Common use of Contracts; Indebtedness Clause in Contracts

Contracts; Indebtedness. (a) Section 3.15(a) of the Company Disclosure Schedule sets forth a true and complete list of each Contract to which the Company, any Company Subsidiary or CPS is a party or which binds or affects their respective properties or assets, and which falls within any of the following categories: (i) any agreement that limits in any material respect the freedom of the Company, any Company Subsidiary, CPS or any of the Company’s current or future Affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area; (ii) any joint venture or partnership agreement; (iii) any agreement that involves future expenditures or receipts by the Company, any Company Subsidiary or CPS of more than $750,000 in any one year period that cannot be terminated on less than ninety (90) days notice without material payment or penalty; (iv) any acquisition agreement with a purchase price in excess of $500,000 or that contains “earn-out” provisions or other contingent payment obligations; (v) any divestiture agreement with a purchase price in excess of $500,000 or that contains ongoing indemnification obligations or other material obligations; (vi) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $500,000; (vii) any lease, sublease or other similar Contract, in each case with respect to the Leased Real Property (“Lease Agreements”); (viii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ix) any Contract with (A) any Governmental Entity, (B) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”); (x) any consulting arrangement with a physician; (xi) any other agreement which would prohibit or materially delay the consummation of the Offer or the Merger or any other transaction contemplated by this Agreement or that would result, or be reasonably likely to result, in a Company Material Adverse Effect. Each Contract of the type described in this Section 3.15(a) is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been provided by the Company to Parent, or publicly filed with the SEC. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Company Material Contract is a valid, binding and enforceable obligation of the Company, the Company Subsidiaries or CPS and, to the Knowledge of the Company, of the other party or parties thereto, in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (2) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence; (iii) the Company, each Company Subsidiary and CPS has performed all obligations required to be performed by it under each Company Material Contract and, to the Knowledge of the Company, each other party to each Company Material Contract has performed all obligations required to be performed by it under such Company Material Contract; (iv) none of the Company, any Company Subsidiary or CPS knows of, or has received notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound or affected; and (v) none of the Company, any Company Subsidiary or CPS has received any notice from any other party to any such Company Material Contract, or otherwise has any Knowledge, that such party intends to terminate, or not renew, any such Company Material Contract.

Contracts; Indebtedness. (a) Section 3.15(a3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of each Contract to which the Company, Company or any Company Subsidiary or CPS is a party or which binds or affects their respective properties or assets, and which falls within any of the following categories: (i) any agreement that limits in any material respect the freedom of the Company, any Company Subsidiary, CPS Subsidiary or any of the Company’s current or future Affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area; (ii) any joint venture or partnership agreement; (iii) any agreement that involves future expenditures or receipts by the Company, Company or any Company Subsidiary or CPS of more than $750,000 1,000,000 in any one year period that cannot be terminated on less than ninety (90) days notice without material payment or penalty; (iv) any acquisition agreement with a purchase price in excess of $500,000 1,000,000 or that contains “earn-out” provisions or other contingent payment obligations; (v) any divestiture agreement with a purchase price in excess of $500,000 1,000,000 or that contains ongoing indemnification obligations or other material obligations; (vi) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $500,000;1,000,000 individually, (vii) any material lease, material sublease or other similar Contract, in each case with respect to the Leased Real Property (“Lease Agreements”); (viii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);; or (ix) any Contract with (A) any Governmental Entity, (B) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”); (x) any consulting arrangement with a physician; (xi) any other agreement which would prohibit or materially delay the consummation of the Offer or the Merger or any other transaction contemplated by this Agreement or that would result, or be reasonably likely to result, in a Company Material Adverse EffectAgreement. Each Contract of the type described in this Section 3.15(a3.14(a) is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been provided by the Company to Parent, or publicly filed with the SEC. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Company Material Contract is a valid, binding and enforceable obligation of the Company, the Company Subsidiaries or CPS and, to the Knowledge of the Company, of the other party or parties thereto, in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (2) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence; (iii) the Company, Company and each Company Subsidiary and CPS has performed all obligations required to be performed by it under each Company Material Contract and, to the Knowledge of the Company, each other party to each Company Material Contract has performed all obligations required to be performed by it under such Company Material Contract; (iv) none of neither the Company, Company nor any Company Subsidiary or CPS knows of, or has received written notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound or affected; and (v) none of neither the Company, Company nor any Company Subsidiary or CPS has received any written notice from any other party to any such Company Material Contract, or otherwise has any Knowledge, that such party intends to terminate, or not renew, any such Company Material Contract.

Contracts; Indebtedness. (a) Section 3.15(a3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of each Contract to which the Company, Company or any Company Subsidiary or CPS is a party or which binds or affects their respective properties or assets, to the extent such Contract is not included as an exhibit to the Company SEC Documents and which falls within any of the following categories: : (i) any agreement Contract that restricts or forecloses the ability to research, develop or market any product for any indication in any product market, therapeutic area or geographic area (other than field of use restrictions contained in in-license agreements), (ii) any Contract providing for annual payments or receipts in excess of $2,000,000, (iii) any Contract pursuant to which the Company or any Company Subsidiary grants any right of first refusal or right of first offer or similar right, or that limits in any material respect or purports to limit the freedom ability of the CompanyCompany or any Company Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any assets or businesses that are individually or in the aggregate material to the Company or any Company Subsidiary, CPS or any of the Company’s current or future Affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area; (ii) any joint venture or partnership agreement; (iii) any agreement that involves future expenditures or receipts by the Company, any Company Subsidiary or CPS of more than $750,000 in any one year period that cannot be terminated on less than ninety (90) days notice without material payment or penalty; (iv) any acquisition agreement with a purchase price Contract relating to marketed compounds or compounds in excess clinical development, other than clinical trial agreements, materials transfer agreements and support and research agreements entered into in the ordinary course of $500,000 or that contains “earn-out” provisions or other contingent payment obligations; business, (v) any divestiture agreement with a purchase price in excess Contract that provides for the manufacturing of $500,000 any products or that contains ongoing indemnification obligations compounds by the Company or other material obligations; any Company Subsidiary for the benefit of any third party (vi) any agreement Contract relating to indebtedness for borrowed money or any financial guaranty in excess of $500,000; 2,000,000, (vii) any lease, material lease or sublease or other similar Contract, in each case with respect to the Leased Real Property (“Lease Agreements”); ) or (viii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ix) any Contract with (A) any Governmental Entity, (B) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”); (x) any consulting arrangement with a physician; (xi) any other agreement which would prohibit or materially delay the consummation of the Offer or the Merger or any other transaction contemplated by this Agreement or that would result, or be reasonably likely to result, in a Company Material Adverse Effect. Each Contract of the type described in this Section 3.15(a3.14(a) whether or not set forth in the Company Disclosure Schedule, is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been provided or made available by the Company to Parent, or publicly have been filed with the SECSEC and are publicly available. (b) Except as has does not had and would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect: (i) each Company Material Contract is a valid, valid and binding and enforceable obligation of the Company, Company or the Company Subsidiaries or CPS and, to the Knowledge knowledge of the Company, of the other party or parties thereto, in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcythe Bankruptcy and Equity Exception, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (2) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequenceeffect; (iii) each of the Company, each Company Subsidiary and CPS the Company Subsidiaries has performed in all material respects the obligations required to be performed by it under each Company Material Contract and, to the Knowledge knowledge of the Company, each other party to each Company Material Contract has performed in all material respects the obligations required to be performed by it under such Company Material Contract; (iv) none of the Company, Company or any Company Subsidiary or CPS knows of, or has received notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or failure to cure or both would cause such a violation of or default under) any Company Material Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound or affectedparty; and (v) none of neither the Company, Company nor any Company Subsidiary or CPS has received any notice from any other party to any such Company Material Contract, or otherwise has any Knowledgeknowledge, that such party intends to terminate, or not renew, any such Company Material Contract.

Contracts; Indebtedness. (a) Except as disclosed in Section 3.15(a5.10, Section 5.12(a), Section 5.13, or Section 5.19(a) of the Company Disclosure Schedule sets forth a true and complete list of each Contract to which Schedule, neither the Company, Company nor any Company Subsidiary or CPS is a party to or which binds bound by, or affects their respective properties otherwise has any liability or assetsresponsibility under, and which falls within any of the following categoriesContract that: (i) any agreement that limits in any material respect the freedom as of the Companydate hereof, any Company Subsidiary, CPS or any of the Company’s current or future Affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area; (ii) any joint venture or partnership agreement; (iii) any agreement that involves future expenditures or receipts by the Company, any Company Subsidiary or CPS of more than $750,000 in any one year period that cannot be terminated on less than ninety (90) days notice without material payment or penalty; (iv) any acquisition agreement with is a purchase price in excess of $500,000 or that contains “earn-out” provisions or other contingent payment obligations; (v) any divestiture agreement with a purchase price in excess of $500,000 or that contains ongoing indemnification obligations or other material obligations; (vi) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $500,000; (vii) any lease, sublease or other similar Contract, in each case with respect to the Leased Real Property (“Lease Agreements”); (viii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC); (ixii) any Contract with (A) any Governmental Entity, (B) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”); (x) any consulting arrangement with a physician; (xi) any other agreement which would prohibit or materially delay the consummation of the Offer or Offer, the Merger or any of the other transaction transactions contemplated hereby or otherwise materially impair the ability of the Company to perform its obligations hereunder; (iii) relates to a joint venture, partnership, limited liability or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture; (iv) relates to any indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other Contract relating to indebtedness for borrowed money or deferred payment (in either case, whether incurred, assumed, guaranteed or secured by this Agreement any asset) in excess of $200,000; (v) prohibits the payment of dividends or that would resultdistributions in respect of any Equity Interest of the Company or any of the Company Subsidiaries, prohibits the pledging of any Equity Interest of the Company or be any Company Subsidiary or prohibits the issuance of guarantees by any Company Subsidiary; (vi) requires or is reasonably likely to resultrequire either (A) annual payments from Third Parties to the Company and the Company Subsidiaries of at least $200,000 in the aggregate or (B) annual payments from the Company and Company Subsidiaries to Third Parties of at least $200,000 in the aggregate; (vii) relates to any acquisition by the Company or any of the Company Subsidiaries pursuant to which the Company or any of the Company Subsidiaries has continuing indemnification, “earn-out” or other contingent payment or guarantee obligations, in each case, that could result in payments in excess of $200,000; (viii) involves any directors, executive officers (as such term is defined in the Exchange Act) or five percent (5%) stockholders of the Company or any of their Affiliates (other than the Company or any Company Subsidiary) or immediate family members; (ix) involves any employees or consultants of the Company or any Company Subsidiary (other than executive officers (as such term is defined in the Exchange Act)) and creates severance, stock, stock option, severance or any similar obligations for the Company or any Company Subsidiary, or requires payment of total annual compensation in excess of $100,000; (x) contains any covenant that (A) limits the ability of the Company or any Company Subsidiary (or, after the Acceptance Time, Parent, the Surviving Corporation, or their respective Subsidiaries) to engage in any line of business or to compete with any Person or operate at any location, (B) would reasonably be expected to require the disposition of any material assets or line of business of the Company or any Company Subsidiary (or, after the Acceptance Time, Parent, the Surviving Corporation, or their respective Subsidiaries), or (C) prohibits or limits the right of the Company or any of the Company Subsidiaries to research, develop, manufacture, supply, test, distribute, market, promote, license, offer for sale, sell, import or otherwise commercialize any Products or services or use, transfer, license, distribute, maintain or enforce any of their respective Intellectual Property rights (including any settlement or coexistence agreements); (xi) (A) provides for exclusivity or any similar requirement or pursuant to which the Company or any of its Subsidiaries is restricted in any way with respect to the research, development, manufacturing, supply, testing, distribution, marketing, promotion, licensing, offering for sale, sale or importation or other commercialization of any Product or service of the Company, or (B) after the Effective Time would restrict Parent or any of its Subsidiaries in any material respect with respect to any Product or service; (xii) requires indemnification, future payments or expenditures by or on behalf of the Company and relating to cleanup, abatement, remediation or similar actions in connection with environmental liabilities; (xiii) is a material Contract and contains “change of control”, restrictions on assignment or similar provisions; (xiv) contains a standstill or similar agreement pursuant to which one party has agreed not to acquire assets or securities of the other party or any of its Affiliates, or which contains any “non-solicitation”, “no-hire” or similar provision; (xv) is a Contract that is material to the business of the Company Material Adverse Effector any Company Subsidiary relating to the licensing of or covenanting not to xxx with respect to any Intellectual Property by the Company or any Company Subsidiary to any Person or by any Person to the Company or any Company Subsidiary, and all other Contracts that are material to the business of the Company or any Company Subsidiary relating to or affecting the Company’s or any of the Company Subsidiaries’ ability to own, use, transfer, license, disclose or enforce any Intellectual Property (including all co-existence agreements, joint development agreements, research and development agreement, Software escrow agreements, agreements relating to Source Code and excluding agreements for the license of Off-the-Shelf Software); (xvi) provides for indemnification by the Company or any of the Company Subsidiaries of any Person, except for any such Contract that is (A) not material to the Company or any of the Company Subsidiaries and (B) entered into in the ordinary course of business consistent with past practice; (xvii) contains a put, call, agreement or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, as applicable, any Equity Interests of any Person or assets that have a fair market value or purchase price of more than $50,000; (xviii) is a collective bargaining agreement; (xix) is a settlement, conciliation or similar agreement with any Governmental Entity or which would require the Company or any Company Subsidiary to pay consideration of more than $200,000 after the date of this Agreement; (xx) involves any exchange traded or over the counter swap, forward, future, option, cap, floor or collar financial contract, or any other interest rate, commodity price, equity value or foreign currency protection contract; (xxi) contains any covenant granting “most favored nation” status that, following the consummation of the Offer and/or the Merger, would apply to or be affected by actions taken by Parent, the Surviving Corporation and/or their respective Subsidiaries or Affiliates; or (xxii) is a material Contract for the development, manufacturing, supply, distribution, marketing, or other development or commercial activities by the Company or any Company Subsidiary related to any Product or service. Each Contract of the type described in this Section 3.15(a5.12(a) or set forth on Section 5.10, Section 5.13 or Section 5.19(a) of the Company Disclosure Schedule is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been provided by the Company to Parent, or publicly filed with the SEC.” (b) Except as has not had and would not reasonably be expected to haveset forth on Section 5.12(b) of the Company Disclosure Schedule, individually or in the aggregate, a Company Material Adverse Effect: (i) each Company Material Contract is a validlegal, valid and binding and enforceable obligation of the CompanyCompany or a Company Subsidiary, as applicable, in full force and effect and enforceable against the Company Subsidiaries or CPS and, to the Knowledge of the Company, of the other party or parties thereto, a Company Subsidiary in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws of general applicability relating to or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (2) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; “Bankruptcy Exception”), (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence; (iii) the Company, each Company Subsidiary and CPS has performed all obligations required to be performed by it under each Company Material Contract and, to the Knowledge of the Company, each other party to each Company Material Contract has performed all obligations required is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy Exception, (iii) neither the Company nor any Company Subsidiary and, to the Company’s Knowledge, no counterparty, is or is alleged to be performed by it under such in material breach or violation of, or default under, any Company Material Contract; , (iv) none of neither the Company, Company nor any Company Subsidiary has received any claim of default under any Company Material Contract, (v) to the Company’s Knowledge, no event has occurred which would result in a breach or CPS knows violation of, or has received notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) , any Company Material Contract (in each case, with or any other Contract to which it is a party without notice or by which it lapse of time or any of its properties or assets is bound or affected; both), and (vvi) none of the Company, any Company Subsidiary or CPS has not received any notice from any other party to any such Company Material Contract, or and otherwise has any Knowledge, no Knowledge that such party Third Party intends to terminate, or not renew, renew any such Company Material Contract, or is seeking the renegotiation thereof or substitute performance thereunder. Complete and correct copies of all Company Material Contracts have been either publicly filed with the SEC or made available to Parent by the Company. Section 5.12(c) of the Company Disclosure Schedule sets forth (i) a list of any agreement, instrument or other obligation pursuant to which any indebtedness for borrowed money of the Company or any Company Subsidiary is outstanding or may be incurred, (ii) the respective principal amounts outstanding thereunder as of the date of this Agreement, and (iii) a list of any agreements that relate to guarantees by the Company or any Company Subsidiary of indebtedness of any other Person.

Contracts; Indebtedness. (a) Section 3.15(a3.13(a) of the Company Disclosure Schedule sets forth a true an accurate and complete list of each Contract to which the Company, any Company Subsidiary or CPS is a party or which binds or affects their respective properties or assets, and which falls within any of the following categories: (i) any agreement Contract that limits in any material respect limits, or that after the Effective Time would limit, the freedom of the Company, any Company Subsidiary, CPS or any of the Company’s current or future Affiliates Parent after the Effective Time to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area, or to hire any individual or group of individuals; (ii) any Contract that relates to a partnership, joint venture or partnership agreementrelationship for joint marketing or joint development with any other Person; (iii) any agreement Contract that involves future expenditures or receipts by the Company, any Company Subsidiary or CPS of more than $750,000 20,000 in any one year period that cannot be terminated on less than ninety (90provided that, with respect to the Company’s customer Contracts entered into in the ordinary course consistent with past practice, this Section 3.13(a) days notice without material payment or penaltyshall only apply to Contracts with Significant Customers); (iv) any Contract that by its terms limits the payment of dividends or other distributions by the Company; (v) any Contract that grants any right of first refusal or right of first offer or similar right with respect to any material assets of the Company; (vi) any acquisition agreement Contract with a purchase price in excess of $500,000 20,000 or that contains “earn-out” provisions or other contingent payment obligations; (vvii) any sale or divestiture agreement Contract with a purchase price in excess of $500,000 20,000 or that contains ongoing indemnification obligations or other material obligations; (viviii) any Contract which is likely to involve consideration of more than $20,000, in the aggregate, paid to or received by, the Company over the remaining term of such Contract (provided that, with respect to the Company’s customer Contracts entered into in the ordinary course consistent with past practice and on the form set forth in Section 3.14(e)(i) of the Company Disclosure Schedule, this Section 3.13(a) shall only apply to Contracts with Significant Customers); (ix) each Contract with a Governmental Entity that involved aggregate payments of over $10,000 in 2020 or is reasonably likely to involve aggregate payments of over $10,000 in 2021; (x) any Contract that contains obligations of the Company secured by a Lien (other than a Permitted Lien), or provides for interest rate or currency hedging arrangements, in each case in connection with which the aggregate actual or contingent obligations of the Company under such Contract are greater than $20,000; (xi) any Contract for the employment or engagement of any officer, employee, consultant or other individual, including any Benefit Agreement, providing for aggregate annual payments by the Company in excess of $50,000; (xii) any Contract or plan, including any stock option or equity plan, that may or will increase, or accelerate the vesting of, the benefits to any party by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits which will be calculated on the basis of any of the transactions contemplated by this Agreement; (xiii) any collective bargaining agreement or other Contract with any labor union or severance or termination pay agreements, programs or policies; (xiv) any Contract relating to indebtedness for borrowed money or any financial guaranty in excess of $500,00020,000 individually; (viixv) any lease, sublease or other similar Contract, in each case Contract with respect to the Leased Real Property (“Lease Agreements”); (viiixvi) any Contract related to the development, distribution, or provision of any Company Intellectual Property or Company Offerings, and any Contract related to the support or maintenance of any Company Intellectual Property or Company Offerings that requires payment in excess of $20,000 per year individually; (xvii) any Contract that concerns protection of, or imposes any obligations with respect to use or disclosure of, Trade Secrets other than Contracts on Company’s applicable standard form non-disclosure agreement without substantive changes; and (xviii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);. (ixb) any Contract with (A) any Governmental Entity, (B) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”); (x) any consulting arrangement with a physician; (xi) any other agreement which would prohibit or materially delay the consummation of the Offer or the Merger or any other transaction contemplated by this Agreement or that would result, or be reasonably likely to result, in a Company Material Adverse Effect. Each Contract of the type described in this Section 3.15(a3.13(a) and each Company Intellectual Property Contract (other than Unscheduled Outbound IP Contracts and Unscheduled Inbound IP Contracts) is referred to herein as a “Company Material Contract.” True Accurate and complete copies of each Company Material Contract have been provided or made available by the Company to Parent, or publicly filed with the SEC. (bc) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Each Company Material Contract is a legally valid, binding and enforceable obligation of the Company, the Company Subsidiaries or CPS and, to the Knowledge knowledge of the Company, of the other party or parties thereto, in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency or other and similar laws, now or hereafter in effect, Laws affecting creditors’ rights generally and (2) the remedy subject, as to enforceability, to general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; equity, (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence; , (iii) the Company, each Company Subsidiary and CPS has in all material respects performed all the obligations required to be performed by it under each Company Material Contract andContract, to the Knowledge of the Company, each other party to each Company Material Contract has performed all obligations required to be performed by it under such Company Material Contract; (iv) none of the Company, any Company Subsidiary or CPS knows does not know of, or and has not received notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound or affected; and (v) none of the Company, any Company Subsidiary or CPS has not received any notice from any other party to any such Company Material Contract, or and otherwise has any Knowledgeno knowledge, that such party intends to terminate, or not renew, any such Company Material Contract. (d) There are no outstanding amounts payable to or receivable from, or advances by the Company to, and the Company is not otherwise a creditor or debtor to, or party to any Contract or transaction with, any holder of 5% or more of the Company Common Stock or any director, officer, employee or affiliate of the Company, except for employment or compensation agreements or arrangements with directors, officers and employees made in the ordinary course of business consistent with past practice. (e) The Company provides services to its customers under the terms of the warranties described in Section 3.13(e)(i) of the Company Disclosure Schedule. The Company currently has not and previously has not had, any material disputes concerning its services with any of the 30 largest customers of the Company in 2020, or for 2021 to date, based on amounts paid or payable by such Person during each such period (each, a “Significant Customer”), and the Company has no knowledge of any material dissatisfaction on the part of any such Significant Customer or any facts or circumstances that would lead to such material dissatisfaction. Each Significant Customer is listed on Section 3.13(e)(ii) of the Company Disclosure Schedule. The Company has not received written or, to the knowledge of the Company, oral notice from any Significant Customer that such Significant Customer shall not continue as a customer of the Company or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company (or the Parent). (f) The Company currently has not or previously has not had any material dispute concerning products and/or services provided by any supplier who was one of the 15 largest suppliers of products and/or services to the Company in 2020, or for 2021 to date, based on amounts paid or payable by such Person during each such period (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier or any facts or circumstances that would lead to such material dissatisfaction. Each Significant Supplier is listed on Section 3.13(f) of the Company Disclosure Schedule. The Company has not received written or, to the knowledge of the Company, oral notice from any Significant Supplier that such Significant Supplier shall not continue as a supplier to the Company or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company (or the Parent).

Contracts; Indebtedness. (a) Except as disclosed in Section 3.15(a4.11 or Section 4.13(a) of the Company Disclosure Schedule sets forth a true and complete list Schedule, as of each Contract to which the Companydate hereof, neither the Company nor any Company Subsidiary or CPS is a party to or which binds or affects their respective properties or assets, and which falls within bound by any of the following categoriesContract that: (i) any agreement that limits in any material respect the freedom as of the Companydate hereof, any Company Subsidiary, CPS or any of the Company’s current or future Affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area; (ii) any joint venture or partnership agreement; (iii) any agreement that involves future expenditures or receipts by the Company, any Company Subsidiary or CPS of more than $750,000 in any one year period that cannot be terminated on less than ninety (90) days notice without material payment or penalty; (iv) any acquisition agreement with is a purchase price in excess of $500,000 or that contains “earn-out” provisions or other contingent payment obligations; (v) any divestiture agreement with a purchase price in excess of $500,000 or that contains ongoing indemnification obligations or other material obligations; (vi) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $500,000; (vii) any lease, sublease or other similar Contract, in each case with respect to the Leased Real Property (“Lease Agreements”); (viii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC); (ixii) any Contract with (A) any Governmental Entity, (B) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”); (x) any consulting arrangement with a physician; (xi) any other agreement which would prohibit or materially delay the consummation of the Offer or the Merger or otherwise materially impair the ability of the Company to perform its obligations hereunder; (iii) relates to a joint venture, partnership, limited liability or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any other transaction contemplated by this Agreement partnership or joint venture that would resultis material to the business of the Company and the Company Subsidiaries, taken as a whole, or be in which the Company owns more than a ten percent (10%) voting or economic interest, or any obligation of more than $2,500,000 in the aggregate; (iv) relates to any indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other Contract relating to indebtedness for borrowed money or deferred payment (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $10,000,000; (v) prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of the Company Subsidiaries, prohibits the pledging of the capital stock of the Company or any Company Subsidiary or prohibits the issuance of guarantees by any Company Subsidiary; (vi) requires or is reasonably likely to resultrequire either (A) annual payments from Third Parties to the Company and the Company Subsidiaries of at least $3,000,000 in the aggregate or (B) annual payments from the Company and Company Subsidiaries to Third Parties of at least $3,000,000 in the aggregate; (vii) relates to any acquisition by the Company or its Subsidiaries pursuant to which the Company or any Company Subsidiary has continuing indemnification, “earn-out” or other contingent payment or guarantee obligations, in each case, that would reasonably be expected to result in payments in excess of $5,000,000; (viii) involves any directors, executive officers (as such term is defined in the Exchange Act) or five percent (5%) shareholders of the Company or any of their Affiliates (other than the Company or any Company Subsidiary) or immediate family members; (ix) contains any covenant that (A) limits in any material respect the ability of the Company or any Company Subsidiary (or, after the Effective Time, Parent, the Surviving Corporation, or their respective Subsidiaries) to engage in any line of business or to compete with any Person or operate at any location or (B) could require the disposition of any material assets or line of business of the Company or any Company Subsidiary(or, after the Effective Time, Parent, the Surviving Corporation, or any their respective Affiliates), or (C) prohibits or restricts in any material respect the right of the Company or any Company Subsidiary to make, sell, supply, market, distribute or commercialize any products or services or use, transfer, license, distribute or enforce any of their respective Intellectual Property rights); (x) contains any covenant granting “most favored nation” status that, following the consummation of the Merger, would, in any material respect, restrict actions taken by Parent, the Surviving Corporation and/or their respective Subsidiaries or Affiliates; (xi) contains a standstill or similar agreement pursuant to which the Company Material Adverse Effector any Company Subsidiary has agreed not to acquire assets or securities of any other Person; (xii) provides for (A) the grant of a license or other right or covenant not to xxx with respect to any material Intellectual Property rights owned, held for use or used by the Company or any Company Subsidiary to which the Company or any Company Subsidiary is a party as licensee or licensor (other than (1) licenses for commercially available, off-the-shelf software applications or (2) non-exclusive licenses or sublicenses granted by or to the Company or any Company Subsidiary in connection with the provision, licensing or sale of products or services in the ordinary course of business) or (B) the development by any Third Party (excluding, for the avoidance of doubt, any employee of the Company or of any Company Subsidiary) of any material Intellectual Property owned, or purported to be owned, by the Company or any Company Subsidiary; (xiii) provides for indemnification by the Company or any of its Subsidiaries of any Person, except for any such Contract that is (A) not material to the Company and its Subsidiaries, taken as a whole, and (B) entered into in the ordinary course of business; (xiv) is a Government Contract that is currently active in performance and which has a total projected contract value in excess of $5,000,000; (xv) contains a put, call or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, as applicable, any Equity Interests of any Person or assets that have a fair market value or purchase price of more than $2,500,000; (xvi) is a collective bargaining agreement; or (xvii) is a settlement or conciliation agreement with any Governmental Entity or which would require the Company or any Company Subsidiary to pay consideration of more than $5,000,000 after the date of this Agreement. Each Contract of the type described in this Section 3.15(a4.13(a) or set forth on Section 4.11 of the Company Disclosure Schedule is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been provided by the Company to Parent, or publicly filed with the SEC.” (b) Except as has not had and would not reasonably be expected to havefor matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect: , (i) each Company Material Contract is a valid, valid and binding and enforceable obligation of the CompanyCompany or a Company Subsidiary, as applicable, in full force and effect and enforceable against the Company Subsidiaries or CPS and, to the Knowledge of the Company, of the other party or parties thereto, a Company Subsidiary in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcythe Bankruptcy Exception, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (2) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence; (iii) the Company, each Company Subsidiary and CPS has performed all obligations required to be performed by it under each Company Material Contract and, to the Knowledge of the Company, each other party to each Company Material Contract has performed all obligations required is a valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy Exception, (iii) neither the Company nor any Company Subsidiary and, to the Company’s Knowledge, no counterparty, is or is alleged to be performed by it under such in breach or violation of, or default under, any Company Material Contract; , (iv) none of neither the Company, Company nor any Company Subsidiary has received any written claim of default under any Company Material Contract, (v) to the Company’s Knowledge, no event has occurred which would result in a breach or CPS knows violation of, or has received notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) , any Company Material Contract (in each case, with or any other Contract to which it is a party without notice or by which it lapse of time or any of its properties or assets is bound or affected; both) and (vvi) none of the Company, any Company Subsidiary or CPS has not received any written notice from any other party to any such Company Material Contract, or and otherwise has any Knowledge, no Knowledge that such party Third Party intends to terminate, or not renew, renew any such Company Material Contract, or is seeking the renegotiation thereof or substitute performance thereunder. Complete and correct copies of all Company Material Contracts have been either publicly filed with the SEC or made available to Parent by the Company.

Contracts; Indebtedness. (a) Section 3.15(a3.14(a) of the Company Disclosure Schedule sets forth a true and complete list list, as of the date of this Agreement, of each Contract to which the Company, Company or any Company Subsidiary or CPS is a party or which binds or affects their respective properties or assets, and which falls within any of the following categories: (i) any agreement non-competition Contract or other Contract that (A) purports to limit in any material respect either the type of business in which the Company or the Company Subsidiaries (or, after the Effective Time, Parent or its affiliates) may engage or the manner or locations in which any of them may so engage in any business, (B) could require the disposition of any material assets or line of business of the Company or the Company Subsidiaries or, after the Effective Time, Parent or its affiliates, (C) grants “most favored nation” status that, following the Merger, would apply to Parent and its affiliates, including the Company and the Company Subsidiaries, (D) prohibits or limits the right of the Company or any of the Company Subsidiaries to make, sell or distribute any products or services or use, transfer, license, distribute or enforce any of their respective Intellectual Property rights or (E) purports to limit in any material respect the freedom of the CompanyCompany or the Company Subsidiaries (or, after the Effective Time, Parent or its affiliates) to hire any Company Subsidiary, CPS individual or group of individuals; Table of Contents (ii) any distribution Contract or any of the Company’s current or future Affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic areadistribution services Contract that is not terminable with less than 60 days’ notice; (iiiii) any joint venture or partnership agreement; (iiiiv) any Contract with a supplier or a customer providing for annual payments or receipts in excess of $100,000 with a term in excess of one year; (v) any agreement that involves future expenditures or receipts by the Company, Company or any Company Subsidiary of more than $50,000 in any one year period; (vi) any agreement that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (vii) any agreement that relates to an investment in the Company or any Company Subsidiary or CPS the acquisition or disposition of more any business or assets of the Company or any Company Subsidiary (other than $750,000 in any one year period that cannot be terminated on less than ninety (90) days notice without material payment or penaltythe ordinary course of business); (iv) any acquisition agreement with a purchase price in excess of $500,000 or that contains “earn-out” provisions or other contingent payment obligations; (v) any divestiture agreement with a purchase price in excess of $500,000 or that contains ongoing indemnification obligations or other material obligations; (viviii) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $500,000guaranty; (viiix) any material personal property lease or any lease, sublease or other similar Contract, in each case Contract with respect to the Leased Real Property (“Lease Agreements”); (viiix) any Contract relating to any Material Intellectual Property, other than Contracts providing for the non-exclusive license of off-the-shelf, non-customized Software that is generally available on a commercial basis; (xi) each Contract with any Governmental Entity; (xii) any Contract providing for indemnification by the Company or any Company Subsidiary of any Person, except for any such Contract that (A) is not material to the Company and the Company Subsidiaries and (B) was entered into in the ordinary course of business; (xiii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);; or Table of Contents (ix) any Contract with (A) any Governmental Entity, (B) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”); (x) any consulting arrangement with a physician; (xixiv) any other agreement which would prohibit or materially delay the consummation of the Offer or the Merger or any other transaction contemplated by this Agreement or that would result, or be reasonably likely to result, in a Company Material Adverse EffectAgreement. Each Contract of the type described in this Section 3.15(a3.14(a) is referred to herein as a “Company Material Contract.” True True, complete and complete unredacted copies of each Company Material Contract have been provided made available by or on behalf of the Company to Parent, or publicly filed with the SEC. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Each Company Material Contract is a valid, binding and enforceable obligation of the Company, Company or the Company Subsidiaries or CPS and, to the Knowledge knowledge of the Company, of the other party or parties thereto, in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (2) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequenceeffect; (iii) the Company, Company and each Company Subsidiary and CPS has performed in all material respects all obligations required to be performed by it under each Company Material Contract to date and, to the Knowledge knowledge of the Company, each other party to each Company Material Contract has performed in all material respects all obligations required to be performed by it under such Company Material ContractContract to date; (iv) none of the Company, Company or any Company Subsidiary or CPS knows of, or has received notice of, any material violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound or affectedContract; and (v) none of neither the Company, Company nor any Company Subsidiary or CPS has received any written notice from any other party to any such Company Material Contract, or otherwise has any Knowledge, Contract that such party intends to terminate, or not renew, any such Company Material Contract.

Contracts; Indebtedness. (a) Section 3.15(a4.10.1 Except as disclosed in Sections 4.9.1, 4.9.4, 4.9.6, 4.10.1, 4.10.2 or 4.16(b) of the Company Disclosure Schedule sets forth a true and complete list of each Contract to which Schedule, neither the Company, Company nor any Company Subsidiary or CPS is a party to or which binds or affects their respective properties or assets, and which falls within bound by any of the following categories: Contract that (i) any agreement that limits in any material respect the freedom as of the Companydate hereof, any Company Subsidiary, CPS or any of the Company’s current or future Affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area; (ii) any joint venture or partnership agreement; (iii) any agreement that involves future expenditures or receipts by the Company, any Company Subsidiary or CPS of more than $750,000 in any one year period that cannot be terminated on less than ninety (90) days notice without material payment or penalty; (iv) any acquisition agreement with is a purchase price in excess of $500,000 or that contains “earn-out” provisions or other contingent payment obligations; (v) any divestiture agreement with a purchase price in excess of $500,000 or that contains ongoing indemnification obligations or other material obligations; (vi) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $500,000; (vii) any lease, sublease or other similar Contract, in each case with respect to the Leased Real Property (“Lease Agreements”); (viii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC); (ix) any Contract with (A) any Governmental Entity, (Bii) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”); (x) any consulting arrangement with a physician; (xi) any other agreement which would prohibit or materially delay the consummation of the Offer Merger, (iii) relates to a joint venture, partnership, limited liability or other similar agreement or arrangement relating to the Merger formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and the Company Subsidiaries, taken as a whole, (iv) involves any exchange-traded or over-the-counter swap, forward, future, option, cap, floor or collar financial contract or any other transaction contemplated interest rate or foreign currency protection contract, (v) is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of indebtedness providing for borrowings in excess of $10,000,000, (vi) prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of the Company Subsidiaries, prohibits the pledging of the capital stock of the Company or any Company Subsidiary or prohibits the issuance of guarantees by this Agreement any Company Subsidiary, (vii) is a Material Revenue Producing Contract, (viii) relates to any acquisition by the Company or the Company Subsidiaries pursuant to which the Company or any of the Company Subsidiaries has continuing “earn-out” or other contingent payment obligations, in each case, that would result, reasonably be expected to result in payments in excess of $10,000,000 or be reasonably likely (ix) contains covenants materially limiting the ability of the Company or any Company Subsidiary to result, engage in a Company Material Adverse Effectany line of business or to compete with any Person or operate at any location. Each Contract of the type described in this Section 3.15(a) 4.10.1 is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been provided by the Company to Parent, or publicly filed with the SEC. (b) Except as has not had and would not reasonably be expected to havefor matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect: , (i) each Company Material Contract is a validlegal, valid and binding and enforceable obligation of the CompanyCompany or a Company Subsidiary, as applicable, in full force and effect and enforceable against the Company Subsidiaries or CPS and, to the Knowledge of the Company, of the other party or parties thereto, a Company Subsidiary in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcythe Bankruptcy and Equity Exception, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (2) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) to the Company’s Knowledge, each Company Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect andand enforceable against such counterparty in accordance with its terms, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence; (iii) neither the Company, each Company nor any Company Subsidiary and CPS has performed all obligations required to be performed by it under each Company Material Contract and, to the Knowledge of the Company’s Knowledge, each other party to each Company Material Contract has performed all obligations required no counterparty, is or is alleged to be performed by it under such in breach or violation of, or default under, any Company Material Contract; , (iv) none of neither the Company, Company nor any Company Subsidiary has received any claim of default under any Company Material Contract, (v) to the Company’s Knowledge, no event has occurred which would result in a breach or CPS knows violation of, or has received notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) , any Company Material Contract (in each case, with or any other Contract to which it is a party without notice or by which it lapse of time or any of its properties or assets is bound or affected; both) and (vvi) none of the Company, any Company Subsidiary or CPS has not received any notice from any other party to any such Company Material Contract, or and otherwise has any Knowledge, no Knowledge that such party Third Party intends to terminate, or not renew, renew any such Company Material Contract, or is seeking the renegotiation thereof in any material respect or substitute performance thereunder in any material respect. As of the date hereof, true and correct copies of all Company Material Contracts are either publicly filed with the SEC or the Company has made available to Parent copies of such contracts. Section 4.10.2 Section 4.10.2 of the Company Disclosure Schedule sets forth (i) a list of any agreement, instrument or other obligation pursuant to which any indebtedness for borrowed money of the Company or any Company Subsidiary in an aggregate principal amount in excess of $10,000,000 is outstanding or may be incurred, (ii) the respective principal amounts outstanding thereunder as of April 30, 2007, and (iii) a list of any agreements that relate to guarantees by the Company or any Company Subsidiary of indebtedness of any other Person in excess of $10,000,000.

Contracts; Indebtedness. (a) Except as disclosed in Section 3.15(a5.11, Section 5.13(a) or Section 5.21(a) of the Company Disclosure Schedule sets forth a true and complete list of each Contract to which Schedule, neither the Company, Company nor any Company Subsidiary or CPS is a party to or which binds bound by, or affects their respective properties otherwise has any liability or assetsresponsibility under, and which falls within any of the following categoriesContract that: (i) any agreement that limits in any material respect the freedom as of the Companydate hereof, any Company Subsidiary, CPS or any of the Company’s current or future Affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area; (ii) any joint venture or partnership agreement; (iii) any agreement that involves future expenditures or receipts by the Company, any Company Subsidiary or CPS of more than $750,000 in any one year period that cannot be terminated on less than ninety (90) days notice without material payment or penalty; (iv) any acquisition agreement with is a purchase price in excess of $500,000 or that contains “earn-out” provisions or other contingent payment obligations; (v) any divestiture agreement with a purchase price in excess of $500,000 or that contains ongoing indemnification obligations or other material obligations; (vi) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $500,000; (vii) any lease, sublease or other similar Contract, in each case with respect to the Leased Real Property (“Lease Agreements”); (viii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC); (ixii) relates to a joint venture, partnership, limited liability or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and the Company Subsidiaries, taken as a whole, or in which the Company owns more than a fifteen percent (15%) voting or economic interest, or that has a value of more than $200,000 in the aggregate; (iii) relates to any indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other Contract with relating to indebtedness for borrowed money or deferred payment (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $200,000; (iv) prohibits the payment of dividends or distributions in respect of any Equity Interest of the Company or any of the Company Subsidiaries, prohibits the pledging of any Equity Interest of the Company or any Company Subsidiary or prohibits the issuance of guarantees by any Company Subsidiary; (v) requires or is reasonably likely to require (A) any Governmental Entity, annual payments from Third Parties to the Company and the Company Subsidiaries of at least $200,000 in the aggregate or (B) any prime contractor annual payments from the Company and the Company Subsidiaries to Third Parties of at least $200,000 in the aggregate; (vi) relates to any Governmental Entity acquisition by the Company or any of the Company Subsidiaries pursuant to which the Company or any of the Company Subsidiaries has continuing indemnification, “earn-out” or other contingent payment or guarantee obligations, in each case, that could result in payments in excess of $200,000; (provided that such Contract relates to a Government Contract vii) involves any five percent (5%) stockholders of such prime contractorthe Company or any of their Affiliates (other than the Company or any Company Subsidiary); (viii) involves any employees or individual consultants of the Company or any Company Subsidiary whose annual base salary exceeds $150,000 or creates compensation, severance, stock, stock option, severance or any similar obligations for the Company or any Company Subsidiary, or requires payment of total annual compensation in excess of $200,000; (Cix) contains any subcontractor covenant that (A) limits the ability of the Company or any Company Subsidiary to engage in any Governmental Entity line of business or to compete with any prime contractor Person or subcontractor operate at any location or (B) prohibits or limits the right of the Company or any of the Company Subsidiaries to make, sell or distribute any Governmental Entity products or services or use, transfer, license, distribute or enforce any of their respective Intellectual Property rights (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”including any settlement or coexistence agreements); (x) contains any consulting arrangement with a physiciancovenant granting “most favored nation” status that, following the consummation of the Offer and/or the Merger, would apply to or be affected by actions taken by Parent, the Surviving Corporation and/or their respective Subsidiaries or Affiliates; (xi) contains any material employee “non-solicitation” or “no-hire” provision by which the Company is restricted; (xii) provides for the grant of a material license or other material right with respect to or otherwise involving any Intellectual Property rights owned or used by the Company or any Company Subsidiary, including all content licenses (except for commercially available off-the-shelf software with a replacement cost and/or annual license fees of less than $25,000 or licenses to customers and end users granted in the ordinary course of business); (xiii) provides for indemnification by the Company or any of the Company Subsidiaries of any Person, except for any such Contract that is (A) not material to the Company or any of the Company Subsidiaries or (B) entered into in the ordinary course of business consistent with past practice; (xiv) contains a put, call, agreement or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, as applicable, any Equity Interests of any Person or assets that have a fair market value or purchase price of more than $200,000; (xv) is a collective bargaining agreement; (xvi) is a settlement, conciliation or similar agreement with any Governmental Entity or which would prohibit require the Company or materially delay any Company Subsidiary to pay consideration of more than $200,000 after the consummation date of this Agreement; or (xvii) involves any exchange traded or over the Offer counter swap, forward, future, option, cap, floor or the Merger collar financial contract, or any other transaction contemplated by this Agreement interest rate, commodity price, equity value or that would result, or be reasonably likely to result, in a Company Material Adverse Effectforeign currency protection contract. Each Contract of the type described in this Section 3.15(a5.13(a) or set forth on Section 5.11 or Section 5.21(a) of the Company Disclosure Schedule is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been provided by the Company to Parent, or publicly filed with the SEC.” (b) Except as has not had and for matters that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect: , (i) each Company Material Contract is a validlegal, valid and binding and enforceable obligation of the CompanyCompany or a Company Subsidiary, as applicable, in full force and effect and enforceable against the Company Subsidiaries or CPS and, to the Knowledge of the Company, of the other party or parties thereto, a Company Subsidiary in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcythe Bankruptcy Exception, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (2) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence; (iii) the Company, each Company Subsidiary and CPS has performed all obligations required to be performed by it under each Company Material Contract and, to the Knowledge of the Company, each other party to each Company Material Contract has performed all obligations required is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy Exception, (iii) neither the Company nor any Company Subsidiary and, to the Company’s Knowledge, no counterparty, is or is alleged to be performed by it under such in breach or violation of, or default under, any Company Material Contract; , (iv) none of since January 1, 2008, neither the Company, Company nor any Company Subsidiary has received any written claim of default under any Company Material Contract, (v) to the Company’s Knowledge, no event has occurred which would result in a breach or CPS knows violation of, or has received notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) , any Company Material Contract (in each case, with or any other Contract to which it is a party without notice or by which it lapse of time or any of its properties or assets is bound or affected; both) and (vvi) none of since January 1, 2008, the Company, any Company Subsidiary or CPS has not received any written notice from any other party to any such Company Material Contract, or otherwise has any Knowledge, Contract stating that such party Third Party intends to terminate, or not renew, renew any such Company Material Contract, or is seeking the renegotiation thereof or substitute performance thereunder. Complete and correct copies of all Company Material Contracts have been either publicly filed with the SEC or made available to Parent by the Company.

Contracts; Indebtedness. (a) Section 3.15(a) of Neither the Company Disclosure Schedule sets forth a true and complete list of each Contract to which the Company, nor any Company Subsidiary or CPS is a party to or which binds bound by, or affects their respective properties otherwise has any actual or assetspotential liability or responsibility under, and which falls within any of the following categoriesContract that: (i) any agreement that limits in any material respect the freedom as of the Companydate hereof, any Company Subsidiary, CPS is or any of the Company’s current or future Affiliates would be required to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area; (ii) any joint venture or partnership agreement; (iii) any agreement that involves future expenditures or receipts be filed by the Company, any Company Subsidiary or CPS of more than $750,000 in any one year period that cannot be terminated on less than ninety (90) days notice without material payment or penalty; (iv) any acquisition agreement with as a purchase price in excess of $500,000 or that contains “earn-out” provisions or other contingent payment obligations; (v) any divestiture agreement with a purchase price in excess of $500,000 or that contains ongoing indemnification obligations or other material obligations; (vi) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $500,000; (vii) any lease, sublease or other similar Contract, in each case with respect to the Leased Real Property (“Lease Agreements”); (viii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC)) or disclosed by the Company on a Current Report on Form 8-K; (ixii) any Contract with (A) any Governmental Entity, (B) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”); (x) any consulting arrangement with a physician; (xi) any other agreement which would prohibit or materially delay the consummation of the Offer or Offer, the Merger or otherwise materially impair the ability of the Company to perform its obligations hereunder; (iii) constitutes or relates to any other transaction contemplated by this Agreement or that would resultindenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage, letter of credit, or be other Contract or similar instrument relating to indebtedness (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of the Company Subsidiaries, prohibits the pledging of the capital stock of the Company or any Company Subsidiary or prohibits the issuance of guarantees by any Company Subsidiary; (v) requires or is reasonably likely to resultrequire either (x) annual payments from Third Parties to the Company and the Company Subsidiaries of at least $1,000,000 in the aggregate or (y) annual payments from the Company and Company Subsidiaries to Third Parties of at least $1,000,000 in the aggregate; (vi) relates to any agreement with any customer or supplier set forth on, or required to be set forth on, Section 5.22 of the Company Disclosure Schedule; (vii) relates to any acquisition of any business or significant assets by the Company or its Subsidiaries pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment or guarantee obligations; (viii) to the Company’s Knowledge, contains any covenant that (w) limits the right or ability of the Company or any Company Subsidiary (or, after the Acceptance Time, Parent, the Surviving Corporation, or their respective Subsidiaries) to engage in any line of business or to compete with any Person or operate at any location, (x) could require the disposition of any material assets or line of business of the Company or any Company Subsidiary (or, after the Acceptance Time, Parent, the Surviving Corporation, or their respective Subsidiaries), (y) prohibits or limits the right of the Company or any of its Subsidiaries to make, sell, supply, market, distribute or commercialize any products or services or use, transfer, license, distribute, enforce or dispose of any of their respective Intellectual Property rights, or (z) otherwise purports to bind Affiliates (or would, after the Acceptance Time or Closing, purport to bind Parent or any of its Subsidiaries other than the Company and the Company Subsidiaries); (ix) contains any covenant the performance of which is material to the Company and the Company Subsidiaries taken as a whole (x) providing for any Third Party to be the exclusive, preferred or sole source provider of any product or service to the Company or any Company Subsidiary or that otherwise involves the granting by the Company or any Company Subsidiary to any Third Party of exclusive or preferred rights, (y) granting to any Third Party a right of first refusal or right of first offer on the sale of any part of its assets or business, or (z) granting to any Third Party “most favored nation” status that, following the consummation of the Offer and/or the Merger, would apply to or be affected by actions taken by Parent, the Surviving Corporation and/or their respective Subsidiaries or Affiliates; (x) requires the Company or any Company Subsidiary to sell an unlimited amount of product or purchase a fixed minimum amount of product from any Third Party for a fixed term of a minimum of one (1) year; (xi) provides for the (A) assignment or ownership of, or the grant of a license or a covenant not to xxx or any other right with respect to, any Intellectual Property, whether to or by the Company or any Company Subsidiary (other than licenses to commercially available unmodified off-the-shelf software) or (B) source code escrow; (xii) contains a put, call or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, as applicable, any Equity Interests of any Person or assets that have a fair market value or purchase price of more than $250,000; (xiii) is a collective bargaining agreement or other Contract with any labor union, works council, or similar employee representative; (xiv) is a settlement or conciliation agreement with any Governmental Entity that would require the Company or any Company Subsidiary to pay consideration of more than $100,000 after the date of this Agreement; (xv) involves any exchange-traded or over-the-counter swap, forward, future, option, cap, floor or collar financial contract, or any other interest-rate, commodity price, equity value or foreign currency protection contract; (xvi) is between the Company or any Company Subsidiary on the one hand and: (i) any Third Party with respect to the sale, purchase or exchange of electricity, capacity, ancillary services, natural gas or other fuels, demand response services, emissions allowances, renewable energy certificates, transmission or transportation, or derivatives or hedging transactions with respect to the foregoing, or any scheduling agreements, energy, fuel or hedging management agreements, in which the Company or any Company Subsidiary has paid in excess of $1,000,000 for the twelve (12)-month period ended as of December 31, 2011; (ii) any independent systems operator, regional transmission operator or similar “grid” operator on the other hand; or (iii) any public utility commission, on the other hand; or (xvii) any agreement for the employment of any individual on a Company Material Adverse Effect. full-time, part-time, consulting, or other basis that provides severance benefits or benefits payable upon a “change of control.” (b) Each Contract of the type described in this Section 3.15(a5.10(a) or set forth on, or required to be set forth on, Section 5.8 or Section 5.14(b) of the Company Disclosure Schedule is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been provided by the Company to Parent, or publicly filed with the SEC. (b) Except as has not had and would not reasonably be expected to havefor matters that, individually or in the aggregate, would not have a material impact on the Company Material Adverse Effect: and the Company Subsidiaries, taken as a whole, (i) each Company Material Contract is a validlegal, valid and binding and enforceable obligation of the CompanyCompany or a Company Subsidiary, as applicable, in full force and effect and enforceable against the Company Subsidiaries or CPS and, to the Knowledge of the Company, of the other party or parties thereto, a Company Subsidiary in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcythe Bankruptcy Exception, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (2) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) each Company Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect andand enforceable against such counterparty in accordance with its terms, upon consummation of subject to the Offer or the MergerBankruptcy Exception, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence; (iii) neither the Company, each Company nor any Company Subsidiary and CPS has performed all obligations required to be performed by it under each Company Material Contract and, to the Knowledge of the Company’s Knowledge, each other party to each Company Material Contract has performed all obligations required no counterparty, is or is alleged to be performed by it under such in breach or violation of, or default under, any Company Material Contract; , (iv) none of neither the Company, Company nor any Company Subsidiary has received any claim of default under any Company Material Contract, (v) no event has occurred which would result in a breach or CPS knows violation of, or has received notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) , any Company Material Contract (in each case, with or any other Contract to which it is a party without notice or by which it lapse of time or any of its properties or assets is bound or affected; both), and (vvi) none of the Company, any Company Subsidiary or CPS has not received any notice from any other party to any such Company Material Contract, or and otherwise has any Knowledge, no Knowledge that such party Third Party intends to terminate, or not renew, renew any such Company Material Contract, or is seeking the renegotiation thereof or substitute performance thereunder. Complete and correct copies of all Company Material Contracts (including all amendments or modifications thereto) have been either publicly filed with the SEC or made available to Parent by the Company. (c) Section 5.10(c) of the Company Disclosure Schedule sets forth (i) a list of any agreement, instrument or other obligation pursuant to which any indebtedness for borrowed money of the Company or any Company Subsidiary in an aggregate principal amount in excess of $100,000 is outstanding or may be incurred, (ii) the respective principal amounts outstanding thereunder as of the date of this Agreement, and (iii) a list of any agreements that relate to guarantees by the Company or any Company Subsidiary of indebtedness of any other Person in excess of $100,000.

Contracts; Indebtedness. (a) Section 3.15(a4.10.1 Except as disclosed in Sections 4.9.1, 4.9.4, 4.9.6, 4.10.1, 4.10.2 or 4.16(b) of the Company Disclosure Schedule sets forth a true and complete list of each Contract to which Schedule, neither the Company, Company nor any Company Subsidiary or CPS is a party to or which binds or affects their respective properties or assets, and which falls within bound by any of the following categories: Contract that (i) any agreement that limits in any material respect the freedom as of the Companydate hereof, any Company Subsidiary, CPS or any of the Company’s current or future Affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area; (ii) any joint venture or partnership agreement; (iii) any agreement that involves future expenditures or receipts by the Company, any Company Subsidiary or CPS of more than $750,000 in any one year period that cannot be terminated on less than ninety (90) days notice without material payment or penalty; (iv) any acquisition agreement with is a purchase price in excess of $500,000 or that contains “earn-out” provisions or other contingent payment obligations; (v) any divestiture agreement with a purchase price in excess of $500,000 or that contains ongoing indemnification obligations or other material obligations; (vi) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $500,000; (vii) any lease, sublease or other similar Contract, in each case with respect to the Leased Real Property (“Lease Agreements”); (viii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC); (ix) any Contract with (A) any Governmental Entity, (Bii) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”); (x) any consulting arrangement with a physician; (xi) any other agreement which would prohibit or materially delay the consummation of the Offer Merger, (iii) relates to a joint venture, partnership, limited liability or other similar agreement or arrangement relating to the Merger formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and the Company Subsidiaries, taken as a whole, (iv) involves any exchange-traded or over-the-counter swap, forward, future, option, cap, floor or collar financial contract or any other transaction contemplated interest rate or foreign currency protection contract, (v) is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of indebtedness providing for borrowings in excess of $10,000,000, (vi) prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of the Company Subsidiaries, prohibits the pledging of the capital stock of the Company or any Company Subsidiary or prohibits the issuance of guarantees by this Agreement any Company Subsidiary, (vii) is a Material Revenue Producing Contract, (viii) relates to any acquisition by the Company or the Company Subsidiaries pursuant to which the Company or any of the Company Subsidiaries has continuing “earn-out” or other contingent payment obligations, in each case, that would result, reasonably be expected to result in payments in excess of $10,000,000 or be reasonably likely (ix) contains covenants materially limiting the ability of the Company or any Company Subsidiary to result, engage in a Company Material Adverse Effectany line of business or to compete with any Person or operate at any location. Each Contract of the type described in this Section 3.15(a) 4.10.1 is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been provided by the Company to Parent, or publicly filed with the SEC. (b) Except as has not had and would not reasonably be expected to havefor matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect: , (i) each Company Material Contract is a validlegal, valid and binding and enforceable obligation of the CompanyCompany or a Company Subsidiary, as applicable, in full force and effect and enforceable against the Company Subsidiaries or CPS and, to the Knowledge of the Company, of the other party or parties thereto, a Company Subsidiary in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally the Bankruptcy and (2) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence; (iii) the Company, each Company Subsidiary and CPS has performed all obligations required to be performed by it under each Company Material Contract and, to the Knowledge of the Company, each other party to each Company Material Contract has performed all obligations required to be performed by it under such Company Material Contract; (iv) none of the Company, any Company Subsidiary or CPS knows of, or has received notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound or affected; and (v) none of the Company, any Company Subsidiary or CPS has received any notice from any other party to any such Company Material Contract, or otherwise has any Knowledge, that such party intends to terminate, or not renew, any such Company Material Contract.Equity 25

Contracts; Indebtedness. (a) Section 3.15(a3.14(a) of the Company Disclosure Schedule sets forth a true an accurate and complete list of each Contract to which the Company, Company or any Company Subsidiary or CPS is a party or which binds or affects their respective properties or assets, and which falls within any of the following categories: (i) any agreement Contract that limits in any material respect limits, or that after the Effective Time would limit, the freedom of the Company, any Company Subsidiary, CPS Subsidiary or any of the Company’s current or future Affiliates affiliates (including Parent after the Effective Time) to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area, or to hire any individual or group of individuals; (ii) any Contract that relates to a partnership, joint venture or partnership agreementrelationship for joint marketing or joint development with any other Person; (iii) any agreement Contract that involves future expenditures or receipts by the Company, Company or any Company Subsidiary or CPS of more than $750,000 200,000 in any one year period that cannot be terminated (provided that, with respect to the Company’s customer Contracts entered into in the ordinary course consistent with past practice and on less than ninety (90the form set forth in Section 3.14(e)(i) days notice without material payment or penaltyof the Company Disclosure Schedule, this Section 3.14(a) shall only apply to Contracts with Significant Customers); (iv) any Contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (v) any Contract that grants any right of first refusal or right of first offer or similar right with respect to any material assets of the Company or any Company Subsidiary; (vi) any acquisition agreement Contract with a purchase price in excess of $500,000 200,000 or that contains “earn-out” provisions or other contingent payment obligations; (vvii) any sale or divestiture agreement Contract with a purchase price in excess of $500,000 200,000 or that contains ongoing indemnification obligations or other material obligations; (viviii) any Contract which is likely to involve consideration of more than $200,000, in the aggregate, paid to or received by, the Company or the Company Subsidiaries over the remaining term of such Contract (provided that, with respect to the Company’s customer Contracts entered into in the ordinary course consistent with past practice and on the form set forth in Section 3.14(e)(i) of the Company Disclosure Schedule, this Section 3.14(a) shall only apply to Contracts with Significant Customers); (ix) each Contract with a Governmental Entity that involved aggregate payments of over $100,000 in 2010 or is reasonably likely to involve aggregate payments of over $100,000 in 2011; (x) any Contract that contains obligations of the Company or any Company Subsidiary secured by a Lien (other than a Permitted Lien), or provides for interest rate or currency hedging arrangements, in each case in connection with which the aggregate actual or contingent obligations of the Company and the Company Subsidiaries under such Contract are greater than $200,000; (xi) any Contract for the employment or engagement of any officer, employee, consultant or other individual, including any Benefit Agreement, providing for aggregate annual payments by the Company or any Company Subsidiary in excess of $200,000; (xii) any Contract or plan, including any stock option or equity plan, that may or will increase, or accelerate the vesting of, the benefits to any party by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits which will be calculated on the basis of any of the transactions contemplated by this Agreement; (xiii) any collective bargaining agreement or other Contract with any labor union or severance or termination pay agreements, programs or policies; (xiv) any Contract relating to indebtedness for borrowed money or any financial guaranty in excess of $500,000100,000 individually; (viixv) any lease, sublease or other similar Contract, in each case Contract with respect to the Leased Real Property (“Lease Agreements”); (viiixvi) any Contract related to the development, distribution, or provision of any Company Intellectual Property or Company Offerings, and any Contract related to the support or maintenance of any Company Intellectual Property or Company Offerings that requires payment in excess of $10,000 per year individually; (xvii) any Contract that concerns protection of, or imposes any obligations with respect to use or disclosure of, Trade Secrets other than Contracts on Company’s applicable standard form non-disclosure agreement without substantive changes; (xviii) any other Contract, whether or not made in the ordinary course of business, that is material to the Company and the Company Subsidiaries, taken as a whole, or the conduct of their respective businesses, or the absence of which would have a Company Material Adverse Effect; and (xix) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);. (ixb) any Contract with (A) any Governmental Entity, (B) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”); (x) any consulting arrangement with a physician; (xi) any other agreement which would prohibit or materially delay the consummation of the Offer or the Merger or any other transaction contemplated by this Agreement or that would result, or be reasonably likely to result, in a Company Material Adverse Effect. Each Contract of the type described in this Section 3.15(a3.14(a) and each Company Intellectual Property Contract (other than Unscheduled Outbound IP Contracts and Unscheduled Inbound IP Contracts) is referred to herein as a “Company Material Contract.” True Accurate and complete copies of each Company Material Contract have been provided or made available by the Company to Parent, or publicly filed with the SEC. (bc) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Each Company Material Contract is a legally valid, binding and enforceable obligation of the Company, Company or the Company Subsidiaries or CPS and, to the Knowledge knowledge of the Company, of the other party or parties thereto, in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency or other and similar laws, now or hereafter in effect, Laws affecting creditors’ rights generally and (2) the remedy subject, as to enforceability, to general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; equity, (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or and the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence; , (iii) the Company, Company and each Company Subsidiary and CPS has in all material respects performed all the obligations required to be performed by it under each Company Material Contract andContract, to the Knowledge of the Company, each other party to each Company Material Contract has performed all obligations required to be performed by it under such Company Material Contract; (iv) none of the Company, Company or any Company Subsidiary or CPS knows of, or has received notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound or affected; and (v) none of neither the Company, Company nor any Company Subsidiary or CPS has received any notice from any other party to any such Company Material Contract, or and otherwise has any Knowledgeno knowledge, that such party intends to terminate, or not renew, any such Company Material Contract. (d) There are no outstanding amounts payable to or receivable from, or advances by the Company or any Company Subsidiary to, and neither the Company nor any Company Subsidiary is otherwise a creditor or debtor to, or party to any Contract or transaction with, any holder of 5% or more of the Company Common Stock or any director, officer, employee or affiliate of the Company or any Company Subsidiary, or to any relative of any of the foregoing, except for employment or compensation agreements or arrangements with directors, officers and employees made in the ordinary course of business consistent with past practice. (e) The Company provides services to its customers under the terms of the warranty described in Section 3.14(e)(i) of the Company Disclosure Schedule. Neither the Company nor any Company Subsidiary currently has or previously has had, any material disputes concerning its services with any of the 30 largest customers of the Company or any Company Subsidiary in 2010, or for 2011 to date, based on amounts paid or payable by such Person during each such period (each, a “Significant Customer”), and the Company has no knowledge of any material dissatisfaction on the part of any such Significant Customer or any facts or circumstances that would lead to such material dissatisfaction. Each Significant Customer is listed on Section 3.14(e)(ii) of the Company Disclosure Schedule. Neither the Company nor any Company Subsidiary has received written or, to the knowledge of the Company, oral notice from any Significant Customer that such Significant Customer shall not continue as a customer of the Company or any Company Subsidiary, as applicable, or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company or any Company Subsidiary (or the Surviving Corporation or Parent). (f) Neither the Company nor any Company Subsidiary currently has or previously has had any material dispute concerning products and/or services provided by any supplier who was one of the 15 largest suppliers of products and/or services to the Company or any Company Subsidiary in 2010, or for 2011 to date, based on amounts paid or payable by such Person during each such period (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier or any facts or circumstances that would lead to such material dissatisfaction. Each Significant Supplier is listed on Section 3.14(f) of the Company Disclosure Schedule. Neither the Company nor any Company Subsidiary has received written or, to the knowledge of the Company, oral notice from any Significant Supplier that such Significant Supplier shall not continue as a supplier to the Company or any Company Subsidiary, as applicable, or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company or any Company Subsidiary (or the Surviving Corporation or Parent). Each of the Company and the Company Subsidiaries has access, on commercially reasonable terms, to all products and services reasonably necessary to conduct their business as currently conducted, and the Company has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.

Contracts; Indebtedness. (a) Section 3.15(a3.13(a) of the Company Disclosure Schedule Letter sets forth a true and complete list of each Contract to which the Company, Company or any Company Subsidiary or CPS is a party or which binds or affects their respective properties or assets, and which falls within any of the following categories: : (i) any agreement that limits in any material respect the freedom of the Company, any Company Subsidiary, CPS Subsidiary or any of the Company’s current or future Affiliates affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area; , or to hire any individual or group of individuals, (ii) any agreement that, after the Effective Time, would have the effect of limiting the freedom of Parent or any of its Subsidiaries or current or future affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area, or to hire any individual or group of individuals, (iii) any joint venture or partnership agreement; , (iiiiv) any agreement with a supplier or a customer providing for annual payments or receipts in excess of $250,000 with a term in excess of one year, (v) any agreement that involves future expenditures or receipts by the Company, Company or any Company Subsidiary or CPS of more than $750,000 100,000 in any one year period period, (vi) any agreement that cannot be terminated on less than ninety by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary, (90vii) days notice without any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company of any Company Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material payment amount of assets or penalty; businesses, (ivviii) any acquisition agreement with a purchase price in excess of $500,000 or 100,000, and that contains “earn-out” provisions or other contingent payment obligations; obligations that are still effective as of the date of this Agreement, (vix) any divestiture agreement with a purchase price in excess of $500,000 or 100,000 within the last five years since the date of this Agreement, and that contains ongoing material indemnification obligations or other material obligations; , (vix) any material agreement or plan that will increase, or accelerate the vesting of, the benefits to any party by the occurrence of any of the transactions contemplated by this Agreement, or will calculate the value of any of the benefits to any party on the basis of any of the transactions contemplated by this Agreement, (xi) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $500,000; guaranty, (viixii) any material lease, sublease or other similar Contract, in each case Contract with respect to the Leased Real Property (“Lease Agreements”); , (viiixiii) any material license or Contract relating to the Material Intellectual Property, (xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ix) any Contract with (A) any Governmental Entity, (B) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”); (x) any consulting arrangement with a physician; (xixv) any other agreement which would prohibit or materially delay the consummation of the Offer or the Merger or any other transaction contemplated by this Agreement or that would result, or be reasonably likely to result, in a Company Material Adverse EffectAgreement. Each Contract of the type described in this Section 3.15(a3.12(a) is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been provided by the Company to Parent, or publicly filed with the SEC. (b) Except as has had not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect or except as set forth in Section 3.13(b) of the Disclosure Letter: (i) each Company Material Contract is a valid, binding and enforceable obligation of the Company, Company or the Company Subsidiaries or CPS and, to the Knowledge knowledge of the Company, of the other party or parties thereto, in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (2) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence; (iii) the Company, Company and each Company Subsidiary and CPS has in all material respects performed all obligations required to be performed by it under each Company Material Contract and, to the Knowledge knowledge of the Company, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract; (iv) none of the Company, Company or any Company Subsidiary or CPS knows of, or has received notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound or affected; and (v) none of neither the Company, Company nor any Company Subsidiary or CPS has received any notice from any other party to any such Company Material Contract, or and otherwise has any Knowledgeno knowledge, that such party intends to terminate, or not renew, any such Company Material Contract. (c) Section 3.13(c) of the Company Disclosure Letter sets forth all Indebtedness of the Company and its Subsidiaries as of the date hereof. (d) B+W II, Inc., an Ohio corporation, (i) has no material non-cash or non-cash equivalent assets, (ii) has no material liabilities or material Indebtedness and (iii) is not party to any material Contract.

Contracts; Indebtedness. (a) Except as disclosed in Section 3.15(a5.11, Section 5.13(a), Section 5.17 or Section 5.20(a) of the Company Disclosure Schedule sets forth a true and complete list of each Contract to which Schedule, neither the Company, Company nor any Company Subsidiary or CPS is a party to or which binds bound by, or affects their respective properties otherwise has any liability or assetsresponsibility under, and which falls within any of the following categoriesContract that: (i) any agreement that limits in any material respect the freedom as of the Companydate hereof, any Company Subsidiary, CPS or any of the Company’s current or future Affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area; (ii) any joint venture or partnership agreement; (iii) any agreement that involves future expenditures or receipts by the Company, any Company Subsidiary or CPS of more than $750,000 in any one year period that cannot be terminated on less than ninety (90) days notice without material payment or penalty; (iv) any acquisition agreement with is a purchase price in excess of $500,000 or that contains “earn-out” provisions or other contingent payment obligations; (v) any divestiture agreement with a purchase price in excess of $500,000 or that contains ongoing indemnification obligations or other material obligations; (vi) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $500,000; (vii) any lease, sublease or other similar Contract, in each case with respect to the Leased Real Property (“Lease Agreements”); (viii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of promulgated by the SEC); (ixii) any Contract with (A) any Governmental Entity, (B) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”); (x) any consulting arrangement with a physician; (xi) any other agreement which would prohibit or materially delay the consummation of the Offer or Offer, the Merger or any of the other transaction transactions contemplated hereby or otherwise materially impair the ability of the Company to perform its obligations hereunder; (iii) relates to a joint venture, partnership, limited liability or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture; (iv) relates to any indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other Contract relating to indebtedness for borrowed money or deferred payment (in either case, whether incurred, assumed, guaranteed or secured by this Agreement any asset) in excess of $250,000; (v) prohibits the payment of dividends or that would resultdistributions in respect of any Equity Interest of the Company or any of the Company Subsidiaries, prohibits the pledging of any Equity Interest of the Company or be any Company Subsidiary or prohibits the issuance of guarantees by any Company Subsidiary; (vi) requires or is reasonably likely to resultrequire either (A) annual payments from Third Parties to the Company and the Company Subsidiaries of at least $1,000,000 in the aggregate or (B) annual payments from the Company and Company Subsidiaries to Third Parties of at least $1,000,000 in the aggregate; (vii) relates to any acquisition by the Company or any of the Company Subsidiaries pursuant to which the Company or any of the Company Subsidiaries has continuing indemnification, “earn-out” or other contingent payment or guarantee obligations, in each case, that could result in payments in excess of $1,000,000; (viii) involves any directors, executive officers (as such term is defined in the Exchange Act) or five percent (5%) stockholders of the Company or any of their Affiliates (other than the Company or any Company Subsidiary) or immediate family members; (ix) involves any employees or consultants of the Company or any Company Subsidiary (other than executive officers (as such term is defined in the Exchange Act)) and creates severance, stock, stock option, severance or any similar obligations for the Company or any Company Subsidiary, or requires payment of total annual compensation in excess of $250,000; (x) contains any covenant that (A) limits the ability of the Company or any Company Subsidiary (or, after the Acceptance Time, Parent, the Surviving Corporation, or their respective Subsidiaries) to engage in any line of business or to compete with any Person or operate at any location, (B) could require the disposition of any material assets or line of business of the Company or any Company Subsidiary (or, after the Acceptance Time, Parent, the Surviving Corporation, or their respective Subsidiaries), or (C) prohibits or limits the right of the Company or any of the Company Subsidiaries to research, develop, manufacture, supply, test, distribute, market, promote, license, offer for sale, sell, import or otherwise commercialize any Products or services or use, transfer, license, distribute, maintain or enforce any of their respective Intellectual Property rights (including any settlement or coexistence agreements); (xi) (A) provides for exclusivity or any similar requirement or pursuant to which the Company or any of its Subsidiaries is restricted in any way with respect to the research, development, manufacturing, supply, testing, distribution, marketing, promotion, licensing, offering for sale, sale or importation or other commercialization of any Product or service of the Company, or (B) after the Effective Time would restrict Parent or any of its Subsidiaries in any material respect with respect to any Product or service; (xii) requires indemnification, future payments or expenditures by or on behalf of the Company and relating to cleanup, abatement, remediation or similar actions in connection with environmental liabilities; (xiii) is a material Contract and contains “change of control”, restrictions on assignment or similar provisions; (xiv) contains a standstill or similar agreement pursuant to which one party has agreed not to acquire assets or securities of the other party or any of its Affiliates, or which contains any “non-solicitation”, “no-hire” or similar provision; (xv) is a Contract relating to the licensing of or covenanting not to xxx with respect to any Intellectual Property by the Company Material Adverse Effector any Company Subsidiary to any Person or by any Person to the Company or any Company Subsidiary, and all other Contracts relating to or affecting the Company’s or any of the Company Subsidiaries’ ability to own, use, transfer, license, disclose or enforce any Intellectual Property (including all co-existence agreements, joint development agreements, research and development agreement, Software escrow agreements, agreements relating to Source Code and excluding agreements for the license of Off-the-Shelf Software); (xvi) provides for indemnification by the Company or any of the Company Subsidiaries of any Person, except for any such Contract that is (A) not material to the Company or any of the Company Subsidiaries and (B) entered into in the ordinary course of business consistent with past practice; (xvii) contains a put, call, agreement or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, as applicable, any Equity Interests of any Person or assets that have a fair market value or purchase price of more than $100,000; (xviii) is a collective bargaining agreement; (xix) is a settlement, conciliation or similar agreement with any Governmental Entity or which would require the Company or any Company Subsidiary to pay consideration of more than $250,000 after the date of this Agreement; (xx) involves any exchange-traded or over-the-counter swap, forward, future, option, cap, floor or collar financial contract, or any other interest-rate, commodity price, equity value or foreign currency protection contract; or (xxi) contains any covenant granting “most favored nation” status that, following the consummation of the Offer and/or the Merger, would apply to or be affected by actions taken by Parent, the Surviving Corporation and/or their respective Subsidiaries or Affiliates. Each Contract of the type described in this Section 3.15(a5.13(a) or set forth on Section 5.11, Section 5.14 or Section 5.20(a) of the Company Disclosure Schedule is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been provided by the Company to Parent, or publicly filed with the SEC.” (b) Except as has not had and would not reasonably be expected to havefor matters that, individually or in the aggregate, have not had and would not be reasonably expected to have a Company Material Adverse Effect: , (i) each Company Material Contract is a validlegal, valid and binding and enforceable obligation of the CompanyCompany or a Company Subsidiary, as applicable, in full force and effect and enforceable against the Company Subsidiaries or CPS and, to the Knowledge of the Company, of the other party or parties thereto, a Company Subsidiary in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws of general applicability relating to or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (2) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; “Bankruptcy Exception”), (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence; (iii) the Company, each Company Subsidiary and CPS has performed all obligations required to be performed by it under each Company Material Contract and, to the Knowledge of the Company, each other party to each Company Material Contract has performed all obligations required is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy Exception, (iii) neither the Company nor any Company Subsidiary and, to the Company’s Knowledge, no counterparty, is or is alleged to be performed by it under such in breach or violation of, or default under, any Company Material Contract; , (iv) none of neither the Company, Company nor any Company Subsidiary has received any claim of default under any Company Material Contract, (v) to the Company’s Knowledge, no event has occurred which would result in a breach or CPS knows violation of, or has received notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) , any Company Material Contract (in each case, with or any other Contract to which it is a party without notice or by which it lapse of time or any of its properties or assets is bound or affected; both) and (vvi) none of the Company, any Company Subsidiary or CPS has not received any notice from any other party to any such Company Material Contract, or and otherwise has any Knowledge, no Knowledge that such party Third Party intends to terminate, or not renew, renew any such Company Material Contract, or is seeking the renegotiation thereof or substitute performance thereunder. Complete and correct copies of all Company Material Contracts have been either publicly filed with the SEC or made available to Parent by the Company. (c) Section 5.13(c) of the Company Disclosure Schedule sets forth (i) a list of any agreement, instrument or other obligation pursuant to which any indebtedness for borrowed money of the Company or any Company Subsidiary is outstanding or may be incurred having a principal amount in excess of $250,000, (ii) the respective principal amounts outstanding thereunder as of the date of this Agreement, and (iii) a list of any agreements that relate to guarantees by the Company or any Company Subsidiary of indebtedness of any other Person.

Contracts; Indebtedness. (a) Section 3.15(a3.14(a) of the Company Disclosure Schedule sets forth a true an accurate and complete list of each Contract to which the Company, Company or any Company Subsidiary or CPS is a party or which binds or affects their respective properties or assets, and which falls within any of the following categories: (i) any agreement Contract that limits in any material respect limits, or that after the Effective Time would limit, the freedom of the Company, any Company Subsidiary, CPS Subsidiary or any of the Company’s current or future Affiliates affiliates (including Parent after the Effective Time) to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area, or to hire any individual or group of individuals; (ii) any Contract that relates to a partnership, joint venture or partnership agreementrelationship for joint marketing or joint development with any other Person; (iii) any agreement Contract that involves future expenditures or receipts by the Company, Company or any Company Subsidiary or CPS of more than $750,000 200,000 in any one year period that cannot be terminated (provided that, with respect to the Company’s customer Contracts entered into in the ordinary course consistent with past practice and on less than ninety (90the form set forth in Section 3.14(e)(i) days notice without material payment or penaltyof the Company Disclosure Schedule, this Section 3.14(a) shall only apply to Contracts with Significant Customers); (iv) any Contract that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary; (v) any Contract that grants any right of first refusal or right of first offer or similar right with respect to any material assets of the Company or any Company Subsidiary; (vi) any acquisition agreement Contract with a purchase price in excess of $500,000 200,000 or that contains “earn-out” provisions or other contingent payment obligations; (vvii) any sale or divestiture agreement Contract with a purchase price in excess of $500,000 200,000 or that contains ongoing indemnification obligations or other material obligations; (viviii) any Contract which is likely to involve consideration of more than $200,000, in the aggregate, paid to or received by, the Company or the Company Subsidiaries over the remaining term of such Contract (provided that, with respect to the Company’s customer Contracts entered into in the ordinary course consistent with past practice and on the form set forth in Section 3.14(e)(i) of the Company Disclosure Schedule, this Section 3.14(a) shall only apply to Contracts with Significant Customers); (ix) each Contract with a Governmental Entity that involved aggregate payments of over $100,000 in 2010 or is reasonably likely to involve aggregate payments of over $100,000 in 2011; (x) any Contract that contains obligations of the Company or any Company Subsidiary secured by a Lien (other than a Permitted Lien), or provides for interest rate or currency hedging arrangements, in each case in connection with which the aggregate actual or contingent obligations of the Company and the Company Subsidiaries under such Contract are greater than $200,000; (xi) any Contract for the employment or engagement of any officer, employee, consultant or other individual, including any Benefit Agreement, providing for aggregate annual payments by the Company or any Company Subsidiary in excess of $200,000; (xii) any Contract or plan, including any stock option or equity plan, that may or will increase, or accelerate the vesting of, the benefits to any party by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits which will be calculated on the basis of any of the transactions contemplated by this Agreement; (xiii) any collective bargaining agreement or other Contract with any labor union or severance or termination pay agreements, programs or policies; (xiv) any Contract relating to indebtedness for borrowed money or any financial guaranty in excess of $500,000100,000 individually; (viixv) any lease, sublease or other similar Contract, in each case Contract with respect to the Leased Real Property (“Lease Agreements”); (viiixvi) any Contract related to the development, distribution, or provision of any Company Intellectual Property or Company Offerings, and any Contract related to the support or maintenance of any Company Intellectual Property or Company Offerings that requires payment in excess of $10,000 per year individually; (xvii) any Contract that concerns protection of, or imposes any obligations with respect to use or disclosure of, Trade Secrets other than Contracts on Company’s applicable standard form non-disclosure agreement without substantive changes; (xviii) any other Contract, whether or not made in the ordinary course of business, that is material to the Company and the Company Subsidiaries, taken as a whole, or the conduct of their respective businesses, or the absence of which would have a Company Material Adverse Effect; and (xix) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);. (ixb) any Contract with (A) any Governmental Entity, (B) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”); (x) any consulting arrangement with a physician; (xi) any other agreement which would prohibit or materially delay the consummation of the Offer or the Merger or any other transaction contemplated by this Agreement or that would result, or be reasonably likely to result, in a Company Material Adverse Effect. Each Contract of the type described in this Section 3.15(a3.14(a) and each Company Intellectual Property Contract (other than Unscheduled Outbound IP Contracts and Unscheduled Inbound IP Contracts) is referred to herein as a “Company Material Contract.” True Accurate and complete copies of each Company Material Contract have been provided or made available by the Company to Parent, or publicly filed with the SEC. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Each Company Material Contract is a legally valid, binding and enforceable obligation of the Company, Company or the Company Subsidiaries or CPS and, to the Knowledge knowledge of the Company, of the other party or parties thereto, in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency or other and similar laws, now or hereafter in effect, Laws affecting creditors’ rights generally and (2) the remedy subject, as to enforceability, to general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; equity, (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or and the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence; , (iii) the Company, Company and each Company Subsidiary and CPS has in all material respects performed all the obligations required to be performed by it under each Company Material Contract andContract, to the Knowledge of the Company, each other party to each Company Material Contract has performed all obligations required to be performed by it under such Company Material Contract; (iv) none of the Company, Company or any Company Subsidiary or CPS knows of, or has received notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound or affected; and (v) none of neither the Company, Company nor any Company Subsidiary or CPS has received any notice from any other party to any such Company Material Contract, or and otherwise has any Knowledgeno knowledge, that such party intends to terminate, or not renew, any such Company Material Contract. (d) There are no outstanding amounts payable to or receivable from, or advances by the Company or any Company Subsidiary to, and neither the Company nor any Company Subsidiary is otherwise a creditor or debtor to, or party to any Contract or transaction with, any holder of 5% or more of the Company Common Stock or any director, officer, employee or affiliate of the Company or any Company Subsidiary, or to any relative of any of the foregoing, except for employment or compensation agreements or arrangements with directors, officers and employees made in the ordinary course of business consistent with past practice. (e) The Company provides services to its customers under the terms of the warranty described in Section 3.14(e)(i) of the Company Disclosure Schedule. Neither the Company nor any Company Subsidiary currently has or previously has had, any material disputes concerning its services with any of the 30 largest customers of the Company or any Company Subsidiary in 2010, or for 2011 to date, based on amounts paid or payable by such Person during each such period (each, a “Significant Customer”), and the Company has no knowledge of any material dissatisfaction on the part of any such Significant Customer or any facts or circumstances that would lead to such material dissatisfaction. Each Significant Customer is listed on Section 3.14(e)(ii) of the Company Disclosure Schedule. Neither the Company nor any Company Subsidiary has received written or, to the knowledge of the Company, oral notice from any Significant Customer that such Significant Customer shall not continue as a customer of the Company or any Company Subsidiary, as applicable, or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company or any Company Subsidiary (or the Surviving Corporation or Parent). (f) Neither the Company nor any Company Subsidiary currently has or previously has had any material dispute concerning products and/or services provided by any supplier who was one of the 15 largest suppliers of products and/or services to the Company or any Company Subsidiary in 2010, or for 2011 to date, based on amounts paid or payable by such Person during each such period (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier or any facts or circumstances that would lead to such material dissatisfaction. Each Significant Supplier is listed on Section 3.14(f) of the Company Disclosure Schedule. Neither the Company nor any Company Subsidiary has received written or, to the knowledge of the Company, oral notice from any Significant Supplier that such Significant Supplier shall not continue as a supplier to the Company or any Company Subsidiary, as applicable, or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company or any Company Subsidiary (or the Surviving Corporation or Parent). Each of the Company and the Company Subsidiaries has access, on commercially reasonable terms, to all products and services reasonably necessary to conduct their business as currently conducted, and the Company has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.

Contracts; Indebtedness. (a) Section 3.15(a3.13(a) of the Company Disclosure Schedule sets forth a true an accurate and complete list of each Contract to which the Company, any Company Subsidiary or CPS is a party or which binds or affects their respective properties or assets, and which falls within any of the following categories: (i) any agreement Contract that limits in any material respect limits, or that after the Effective Time would limit, the freedom of the Company, any Company Subsidiary, CPS or any of the Company’s current or future Affiliates Parent after the Effective Time to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area, or to hire any individual or group of individuals; (ii) any Contract that relates to a partnership, joint venture or partnership agreementrelationship for joint marketing or joint development with any other Person; (iii) any agreement Contract that involves future expenditures or receipts by the Company, any Company Subsidiary or CPS of more than $750,000 20,000 in any one year period that cannot be terminated on less than ninety (90provided that, with respect to the Company’s customer Contracts entered into in the ordinary course consistent with past practice, this Section 3.13(a) days notice without material payment or penaltyshall only apply to Contracts with Significant Customers); (iv) any Contract that by its terms limits the payment of dividends or other distributions by the Company; (v) any Contract that grants any right of first refusal or right of first offer or similar right with respect to any material assets of the Company; (vi) any acquisition agreement Contract with a purchase price in excess of $500,000 20,000 or that contains “earn-out” provisions or other contingent payment obligations; (vvii) any sale or divestiture agreement Contract with a purchase price in excess of $500,000 20,000 or that contains ongoing indemnification obligations or other material obligations; (viviii) any Contract which is likely to involve consideration of more than $20,000, in the aggregate, paid to or received by, the Company over the remaining term of such Contract (provided that, with respect to the Company’s customer Contracts entered into in the ordinary course consistent with past practice and on the form set forth in Section 3.14(e)(i) of the Company Disclosure Schedule, this Section 3.13(a) shall only apply to Contracts with Significant Customers); (ix) each Contract with a Governmental Entity that involved aggregate payments of over $10,000 in 2020 or is reasonably likely to involve aggregate payments of over $10,000 in 2021; (x) any Contract that contains obligations of the Company secured by a Lien (other than a Permitted Lien), or provides for interest rate or currency hedging arrangements, in each case in connection with which the aggregate actual or contingent obligations of the Company under such Contract are greater than $20,000; (xi) any Contract for the employment or engagement of any officer, employee, consultant or other individual, including any Benefit Agreement, providing for aggregate annual payments by the Company in excess of $50,000; (xii) any Contract or plan, including any stock option or equity plan, that may or will increase, or accelerate the vesting of, the benefits to any party by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits which will be calculated on the basis of any of the transactions contemplated by this Agreement; (xiii) any collective bargaining agreement or other Contract with any labor union or severance or termination pay agreements, programs or policies; (xiv) any Contract relating to indebtedness for borrowed money or any financial guaranty in excess of $500,00020,000 individually; (viixv) any lease, sublease or other similar Contract, in each case Contract with respect to the Leased Real Property (“Lease Agreements”); (viiixvi) any Contract related to the development, distribution, or provision of any Company Intellectual Property or Company Offerings, and any Contract related to the support or maintenance of any Company Intellectual Property or Company Offerings that requires payment in excess of $20,000 per year individually; (xvii) any Contract that concerns protection of, or imposes any obligations with respect to use or disclosure of, Trade Secrets other than Contracts on Company’s applicable standard form non-disclosure agreement without substantive changes; and (xviii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);. (ixb) any Contract with (A) any Governmental Entity, (B) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”); (x) any consulting arrangement with a physician; (xi) any other agreement which would prohibit or materially delay the consummation of the Offer or the Merger or any other transaction contemplated by this Agreement or that would result, or be reasonably likely to result, in a Company Material Adverse Effect. Each Contract of the type described in this Section 3.15(a3.13(a) and each Company Intellectual Property Contract (other than Unscheduled Outbound IP Contracts and Unscheduled Inbound IP Contracts) is referred to herein as a “Company Material Contract.” True Accurate and complete copies of each Company Material Contract have been provided or made available by the Company to Parent, or publicly filed with the SEC. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Each Company Material Contract is a legally valid, binding and enforceable obligation of the Company, the Company Subsidiaries or CPS and, to the Knowledge knowledge of the Company, of the other party or parties thereto, in accordance with its terms, except that (1) such enforcement may be subject to applicable bankruptcy, insolvency or other and similar laws, now or hereafter in effect, Laws affecting creditors’ rights generally and (2) the remedy subject, as to enforceability, to general principles of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; equity, (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence; , (iii) the Company, each Company Subsidiary and CPS has in all material respects performed all the obligations required to be performed by it under each Company Material Contract andContract, to the Knowledge of the Company, each other party to each Company Material Contract has performed all obligations required to be performed by it under such Company Material Contract; (iv) none of the Company, any Company Subsidiary or CPS knows does not know of, or and has not received notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound or affected; and (v) none of the Company, any Company Subsidiary or CPS has not received any notice from any other party to any such Company Material Contract, or and otherwise has any Knowledgeno knowledge, that such party intends to terminate, or not renew, any such Company Material Contract. (d) There are no outstanding amounts payable to or receivable from, or advances by the Company to, and the Company is not otherwise a creditor or debtor to, or party to any Contract or transaction with, any holder of 5% or more of the Company Common Stock or any director, officer, employee or affiliate of the Company, except for employment or compensation agreements or arrangements with directors, officers and employees made in the ordinary course of business consistent with past practice. (e) The Company provides services to its customers under the terms of the warranties described in Section 3.13(e)(i) of the Company Disclosure Schedule. The Company currently has not and previously has not had, any material disputes concerning its services with any of the 30 largest customers of the Company in 2020, or for 2021 to date, based on amounts paid or payable by such Person during each such period (each, a “Significant Customer”), and the Company has no knowledge of any material dissatisfaction on the part of any such Significant Customer or any facts or circumstances that would lead to such material dissatisfaction. Each Significant Customer is listed on Section 3.13(e)(ii) of the Company Disclosure Schedule. The Company has not received written or, to the knowledge of the Company, oral notice from any Significant Customer that such Significant Customer shall not continue as a customer of the Company or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company (or the Parent). (f) The Company currently has not or previously has not had any material dispute concerning products and/or services provided by any supplier who was one of the 15 largest suppliers of products and/or services to the Company in 2020, or for 2021 to date, based on amounts paid or payable by such Person during each such period (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier or any facts or circumstances that would lead to such material dissatisfaction. Each Significant Supplier is listed on Section 3.13(f) of the Company Disclosure Schedule. The Company has not received written or, to the knowledge of the Company, oral notice from any Significant Supplier that such Significant Supplier shall not continue as a supplier to the Company or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company (or the Parent).