial bonus, change-in-control, retention, severance, terminationincentive, pension, employee profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth described in Section 6.16 4.13 or the Disclosure Schedules relating theretoEmployee Benefits Schedule (other than any such plan that is sponsored by or to which contributions are mandated by any Governmental Entity and other than standard offer letters and employment agreements in such jurisdictions where such offer letters and employment agreements are standard practice or required under applicable Law and other than Cash Bonus Plans); (iii) contract equity-based, equity purchase, option or similar plan, agreement or arrangement, other than an equity purchase or equity-based agreement with an employee that has been performed and, to the extent equity remains outstanding in connection therewith, is reflected on the Capitalization Schedule; (iv) Contract for the employment or engagement of any officer, director, individual employee or other person on a full-time, part-time, full‑time or consulting basis providing for base salary compensation in excess of one hundred and fifty thousand dollars ($150,000) 250,000 per annum (other than as described in Section 4.13 or providing for severance the Employee Benefits Schedule, standard offer letters and employment agreements in such jurisdictions where such offer letters and employment agreements are standard practice or termination entitlementsrequired under applicable Law and other than Cash Bonus Plans); (ivv) agreement or indenture Contract relating to the borrowing incurrence of money Indebtedness or to mortgaging, pledging or otherwise placing a Lien (other than a Lien, except for Permitted Lien) Liens, on any portion of the assets of the Company or any of its Subsidiaries; (v) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any material portion of the assets of the Company or any of its Subsidiaries; (vi) lease Contract under which the Company or agreement any of its Subsidiaries guarantees any obligation for Indebtedness or makes any other material guaranty, except guarantees or other comfort letters by the Company or its Subsidiaries of the 23 performance or obligations of the Company or any of its wholly owned Subsidiaries set forth in any Contract; (vii) Contract that relates to any material swap, derivative, hedging or similar arrangements; (viii) Contract under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)1,000,000; (viiix) lease or agreement Contract under which it is lessor of or permits any third-party Third Party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule1,000,000; (x) contract which prohibits Contract with any of the Company’s top thirty (30) customers, as measured by revenue received by the Company and its Subsidiaries during the 2014 fiscal year; (xi) Contract with any of the Company’s top fifteen (15) suppliers of products or services, as measured by amount spent by the Company and its Subsidiaries during the 2014 fiscal year; (xii) Contract relating to the disposition or acquisition of material assets (other than those assets disposed of or acquired in the Ordinary Course of Business) or a material business by the Company or any of its Subsidiaries, or to any material merger or business combination with respect to the Company or any of its Subsidiaries from freely engaging (or former Subsidiaries, to the extent the Contract was entered into while such Subsidiary was a Subsidiary), in business anywhere each case (A) since January 1, 2013 or (B) that provides for any potential future earn‑out payments or other similar payments of deferred or contingent purchase price or, with respect to Contracts entered into during the preceding six (6) years, any material continuing indemnification obligations; (xiii) In‑License (other than of (i) commercially available off the shelf Software provided in “object code” format under standard commercially available terms, or (ii) Open Source Software); (xiv) Out‑License, other than non-exclusive licenses granted to customers in the worldOrdinary Course of Business to use the Company Products; (xixv) contracts Contract with any Third Party to develop or assign any material Intellectual Property, customize any Company Product or hold in escrow any Software the rights to which are included in Company Intellectual Property; (xvi) material partnership agreement, joint venture agreement or other similar Contract relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars other than Contracts solely among the Company and its wholly owned Subsidiaries; 24 ($250,000xvii) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose Contract imposing any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by restriction on the right or ability of the Company or any of its Subsidiaries to (A) engage in any material line of business or compete with any other Person or in any geographic area, (B) acquire any product, asset or service from any other Person or (C) develop, sell, supply, distribute, offer, support or service any product, asset or technology to or for any other Person, other than, in the case of clause (A), customary limitations in In-License agreements entered into by with respect to the use of such licensed materials and site-based restrictions in client Contracts prohibiting the Company and its Subsidiaries from (1) co-locating work from a client competitor in the same Company site or (2) utilizing personnel of the Company and its Subsidiaries servicing such client to service any client competitor; (xviii) Contract (A) imposing on the Company or any of its Subsidiaries with customers in any material exclusivity or similar obligation, (B) imposing on any upstream Affiliate of the ordinary course of business; Company (xiiiincluding, following the Closing, the Purchaser and its Affiliates) contracts relating (i) any material exclusivity or similar obligation or (ii) any “most favored nation” or similar obligation which would apply to the acquisition Purchaser or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directorsAffiliates (other than the Company and its Affiliates) in France, officersMorocco or Brazil, (C) pursuant to which the Company or any of its Subsidiaries has granted any material right of first refusal or right of first offer or similar right to a Third Party, (D) between the Company or any of its Subsidiaries, on the one hand, and employees outside a Third Party, on the ordinary course other hand, that limits or purports to limit in any material respect the ability of business; the Company or any of its Subsidiaries to sell, license, transfer, pledge or otherwise dispose of any business or material assets or (xviE) agreement that requires the Company or any of its Subsidiaries to “take or pay” with respect to the purchase of any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products goods or services, other than, in the case of clause (D), customary limitations in In-License agreements with respect to the use of such licensed materials and site-based restrictions in client Contracts prohibiting the Company and its Subsidiaries from (1) co-locating work from a client competitor in the same Company site or (2) utilizing personnel of the Company and its Subsidiaries servicing such client to service any client competitor; or (xix) Contract pursuant to which the Company or any of its Subsidiaries has undertaken a capital expenditure commitment in excess of $1,000,000 that was not completed prior to the date of the Latest Balance Sheet. (b) Each Contract that is (or is required to have been) set forth in the Contracts Schedule is referred to herein as a “Material Contract”. True and correct copies of all Material Contracts, as amended and in effect, have been made available to the Purchaser and the Merger Sub prior to the date hereof (xviiior, if entered into after the date hereof, made available to the Purchaser promptly thereafter). (c) agentNeither the Company nor any of its Subsidiaries, brokernor to the Company’s knowledge any other party thereto, sales representativeis in any material violation, sales breach or distribution agreement.default (with or without the giving of notice or the lapse of time or both) under any Material Contract, and each such Material Contract is valid, binding and enforceable in accordance with its terms against the Company and its Subsidiaries, as applicable, and, to the Company’s knowledge, 25 each other party thereto, and is in full force and effect, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Except as set forth on the Contracts Schedule, neither the Company nor any of its Subsidiaries has provided or received any written notice of intention to terminate any Material Contract. 4.10

Contracts and Commitments. (a) Except as set forth on the Contracts Schedule, neither the no Acquired Company nor any of its Subsidiaries is a party to any: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organizationagreement; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationbonus, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 4.14 or the Disclosure Schedules relating thereto; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, full time or consulting basis providing for base compensation in excess of one hundred and fifty thousand dollars ($150,00050,000) per annum or providing for severance or termination entitlementsannum; (ivv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its SubsidiariesAcquired Company; (vvi) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesmaterial guaranty; (vivii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,00050,000); (viiviii) lease or agreement under which it is lessor of or permits any third-third party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,00050,000); (viiiix) other than purchase orders entered into in the ordinary course of business, purchase order, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ixx) other than purchase orders entered into in the ordinary course of businessorders, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (xxi) contract which prohibits the any Acquired Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xixii) contracts relating to the licensing of material Intellectual Property by the any Acquired Company or any of its Subsidiaries to a third-third party or by a third-third party to the Company or any of its SubsidiariesAcquired Company, in each case case, involving consideration in excess of two hundred fifty thousand dollars ($250,00050,000) per annum; annum (xiixiii) all other agreements affecting the Company’s or any of its Subsidiaries’ Acquired Companies' ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-off the shelf software used by the Company or any of its Subsidiaries Acquired Companies or (B) agreements entered into by the any Acquired Company or any of its Subsidiaries with customers customers, distributors, suppliers and marketing partners in the ordinary course of business; and (xiiixiv) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, during the past three (3) years or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement.

Contracts and Commitments. (af) Except (x) as set forth on the attached Contracts ScheduleSchedule and (y) for agreements entered into by the Company or its Subsidiaries after the date hereof in accordance with Section 6.01, neither the Company nor any of its Subsidiaries is a party to any: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organizationagreement; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationwritten bonus, pension, employee profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth described in Section 6.16 4.12 or the Disclosure Schedules relating theretothereto pursuant to which the Company has obligations greater than $500,000 per annum; (iii) equity purchase, option or similar plan; (iv) contract for the employment or engagement of (a) any officer, and (b) any individual employee or other person on a full-time, part-time, time or consulting basis providing for base salary compensation in excess of one hundred and fifty thousand dollars ($150,000) 500,000 per annum or providing for severance or termination entitlementsannum; (ivv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Lien, except for Permitted Lien) Liens, on any material portion of the assets of the Company or any of and its Subsidiaries; (vvi) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (vi) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)material guaranty; (vii) lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed the same party for the purchase of products or services which provided for payments by the Company or its Subsidiaries in excess of $750,000 during the trailing twelve-month period ending on the Customers and Suppliers Scheduledate of the Latest Balance Sheet; (viii) agreements relating to any completed material business acquisition by the Company or its Subsidiaries within the last two (2) years; (ix) contract (other than purchase orders confidentiality and non-solicitation agreements entered into in the ordinary course of business, contract or group of related contracts with course) which places any customer required to be listed material limitation on the Customers and Suppliers Schedule; (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xix) contracts relating to the licensing of Intellectual Property by any agreement that provides for or obligates the Company or any of its Subsidiaries to a third-party indemnify, hold harmless or by a third-party to defend any Person (including any officers, directors, members, managers, partners, employees or agents of the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case), other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements Contracts entered into by the Company or any of its Subsidiaries with customers in the ordinary course of businessbusiness the primary purpose of which is not related to the indemnification of any Person; (xiiixi) any contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement orders with any Governmental Body that provides Entity for payments to the Company or involves injunctive reliefany Subsidiary in excess of $500,000 per annum; or (xviixii) contract containing a provision naming a counter party as any management agreement or similar agreement relating to management of any of the exclusive supplier or distributor of products or services; and Facilities (xviii) agent, broker, sales representative, sales or distribution agreementthe “Existing Management Agreements”).

Contracts and Commitments. (a) Except as specifically contemplated by this Agreement and except as set forth on Schedule 4.13 attached hereto (the “Contracts Schedule”), neither the Company nor any of its Subsidiaries is not a party to or bound by, whether written or oral, any: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationbonus, pension, profit sharing, retirement or any other form of deferred compensation plan, plan or any stock purchase, stock option, equity or equity based plan hospitalization insurance or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating theretopractice, whether formal or informal; (iiiii) contract Contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, time or consulting basis providing for base compensation in excess basis, any severance agreement or any agreement requiring any payment upon a change of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlementscontrol of the Company; (iviii) agreement Contract or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any portion of the assets of the Company or any of its Subsidiariesassets; (iv) agreements with respect to the lending or investing of funds; (v) contract license or group of related contracts involving the creation, incurrence, assumption or royalty agreements; (vi) guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (obligation, other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesendorsements made for collection; (vivii) lease or agreement under which it is lessee of, or holds or operates operates, any personal property owned by any other party, party calling for which the annual rental exceeds two hundred fifty thousand dollars (payments in excess of $250,000)2,000 annually; (viiviii) lease or agreement under which it is lessor of or permits any third-third party to hold or operate any property, real or personal, owned or controlled by it; (ix) Contract or group of related Contracts (not including utility service agreements) with the same party for the purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year (except if such Contracts do not involve a sum in excess of $2,500 annually) or involves a sum in excess of $5,000; (x) Contract or group of related Contracts with the annual rental exceeds two hundred fifty thousand dollars same party continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days or less notice without penalties or involving more than $15,000; ($250,000xi) Contract with any officer, director, shareholder or other insider of the Company or any of its affiliates, or any family member or relative of Seller (or trust for the benefit of Seller or any of the foregoing), or with any entity controlled by or under common control of any such party (together, all such parties are “Related Parties”); (viiixii) Contract relating to the distribution, marketing or sales of its products, including the terms of sale used by Company in connection with confirmations of any purchase orders or shipments made to customers; (xiii) warranty agreement with respect to products sold; (xiv) Contracts pursuant to which the Company subcontracts work to third parties; or (xv) other than purchase orders Contract material to it whether or not entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xi) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any of its Subsidiaries or (B) agreements entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement.

Contracts and Commitments. (a) Except as set forth on Schedule 3.9 hereto lists the Contracts Schedulefollowing agreements, neither the Company nor any of its Subsidiaries whether oral or written, to which Cougar is a party party, which are currently in effect, and which relate to anythe operation of Cougar’s business: (i) collective bargaining agreement or other contract with any labor union, works council, or other labor organization; (ii) bonus or annual incentive compensation, change-in-control, retention, severance, terminationbonus, pension, profit sharing, retirement or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iii) stock purchase or stock option plan; (iv) contract for the employment or engagement of any officer, individual employee or other person on a full-time, part-time, time or consulting basis providing or relating to severance pay for base compensation in excess of one hundred and fifty thousand dollars ($150,000) per annum or providing for severance or termination entitlementsany such person; (ivv) contract, agreement or understanding relating to the voting of Cougar Common Stock or Cougar Preferred Stock, or the election of directors of Cougar; (vi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) lien on any portion of the assets of the Company or any of its SubsidiariesCougar; (vvii) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiariesotherwise; (viviii) lease or agreement under which it Cougar is lessee of, or holds or operates any personal property property, real or personal, owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000)10,000; (viiix) lease or agreement under which it Cougar is lessor of of, or permits any third-third party to hold or operate operate, any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule10,000; (x) contract which prohibits the Company or any of its Subsidiaries Cougar from freely engaging in business anywhere in the world; (xi) contracts relating to license agreement or agreement providing for the licensing payment or receipt of Intellectual Property royalties or other compensation by Cougar in connection with the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, intellectual property rights listed in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000Schedule 3.22(b) per annumhereto; (xii) all other agreements affecting contract or commitment for capital expenditures in excess of $10,000; (xiii) agreement for the Company’s sale of any capital asset; (xiv) contracts, understandings, arrangements or any commitments with respect to the acquisition and/or use by Cougar of its Subsidiaries’ ability to use Intellectual Property of others or disclose any material by others of Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by the Company or any Property of its Subsidiaries Cougar; or (Bxv) agreements other agreement which is either material to Cougar’s business or was not entered into by the Company or any of its Subsidiaries with customers in the ordinary course of business; (xiii) contracts relating to the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreement.

Contracts and Commitments. (a) Except as set forth on for the Personal Property Leases required to be disclosed pursuant to Section 5.12 hereof, the Employment Agreements required to be disclosed pursuant to Section 5.16 hereof, the Employee Plans required to be disclosed pursuant to Section 5.17 hereof and the insurance policies required to be disclosed pursuant to Section 5.19 hereof, Section (a) of Schedule 5.20 contains a complete and accurate list of each of the Contracts Schedule, neither which either of the Company nor any of its Subsidiaries Sellers is a party to anyand which: (i) collective bargaining agreement require the applicable Seller to make payments to any Person in excess of $50,000.00 over any period of twelve (12) consecutive months or other contract with any labor union, works council, less; or other labor organization; (ii) bonus provide that the applicable Seller is entitled to receive payments in excess of $50,000.00 over any period of twelve (12) consecutive months or annual incentive compensation, change-in-control, retention, severance, termination, pension, profit sharing, retirement less; or other form of deferred compensation plan, stock purchase, stock option, equity or equity based plan or similar plan other than as set forth in Section 6.16 or the Disclosure Schedules relating thereto; (iii) contract have been entered into with any Affiliate or any current or former officer, member or manager of the applicable Seller under which such Seller has any continuing liabilities or obligations; or (iv) require any party to purchase or sell a stated portion of its requirements or output from or to another party; or (v) provide for the employment or engagement incurring by the applicable Seller of any officerIndebtedness for borrowed money, individual employee including capital lease obligations; or (vi) provide for the purchase or sale of assets other person on a full-time, part-time, than in the Ordinary Course of Business; or consulting basis (vii) limit the freedom of the applicable Seller to conduct the Business in any geographic area; or (viii) contain any assignment or “change in control” provision which would be breached or otherwise activated by the consummation of the transactions contemplated by this Agreement; or (ix) contain terms providing for base compensation any guaranty of the payment or performance of any Liabilities of any Person other than the Person making such guarantee; or (x) have a term in excess of one hundred year and fifty thousand dollars ($150,000) per annum are not cancelable upon 30 or providing for severance fewer days’ notice without any liability, penalty or termination entitlements; (iv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien premium (other than a Permitted Liennominal cancellation fee or charge); or (xi) on any portion of the assets of the Company or any of its Subsidiaries; (v) contract or group of related contracts involving the creation, incurrence, assumption or guaranty of any obligation for borrowed money or other guaranty under which it has imposed a Lien (other than a Permitted Lienthose Contracts disclosed in clauses (i) on any portion of the assets of the Company or any of its Subsidiaries; (vi) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (vii) lease or agreement under which it is lessor of or permits any third-party to hold or operate any property, real or personal, for which the annual rental exceeds two hundred fifty thousand dollars ($250,000); (viii) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any supplier required to be listed on the Customers and Suppliers Schedule; (ix) other than purchase orders entered into in the ordinary course of business, contract or group of related contracts with any customer required to be listed on the Customers and Suppliers Schedule; through (x) contract which prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xiabove) contracts relating to the licensing of Intellectual Property by the Company or any of its Subsidiaries to a third-party or by a third-party to the Company or any of its Subsidiaries, in each case involving consideration in excess of two hundred fifty thousand dollars ($250,000) per annum; (xii) all other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any material Intellectual Property, in each case, other than (A) licenses for commercially available, off-the-shelf software used by are material to the Company or any of its Subsidiaries or Business and either (B) agreements were entered into by the Company or any of its Subsidiaries with customers other than in the ordinary course Ordinary Course of businessBusiness; or (xiiiC) contracts relating are to be performed other than in the Ordinary Course of Business (all of the Contracts described in Sections 5.20(a)(i) through Section 5.20(a)(xi), whether or not disclosed in Section (a) of Schedule 5.20 as required by this Section 5.20(a), being hereinafter collectively referred to as the “Material Contracts”). Prior to the acquisition date hereof the Sellers have delivered or disposition (whether by mergerotherwise made available to the Buyer, sale true, complete and correct copies of stock, sale the written Material Contracts including all amendments thereof and modifications thereto and complete descriptions of assets or otherwise) of any Person or material line of business entered into since September 30, 2013, or the future acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any Person or material line of business; (xiv) contract concerning a partnership or a joint venture; (xv) contract under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business; (xvi) agreement with any Governmental Body that provides for or involves injunctive relief; (xvii) contract containing a provision naming a counter party as the exclusive supplier or distributor of products or services; and (xviii) agent, broker, sales representative, sales or distribution agreementall oral Material Contracts.