Common use of Contracts; No Defaults Clause in Contracts

Contracts; No Defaults. (a) Schedule 4.13(a) contains a true, correct and complete list of all Contracts described in clauses (i) through (xiii) of this Section 4.13(a) to which, as of the date of this Agreement, the Company or any of its Subsidiaries is a party other than Company Benefit Plans and Real Property Leases (all such Contracts as described in clauses (i) through (xiii), collectively, the “Specified Contracts”). (i) Each Contract with a Top Customer or Top Supplier; (ii) Each Contract, other than a customer Contract, that involves aggregate payments or consideration furnished (x) by the Company or by any of its Subsidiaries of more than $3,500,000 or (y) to the Company or to any of its Subsidiaries of more than $3,500,000, in each case, in the calendar year ended December 31, 2020 or any subsequent calendar year; (iii) (x) Each Contract relating to Indebtedness having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Contract, in excess of $250,000 and (y) each outstanding Letter of Credit with commitments in excess of $50,000; (iv) Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof, in each case, involving payments in excess of $2,500,000 and with respect to which there are any material ongoing obligations; (v) Each joint venture, partnership or similar Contract (other than Contracts between wholly owned Subsidiaries of the Company) that is material to the Company and its Subsidiaries, taken as a whole; (vi) Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $1,000,000 in the aggregate; (vii) Each license, sublicense, or other agreement under which the Company or any of its Subsidiaries (x) is a licensee with respect to any item of material Intellectual Property (excluding (A) click-wrap and shrink-wrap licenses and (B) off-the-shelf software licenses and other licenses of software that is commercially available to the public generally, with one-time or annual aggregate fees of less than $1,000,000) or (y) is a licensor or otherwise grants to a third party any rights to use any item of material Intellectual Property, other than non-exclusive licenses or sublicenses granted to customers in the ordinary course of business; (viii) Each collective bargaining agreement or other Contract with any labor union, labor organization or works council (each a “CBA”); (ix) Each employment or service agreement or similar Contract with any current director, employee or individual independent contractor of the Company or any of its Subsidiaries with an annual base salary or fee in excess of $250,000; (x) Each Contract with any current or former employee, director or other service provider of the Company or any of its Subsidiaries that provides for change in control or transaction-based payments and/or benefits and triggered by the Mergers; (xi) Each Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company and its Subsidiaries, taken as a whole; (xii) Each Contract containing covenants of the Company or any of its Subsidiaries, (A) prohibiting or limiting the right of the Company or any of its Subsidiaries to engage in or compete with any Person in any line of business or (B) prohibiting or restricting the Company’s and its Subsidiaries’ ability to conduct their business with any Person in any geographic area, in each case, that currently has or would reasonably be expected to have a material and adverse effect on the business of the Company and its Subsidiaries (taken as a whole) as currently operated, in each case other than, for the avoidance of doubt, customary non-solicitation and no-hire provisions entered into in the ordinary course of business; (xiii) Each Contract that grants to any third Person any “most favored nation rights”; (xiv) Each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority pursuant to which the Company or any of its Subsidiaries will have any material outstanding obligation after the date of this Agreement; (xv) Each Contract entered into primarily for the purpose of interest rate or foreign currency hedging; (xvi) Each Affiliate Agreement; and (xvii) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which (A) any deferred or contingent payment obligations by or to the Company or any of its Subsidiaries remain outstanding or (B) any indemnification payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s business). (b) The Company has made available to Acquiror complete and accurate copies of each Specified Contract as in effect as of the date of this Agreement and, to the Knowledge of the Company, no service order, statement of work, or other agreement not provided to Acquiror modifies any material terms of the applicable Specified Contract. Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date or as would not have, individually or in the aggregate, a material and adverse effect on the Company and its Subsidiaries, taken as a whole, each Specified Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the Company or one or more of its Subsidiaries party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Except, in each case, where the occurrence of such breach or default or failure to perform would not have, individually or in the aggregate, a material and adverse effect on the Company and its Subsidiaries, taken as a whole, (x) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Specified Contracts, and (y) none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto is in breach of or default of any Specified Contract and during the last twelve (12) months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Specified Contract.

Contracts; No Defaults. (a) Schedule 4.13(a5.12(a) contains a true, correct true and complete list listing of all Contracts (other than purchase orders) described in clauses (i) through (xiiixvii) of this Section 4.13(a5.12(a) to which, as of the date of this Agreement, the Company or any of its Subsidiaries is a party (together with all material amendments, waivers or other changes thereto) other than Company Benefit Plans and Real Property Leases (all such Contracts as described in clauses (i) through (xiii), collectively, the “Specified Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to SPAC or its agents or representatives. (i) Each Contract with a Top Customer or Top Supplier; (ii) Each Contract, other than a customer Contract, that involves the Company reasonably anticipates will involve aggregate payments or consideration furnished (x) by or to the Company or by any of its Subsidiaries of more than $3,500,000 or (y) to the Company or to any of its Subsidiaries of more than $3,500,000, in each case, 100,000 in the calendar year ended December 31, 2020 2022 or any subsequent calendar year; (iii) (x) Each Contract relating to Indebtedness having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Contract, in excess of $250,000 and (y) each outstanding Letter of Credit with commitments in excess of $50,000; (ivii) Each Contract that is a definitive purchase and sale or similar agreement for the acquisition of any Person or any business unit thereofthereof or the disposition of any material assets of the Company or any of its Subsidiaries since December 31, 2019, in each case, case involving payments in excess of $2,500,000 and with respect to which there are any material ongoing obligations100,000; (viii) Each lease, rental or occupancy agreement, installment and conditional sale agreement and each other Contract with outstanding obligations that (x) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property and (y) involves aggregate payments in excess of $100,000 in any calendar year, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (iv) Each joint ventureventure Contract, partnership agreement, limited liability company agreement or similar Contract (other than Contracts between wholly owned Subsidiaries of the Company) that is material to the Company and its Subsidiaries, taken as a whole); (viv) Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $1,000,000 100,000 in the aggregate; (vi) Each Contract expressly prohibiting or restricting in any material respect the ability of the Company or its Subsidiaries to engage in any business, to sell or distribute any products, to operate in any geographical area or to compete with any Person; (vii) Each license, sublicense, or other agreement under Contract pursuant to which the Company or any of its Subsidiaries (x) is granted by any Person a licensee with respect license, right, permission, consent, non-assertion or release relating to any item of material Intellectual Property (excluding (A) clickend-wrap and shrink-wrap user licenses and (B) for “off-the-shelf software licenses and other licenses of software that is shelf” Software generally commercially available to the public generallyand licensed on standard, with onenon-time or negotiated terms for annual aggregate fees of less than $1,000,000100,000) or (y) is a licensor or otherwise grants to a third party any rights Person any license, right, permission, consent, non-assertion or release relating to use any item of material Intellectual Property, other than non-exclusive licenses or sublicenses granted to customers in the ordinary course of business; (viii) Each collective bargaining agreement Contracts providing for the assignment or other Contract with transfer of any labor union, labor organization or works council ownership interest in any Intellectual Property by (each a “CBA”); (ixx) Each employment or service agreement or similar Contract with any current director, employee or individual independent contractor of Person to the Company or any of its Subsidiaries with an annual base salary (other than Personnel IP Agreements) or fee in excess (y) the Company or any of $250,000its Subsidiaries to any Person; (ix) Contracts providing for the discovery, conception, development, creation or reduction to practice of any Intellectual Property by (x) any Person for the Company or any of its Subsidiaries (other than Personnel IP Agreements), (y) the Company or any of its Subsidiaries for any Person or (z) jointly by the Company or any of its Subsidiaries and any Person; (x) Each Contract with any current labor union, works council, or former employee, director labor organization or other service provider of the Company or any of its Subsidiaries that provides for change in control or transaction-based payments and/or benefits and triggered by the Mergersassociation; (xi) Each Contract all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which grants the Company or any Person Subsidiary of the Company is a right of first refusalparty, right of first offer or similar right with respect in each case that are material to any material properties, assets or businesses the business of the Company and its Subsidiaries, taken as a whole; (xii) Each Contract containing covenants mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any Indebtedness or borrowing of the Company money by or any of its Subsidiaries, (A) prohibiting or limiting the right of from the Company or any of its Subsidiaries in excess of $100,000; (xiii) Any Contract that is a currency or interest hedging arrangement material to engage in or compete with any Person in any line of business or (B) prohibiting or restricting the Company’s and its Subsidiaries’ ability to conduct their business with any Person in any geographic area, in each case, that currently has or would reasonably be expected to have a material and adverse effect on the business of the Company and its Subsidiaries (Subsidiaries, taken as a whole) as currently operated, in each case other than, for the avoidance of doubt, customary non-solicitation and no-hire provisions entered into in the ordinary course of business; (xiii) Each Contract that grants to any third Person any “most favored nation rights”; (xiv) Each Any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority pursuant to under which the Company or any of its Subsidiaries will have any material outstanding obligation after has agreed to purchase or sell goods or services from a vendor, supplier or other person on a “most favored supplier” basis; (xv) Any Contract with the top five (5) suppliers and distributors of the Company and its Subsidiaries, taken as a whole (the “Material Suppliers”) as determined by revenue and dollar volume of payments, respectively, in each case during the twelve (12)-month period prior to the date of this Agreement; (xvxvi) Each (x) Any standard form Contract entered into primarily for the purpose purchase, order or reservation of interest rate product and service offerings manufactured or foreign currency hedging; (xvi) Each Affiliate Agreement; and (xvii) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, sold by the Company or any of its Subsidiaries and any material Contract that materially deviates from such form and (whether y) a list of all orders or reservations of product and service offerings manufactured or sold by merger, sale of stock, sale of assets or otherwise) pursuant to which (A) any deferred or contingent payment obligations by or to the Company or any of its Subsidiaries remain outstanding or Subsidiaries; and (Bxvii) any indemnification payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct Any commitment to enter into agreement of the Company’s businesstype described in clauses (i) through (xii) of this Section 5.12(a). (b) The Company has made available to Acquiror complete and accurate copies of each Specified Contract as in effect as of the date of this Agreement and, to the Knowledge of the Company, no service order, statement of work, or other agreement not provided to Acquiror modifies any material terms of the applicable Specified Contract. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date or and except as would not havenot, individually or in the aggregate, a reasonably be expected to be material and adverse effect on to the Company and its Subsidiaries, taken as a whole, each Specified Contract is as of the date of this Agreement, all of the Contracts listed pursuant to Section 5.12(a) are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the Company or one or more of its Subsidiaries party thereto and, to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. ExceptAs of the date of this Agreement, in each case, where the occurrence of such breach or default or failure to perform except as would not havereasonably be expected to be, individually or in the aggregate, a material and adverse effect on to the Company and its Subsidiaries, taken as a whole, (xw) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Specified Contracts, and (y) none of neither the Company, any of its Subsidiaries ornor, to the Knowledge knowledge of the Company, any other party thereto is or is alleged to be in material breach of or material default of under any Specified Contract and during the last twelve such Contract, (12x) months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or material breach of or material default under any such Specified Contract, (y) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract (in each case, with or without notice or lapse of time or both) and (z) no party to any such Contract that is a customer of or supplier to the Company or any of its Subsidiaries has, within the past 12 months, canceled or terminated its business with, or, to the knowledge of the Company, threatened in writing to cancel or terminate its business with, the Company or any of its Subsidiaries.

Contracts; No Defaults. (a) Schedule 4.13(a‎4.12(a) contains a true, correct and complete list of all Contracts described in clauses (i) through (xiiixi) of this Section 4.13(a‎4.12(a) to which, as of the date of this Agreement, the Company or any of its Subsidiaries is a party other than Company Benefit Plans and Real Property Leases (all such Contracts as described in clauses (i) through (xiiixi), collectively, the “Specified Contracts”). True, correct and complete copies of the Specified Contracts have been made available to SPAC. (i) Each Contract with a Top Customer or Top Supplier; (ii) Each Contract, other than a customer Contract, that involves aggregate payments or consideration furnished (x) by the Company or by any of its Subsidiaries of more than $3,500,000 1,000,000 or (y) to the Company or to any of its Subsidiaries of more than $3,500,0001,000,000, in each case, in the calendar year ended December 31, 2020 or any subsequent calendar yearduring the term of the Contract; (iii) (xii) Each Contract relating to Indebtedness indebtedness for borrowed money having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Contract, amount in excess of $250,000 and (y) each outstanding Letter of Credit with commitments in excess of $50,0001,000,000; (iviii) Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof, in each case, involving payments in excess of $2,500,000 1,000,000 and with respect to which there are any material ongoing obligations; (viv) Each joint venture, partnership venture or similar Contract (other than Contracts between wholly owned Subsidiaries of the Company) that is material to the Company and its Subsidiaries, taken as a whole); (viv) Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $1,000,000 in the aggregate; (viivi) Each license, sublicense, or other agreement Contract under which the Company or any of its Subsidiaries (x) is a licensee with respect to any item of material Intellectual Property (excluding (A) click-wrap and shrink-wrap licenses and (B) off-the-shelf software licenses and (B) other licenses of software that is commercially available to the public generally, with one-time or annual aggregate fees of less than $1,000,000) or (y) is a licensor or otherwise grants to a third party any rights to use any item of material Intellectual Property, in each case, other than non-exclusive licenses or sublicenses granted to customers in the ordinary course of business; (viiivii) Each collective bargaining agreement or other Contract with any labor union, labor organization or organization, works council or other employee representative organization (each a “CBA”); (ix) Each employment or service agreement or similar Contract with any current director, employee or individual independent contractor of the Company or any of its Subsidiaries with an annual base salary or fee in excess of $250,000; (x) Each Contract with any current or former employee, director or other service provider of the Company or any of its Subsidiaries that provides for change in control or transaction-based payments and/or benefits and triggered by the Mergers; (xiviii) Each Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company and its Subsidiaries, taken as a whole; (xiiix) Each Contract containing covenants expressly limiting, in any material manner, the type of business in which the Company or its Subsidiaries may engage, the geographic area in which they may engage in business or the ability to sell or purchase to or from any Person; (x) Each Contract the primary purpose of which is indemnification and that represents a material obligation of the Company or any of its Subsidiaries, (A) prohibiting or limiting the right of the Company or any of its Subsidiaries to engage in or compete with any Person in any line of business or (B) prohibiting or restricting the Company’s and its Subsidiaries’ ability to conduct their business with any Person in any geographic area, in each case, that currently has or would reasonably be expected to have a material and adverse effect on the business of the Company and its Subsidiaries (taken as a whole) as currently operated, in each case other than, for the avoidance of doubt, customary non-solicitation and no-hire provisions entered into than in the ordinary course of business; (xiii) Each Contract that grants to any third Person any “most favored nation rights”; (xivxi) Each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority pursuant to which the Company or any of its Subsidiaries will have any material outstanding obligation after the date of this Agreement; (xvxii) Each Contract entered into primarily for the purpose of interest rate or foreign currency hedging; (xvi) Each Affiliate Agreement; and (xviixiii) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which (A) any deferred or contingent payment obligations by or to the Company or any of its Subsidiaries remain outstanding or (B) any indemnification earn-out, indemnification, deferred or contingent payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s business). (b) The Company has made available to Acquiror complete and accurate copies of each Specified Contract as in effect as of the date of this Agreement and, to the Knowledge of the Company, no service order, statement of work, or other agreement not provided to Acquiror modifies any material terms of the applicable Specified Contract. Except (x) for any Contract that has terminated, or will terminate terminate, upon the expiration of the stated term thereof prior to the Closing Date or (y) as would not have, individually or in the aggregate, reasonably be expected to have a material and adverse effect on the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect, each Specified Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the Company or one or more of its Subsidiaries party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Except, in each case, where the occurrence of such breach or default or failure to perform would not have, individually or in the aggregate, a material and adverse effect on the Company and its Subsidiaries, taken as a whole, (x) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Specified Contracts, and (y) none None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto is in material breach of or default of any Specified Contract and during the last twelve (12) months, neither Contract. Neither the Company nor any of its Subsidiaries Subsidiary thereof has received any written claim or written notice of termination or breach of or default under from any other party to any such Specified Contract that such party intends to terminate any such Specified Contract.

Contracts; No Defaults. (a) Schedule 4.13(a) contains a true, correct and complete list of all Contracts described in clauses (i) through (xiiixvii) of this Section 4.13(a) to which, as of the date of this Agreement, the Company or any of its Subsidiaries is a party other than Company Benefit Plans and Real Property Leases (all such Contracts as described in clauses (i) through (xiiixvii), collectively, the “Specified Contracts”). (i) Each Contract with a Top Customer or Top Supplier; (ii) Each Contract, other than a customer Contract, that involves aggregate payments or consideration furnished (x) by the Company or by any of its Subsidiaries of more than $3,500,000 1,000,000 or (y) to the Company or to any of its Subsidiaries of more than $3,500,0001,000,000, in each case, in the calendar year ended December 31, 2020 2022 or any subsequent calendar year; (iii) (x) Each Contract relating to Indebtedness having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Contract, in excess of $250,000 1,000,000 and (y) each outstanding Letter of Credit with commitments in excess of $50,0001,000,000; (iv) Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof, in each case, involving payments in excess of $2,500,000 500,000 and with respect to which there are any material ongoing obligations; (v) Each joint venture, partnership or similar Contract (other than Contracts between wholly wholly-owned Subsidiaries of the Company) that is material to the Company and its Subsidiaries, taken as a whole; (vi) Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $1,000,000 in the aggregate; (vii) Each license, sublicense, or other agreement under which the Company or any of its Subsidiaries (x) is a licensee or otherwise receives any right with respect to any item of material Intellectual Property material to the Company or the operation of its business (excluding (A) non-exclusive click-wrap and shrink-wrap licenses and (B) non-exclusive licenses for off-the-shelf software licenses and other non-exclusive licenses of unmodified software that is commercially available to the public generally, in each case with one-time or annual aggregate fees of less than $1,000,000) or 250,000), (y) is a licensor or otherwise grants to a third party any rights to use any item of material Intellectual Property, other than non-exclusive licenses or sublicenses granted to customers in the ordinary course of business, or (z) are subject to any material restriction on the Company or its Subsidiaries ability to use or exploit any Intellectual Property; (vii) Each Contract requiring capital contributions or other capital expenditures after the date of this Agreement in an amount in excess of $500,000 in the aggregate; (viii) Each collective bargaining agreement or other Contract with any labor union, labor organization organization, works council, or works council employee representative body (each a “CBA”); (ix) Each employment or service independent contractor agreement or similar Contract with any current officer or director, employee or individual independent contractor service provider of the Company or any of its Subsidiaries with that (i) provides for an annual base salary or fee in excess of $250,000100,000 or (ii) cannot be terminated upon thirty days’ notice or less without payment or liability; (x) Each Contract with any current or former employee, director or other individual service provider of the Company or any of its Subsidiaries that provides for change in control or transaction-based payments and/or benefits and triggered by the MergersMerger; (xi) Each Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company and its Subsidiaries, taken as a whole; (xii) Each Contract containing covenants of the Company or any of its Subsidiaries, (A) prohibiting or limiting the right of the Company or any of its Subsidiaries to engage in or compete with any Person in any line of business or (B) prohibiting or restricting the Company’s and its Subsidiaries’ ability to conduct their business with any Person in any geographic area, in each case, that currently has or would reasonably be expected to have a material and adverse effect on the business business, as currently operated, of the Company and its Subsidiaries (Subsidiaries, taken as a whole) as currently operated, in each case other than, for the avoidance of doubt, customary non-solicitation and no-hire provisions entered into in the ordinary course of business; (xiii) Each Contract that grants to any third Person any “most favored nation rights”; (xiv) Each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any material outstanding obligation after the date of this Agreement; (xv) Each Contract entered into primarily for the purpose of interest rate or foreign currency hedging; (xvi) Each Affiliate Agreement; and (xvii) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which (A) any deferred or contingent payment obligations by or to the Company or any of its Subsidiaries remain outstanding or (B) any indemnification payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s business). (b) The Company has made available to Acquiror complete and accurate copies of each Specified Contract as in effect as of the date of this Agreement and, to the Knowledge of the Company, no service order, statement of work, or other agreement not provided to Acquiror modifies any material terms of the applicable Specified Contract. Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date or as would not havereasonably be expected, individually or in the aggregate, a material and to be materially adverse effect on to the Company and its Subsidiaries, taken as a whole, each Specified Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the Company or one or more of its Subsidiaries party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Except, in each case, where the occurrence of such breach or default or failure to perform would not havereasonably be expected, individually or in the aggregate, a material and be materially adverse effect on to the Company and its Subsidiaries, taken as a whole, (x) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Specified Contracts, and (y) none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto is in breach of or default of any Specified Contract and during the last twelve (12) 12 months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Specified Contract.

Contracts; No Defaults. (a) Schedule 4.13(aSection 4.12(a) of the Company Disclosure Letter contains a true, correct and complete list listing of all Contracts described in clauses (i) through (xiiixiv) of this Section 4.13(a(the "Material Contracts") below to which, as of the date of this Agreement, the Company or any of its the Company's Subsidiaries is a party or by which they are bound, other than a Company Benefit Plans Plan. True, correct and Real Property Leases (complete copies of the Contracts listed on Section 4.12(a) of the Company Disclosure Letter have been previously made available to Acquiror or its agents or representatives, together with all such Contracts as described in clauses (i) through (xiii), collectively, the “Specified Contracts”)amendments thereto. (i) Each any Contract that is an agreement with a Top Customer or Top Supplier;Governmental Authority, other than in the ordinary course; (ii) Each Contract, other than a customer Contract, that involves aggregate payments or consideration furnished (x) by each Contract evidencing outstanding Indebtedness of the Company or by any of its Subsidiaries (including any Warehouse Line and any other Contract evidencing Funding Indebtedness), in each case in an aggregate amount thereunder in excess of more than $3,500,000 100,000,000; (iii) any Contract with a third party establishing any joint venture, partnership, strategic alliance or other collaboration (y) to which includes the Company sharing of the Company's revenues or to any of its Subsidiaries of more than $3,500,000profits, in each case, in the calendar year ended December 31, 2020 or any subsequent calendar year; (iii) (x) Each Contract relating to Indebtedness having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Contract, in excess of $250,000 and (y) each outstanding Letter of Credit with commitments in excess of $50,000; (iv) Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof, in each case, involving payments in excess of $2,500,000 and with respect to which there are any material ongoing obligations; (v) Each joint venture, partnership or similar Contract (other than Contracts between wholly owned Subsidiaries of the Company) that is material to the Company and its Subsidiaries, taken as a whole; (viiv) Each each Contract requiring entered into on or after December 31, 2018 that involves the acquisition or disposition of capital expenditures after the date stock or other equity interests of this another Person, whether by merger, consolidation or otherwise; (v) each Subservicing Agreement involving Mortgage Loans in an amount aggregate amounts in excess of $1,000,000 1,000,000; (vi) any Contract that contains an existing obligation (contingent or otherwise) to pay any material amounts in respect of indemnification obligations, purchase price adjustment, earn-outs, backend payment or similar obligation, in all cases in connection with any completed acquisition or disposition by the aggregateCompany; (vii) Each license, sublicense, or other agreement under which each Contract that prohibits the Company or any of its Subsidiaries (x) is a licensee with respect to any item of material Intellectual Property (excluding (A) click-wrap and shrink-wrap licenses and (B) off-the-shelf software licenses and other licenses of software that is commercially available to the public generally, with one-time or annual aggregate fees of less than $1,000,000) or (y) is a licensor or otherwise grants to a third party any rights to use any item of material Intellectual Property, other than non-exclusive licenses or sublicenses granted to customers in the ordinary course of business; (viii) Each collective bargaining agreement or other Contract with any labor union, labor organization or works council (each a “CBA”); (ix) Each employment or service agreement or similar Contract with any current director, employee or individual independent contractor of the Company or any of its Subsidiaries with an annual base salary or fee in excess of $250,000; (x) Each Contract with any current or former employee, director or other service provider of the Company or any of its Subsidiaries that provides for change in control or transaction-based payments and/or benefits and triggered by the Mergers; (xi) Each Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company and its Subsidiaries, taken as a whole; (xii) Each Contract containing covenants of the Company or any of its Subsidiaries, (A) prohibiting or limiting the right of the Company or any of its Subsidiaries to engage in or compete with any Person from engaging in any line of business or (B) prohibiting or restricting the Company’s and its Subsidiaries’ ability to conduct their business competing with any Person or in any geographic areaarea in any material respect, in each case, excluding confidentiality agreements and agreements that currently has contain confidentiality or would reasonably be expected non-solicitation covenants entered into in the ordinary course; (viii) each Contract pursuant to which the Company or any of the Company's Subsidiaries (A) grants to a third Person the right to use material Intellectual Property of the Company and its Subsidiaries (other than those non-exclusive rights granted in the ordinary course of business pursuant to standardized terms that have been made available to Acquiror or its agents or representatives) or (B) is granted by a third Person the right to use Intellectual Property that is material and adverse effect on to the business of the Company and its Subsidiaries (taken as a whole) as currently operated, in each case other than, for the avoidance of doubt, customary than Contracts granting non-solicitation and noexclusive rights to use commercially available off-hire provisions entered into the-shelf software); (ix) any Contract (other than those made in the ordinary course of business; ) providing for: (xiiiA) Each Contract that grants the grant of any preferential rights to purchase or lease any third Person any “most favored nation rights”; (xiv) Each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority pursuant to which asset of the Company or any of its Subsidiaries will have Subsidiaries; or (B) any right (exclusive or non-exclusive) to sell or distribute any material outstanding obligation after the date product or service of this Agreement; (xv) Each Contract entered into primarily for the purpose of interest rate or foreign currency hedging; (xvi) Each Affiliate Agreement; and (xvii) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries; (x) each Contract with an employee or individual consultant of the Company or its Subsidiaries (whether by mergerthat provides for annual compensation in excess of $300,000, sale of stock, sale of assets other than at will agreements that can be terminated at any time for any legal reason without material severance or otherwise) pursuant to which (A) any deferred or contingent payment obligations by or similar liability to the Company or any of its Subsidiaries remain outstanding Subsidiaries; (xi) each Investor Agreement pursuant to which the Company has sold an aggregate of more than 5% of the aggregate amount of Mortgage Loans sold since December 31, 2018; and (xii) each Servicing Agreement pursuant to which the Company has Serviced an aggregate of more than 5% of the aggregate amount of Mortgage Loans sold since December 31, 2018; (xiii) Contracts (other than Company Benefit Plans, employment agreements, employee confidentiality and invention assignment agreements, individual consulting or (Badvisor agreements, equity or incentive equity documents and Governing Documents) between the Company and its Subsidiaries, on the one hand, and Affiliates of the Company or any indemnification payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s business's Subsidiaries (other than the Company or any of the Company's Subsidiaries), the current executive officers and directors (or equivalents) of the Company or any of the Company's Subsidiaries, the Major Company Stockholders or any of the Company's Subsidiaries, or a member of the immediate family of the foregoing Persons, on the other hand (collectively, "Affiliate Agreements"); and (xiv) the Contract listed in Section 4.12(a)(xv) of the Company Disclosure Letter. (b) The Company has made available to Acquiror complete and accurate copies of each Specified Contract as in effect as of the date of this Agreement and, to the Knowledge of the Company, no service order, statement of work, or other agreement not provided to Acquiror modifies any material terms of the applicable Specified Contract. Except for any Material Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date or and except as otherwise would not have, individually or in the aggregate, a be expected to be material and adverse effect on to the Company and its Subsidiaries, taken as a whole, each Specified Contract is all Material Contracts listed pursuant to Section 4.12(a) in the Company Disclosure Letter are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the Company or one or more the Subsidiary of its Subsidiaries the Company party thereto and, to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties counterparties thereto, in each case, subject to the Enforceability Exceptions. Except, in each case, where the occurrence of such breach or default or failure to perform would not have, individually or in the aggregate, a be material and adverse effect on to the Company and its Subsidiaries, taken as a whole, (x) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Specified ContractsMaterial Contracts listed pursuant to Section 4.12(a), and (y) none of neither the Company, any of its Subsidiaries orthe Company's Subsidiaries, nor, to the Knowledge knowledge of the Company, any other party thereto is in material breach of or default of under any Specified Contract and such Material Contract, (y) during the last twelve (12) monthsmonths prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Specified Contract, and (z) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Material Contract by the Company or its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. (a) Schedule 4.13(a5.12(a) of the PGHL Schedules contains a true, correct true and complete list listing of all Contracts (other than purchase orders) described in clauses (i) through (xiiixiv) of this Section 4.13(a5.12(a) to which, as of the date of this Agreement, the Company PGHL or any of its Subsidiaries is a party (together with all material amendments, waivers or other changes thereto) other than Company PGHL Benefit Plans and Real Property Leases (all such Contracts as described in clauses (i) through (xiii), collectively, the “Specified Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to FTAC. (i) Each Contract with a Top Customer or Top Supplier; (ii) Each Contract, other than a customer Contract, that involves PGHL reasonably anticipates will involve aggregate payments or consideration furnished (x) by the Company or to PGHL or by any of its Subsidiaries of more than $3,500,000 or (y) to the Company or to any of its Subsidiaries of more than $3,500,000, in each case, 5,000,000 in the calendar year ended December 31, 2020 or any subsequent calendar year; (iii) (xii) Each Contract relating to Indebtedness having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Contract, in excess of $250,000 and (y) each outstanding Letter of Credit with commitments in excess of $50,000PGHL Financing Agreement; (iviii) Each Contract that is a definitive purchase and sale or similar agreement for the acquisition of any Person or any business unit thereofthereof or the disposition of any material assets of PGHL or any of its Subsidiaries since December 31, 2017, in each case, involving payments in excess of $2,500,000 25,000,000; (iv) Each lease, rental or occupancy agreement, installment and conditional sale agreement and each other Contract with respect to which there are outstanding obligations that (x) provides for the ownership of, leasing of, title to, use of, or any material ongoing obligationsleasehold or other interest in any real or personal property and (y) involves aggregate payments in excess of $1,000,000 in any calendar year, other than sales or purchase agreements in the ordinary course of business consistent with past practices and sales of obsolete equipment; (v) Each joint ventureventure Contract, partnership agreement, limited liability company agreement or similar Contract (other than Contracts between wholly owned Subsidiaries of the CompanyPGHL) that is material to the Company business of PGHL and its Subsidiariessubsidiaries, taken as a whole; (vi) Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $1,000,000 5,000,000 in the aggregate; (vii) Each licenseContract expressly prohibiting or restricting in any material respect the ability of PGHL or its Subsidiaries to engage in any business, sublicenseto sell or distribute any products, to operate in any geographical area or to compete with any Person; (viii) Each material license or other agreement under which the Company or any of its Subsidiaries (x) is a licensee with respect to any material item of material Intellectual Property (excluding (A) click-wrap and shrink-wrap licenses and (B) granted to PGHL or its Subsidiaries for commercially available “off-the-shelf shelf” software licenses and other licenses of software that is commercially available to the public generally, with one-time or annual aggregate fees of less than $1,000,000) , or (y) is a licensor or otherwise grants to a third party any rights to use any item of material Intellectual Property, other than non-exclusive licenses or sublicenses granted to customers in the ordinary course of business); (viiiix) Each employee collective bargaining agreement Contract or other Contract with any labor union, works council, or labor organization or works council (each a “CBA”); (ix) Each employment or service agreement or similar Contract with any current director, employee or individual independent contractor of the Company or any of its Subsidiaries with an annual base salary or fee in excess of $250,000association; (x) Each sales commission or brokerage Contract with any current that involves annual payments in excess of $2,000,000 or former employee, director is not cancellable on 30 calendar days’ notice without payment or other service provider of the Company or any of its Subsidiaries that provides for change in control or transaction-based payments and/or benefits and triggered by the Mergerspenalty; (xi) Each Contract which grants any Person a right of first refusalmortgage, right of first offer indenture, note, installment obligation or similar right with respect other instrument, agreement or arrangement for or relating to any material properties, assets Indebtedness or businesses borrowing of the Company and money by or from PGHL or any of its Subsidiaries, taken as a wholeSubsidiaries in excess of $10,000,000 (other than Contracts disclosed pursuant to Section 5.12(a)(ii)); (xii) Each Any Contract containing covenants of the Company that is a currency or any of its Subsidiaries, interest hedging arrangement; (Axiii) prohibiting or limiting the right of the Company Any Contract under which PGHL or any of its Subsidiaries has agreed to engage in purchase or compete with any Person in any line of business sell goods or (B) prohibiting services from a vendor, supplier or restricting the Company’s and its Subsidiaries’ ability to conduct their business with any Person in any geographic area, in each case, that currently has other person on a preferred supplier or would reasonably be expected to have a material and adverse effect on the business of the Company and its Subsidiaries (taken as a whole) as currently operated, in each case other than, for the avoidance of doubt, customary non-solicitation and no-hire provisions entered into in the ordinary course of business; (xiii) Each Contract that grants to any third Person any “most favored nation rights”;supplier” basis; and (xiv) Each Contract that is a settlement, conciliation or similar Any commitment to enter into agreement with any Governmental Authority pursuant to which of the Company or any of its Subsidiaries will have any material outstanding obligation after the date type described in clauses (i) through (xiii) of this Agreement; (xv) Each Contract entered into primarily for the purpose of interest rate or foreign currency hedging; (xvi) Each Affiliate Agreement; and (xvii) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which (A) any deferred or contingent payment obligations by or to the Company or any of its Subsidiaries remain outstanding or (B) any indemnification payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s businessSection 5.12(a). (b) The Company has made available to Acquiror complete and accurate copies of each Specified Contract as in effect as of the date of this Agreement and, to the Knowledge of the Company, no service order, statement of work, or other agreement not provided to Acquiror modifies any material terms of the applicable Specified Contract. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date or and except as would not havenot, individually or in the aggregate, a reasonably be expected to be material and adverse effect on the Company to PGHL and its Subsidiaries, taken as a whole, each Specified Contract is as of the date of this Agreement, all of the Contracts listed pursuant to Section 5.12(a) are (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the Company or one or more of its Subsidiaries party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Except, in each case, where the occurrence of such breach or default or failure to perform would not have, individually or in the aggregate, a material and adverse effect on the Company and its Subsidiaries, taken as a whole, (x) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Specified Contracts, and (y) none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto is in breach of or default of any Specified Contract and during the last twelve (12) months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Specified Contract.

Contracts; No Defaults. (a) Schedule 4.13(a) of the Company Disclosure Schedules contains a true, correct and complete list of all Contracts described in clauses (i) through (xiii) of this Section 4.13(a) to which, as of the date of this Agreement, the Company or any of its Subsidiaries is a party other than Company Benefit Plans and Real Property Leases (all such Contracts as described in clauses (i) through (xiii), collectively, the “Specified Contracts”). (i) Each Contract with a Top Customer or Top Supplier; (ii) Each Contract, other than a customer Contract, that involves aggregate payments or consideration furnished (x) by the Company or by any of its Subsidiaries of more than $3,500,000 250,000 or (y) to the Company or to any of its Subsidiaries of more than $3,500,0001,000,000, in each case, in the calendar year ended December 31, 2020 or any subsequent future calendar year; (iii) (x) Each Contract relating to Indebtedness indebtedness for borrowed money having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Contract, amount in excess of $250,000 and (y) each outstanding Letter of Credit with commitments in excess of $50,0003,000,000; (iv) Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof, in each case, involving payments in excess of $2,500,000 5,000,000 and with respect to which there are any material ongoing obligations; (v) Each joint venture, partnership or similar Contract (other than Contracts between wholly wholly-owned Subsidiaries of the Company) that is material to the Company and its Subsidiaries, taken as a whole; (vi) Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $1,000,000 500,000 in the aggregate; (vii) Each license, sublicense, or other agreement under which the Company or any of its Subsidiaries (x) is a licensee or grantee with respect to any item of material Intellectual Property rights (excluding (A) click-wrap and shrink-wrap licenses and (B) off-the-shelf software licenses and other licenses of uncustomized software that is commercially available to the public generally, with one-time or annual aggregate fees of less than $1,000,000300,000) or (y) is a licensor or otherwise grants to a third party any rights to use any item of material Intellectual Property, other than non-exclusive licenses or sublicenses granted to customers or vendors in the ordinary course of businessbusiness consistent with past practices; (viii) Each collective bargaining agreement or other Contract with any labor union, labor organization or works council or any arrangement with an employer organization (each a “CBA”); (ix) Each employment or service agreement or similar Contract with any current director, employee or individual independent contractor of the Company or any of its Subsidiaries with an annual base salary or fee in excess of $250,000310,000; (x) Each Contract with any current or former employee, director or other service provider of the Company or any of its Subsidiaries that provides for change in control or transaction-based payments and/or benefits and triggered by the MergersFirst Merger; (xi) Each Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company and its Subsidiaries, taken as a whole; (xii) Each Contract containing covenants of the Company or any of its Subsidiaries, Subsidiaries expressly (A) prohibiting or limiting the right of the Company or any of its Subsidiaries to engage in or compete with any Person in any line of business or (B) prohibiting or restricting the Company’s and its Subsidiaries’ ability to conduct their business with any Person in any geographic area, in each case, that currently has or would reasonably be expected to have a material and adverse effect on the business of the Company and its Subsidiaries (taken as a whole) as currently operated, in each case other than, for the avoidance of doubt, customary non-solicitation and no-hire provisions entered into in the ordinary course of business; (xiii) Each Contract that grants to any third Person any “most favored nation rights”; (xiv) Each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority pursuant to which the Company or any of its Subsidiaries will have any material outstanding obligation after the date of this Agreement; (xvxiv) Each Contract entered into primarily for the primary purpose of interest rate or foreign currency hedging; (xvi) Each Affiliate Agreement; and (xviixv) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which (A) any deferred or contingent payment obligations obligations, including “earn-outs” or other similar payment obligations, by or to the Company or any of its Subsidiaries remain outstanding or (B) any indemnification payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s business). (b) The Company has made available to Acquiror complete and accurate copies of each Specified Contract as in effect as of the date of this Agreement and, to the Knowledge of the Company, no service order, statement of work, or other agreement not provided to Acquiror modifies any material terms of the applicable Specified ContractAgreement. Except for any each Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date or as would not have, individually or in the aggregate, a material and adverse effect on the Company and its Subsidiaries, taken as a whole, each Specified Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the Company or one or more of its Subsidiaries party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Except, in each case, where the occurrence of such breach or default or failure to perform would not have, individually or in the aggregate, have a material and adverse effect on the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect, (x) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Specified Contracts, and (y) none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto is in breach of or default of any Specified Contract and during the last twelve (12) months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Specified Contract.

Contracts; No Defaults. (a) Schedule 4.13(aIII.11(a) contains a true, correct and complete list of all Contracts described in clauses (i) through (xiii) of this Section 4.13(aIII.11(a) to which, as of the date of this Agreement, the Company or any of its Subsidiaries is a party other than Company Benefit Plans and Real Property Leases (all such Contracts as described in clauses (i) through (xiii), collectively, the “Specified Contracts”).): (i) Each Contract with a Top Customer or Top Supplier; (ii) Each Contract, other than a customer Contract, that involves aggregate payments or consideration furnished (x) by the a Company or by any of its Subsidiaries Entity of more than $3,500,000 100,000 or (y) to the a Company or to any of its Subsidiaries Entity of more than $3,500,000100,000, in each case, in the calendar year ended December 31, 2020 2023, or any subsequent calendar year; (iii) For the Company Entities, (x) Each each Contract relating to Indebtedness having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Contract, in excess of $250,000 100,000 and (y) each outstanding Letter of Credit with commitments in excess of $50,000100,000; (iv) Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof, in each case, involving payments to or from a Company Entity in excess of $2,500,000 100,000 and with respect to which there are any material ongoing obligations; (v) Each joint venture, partnership or similar Contract (other than Contracts between wholly owned Subsidiaries of the Company) that is material to the any Company and its SubsidiariesEntity, taken as a whole; (vi) Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $1,000,000 in the aggregate; (vii) Each license, sublicense, or other agreement under which the a Company or any of its Subsidiaries Entity (x) is a licensee or otherwise receives any right with respect to any item of material Intellectual Property (excluding (A) click-wrap and shrink-wrap licenses and (B) off-the-shelf software Software licenses and other licenses of software Software that is commercially available to the public generally, in each case with one-time or annual aggregate fees of less than $1,000,000) or 100,000), (y) is a licensor or otherwise grants to a third party any rights to use any item of material Intellectual Property, other than non-exclusive licenses or sublicenses granted to customers in the ordinary course of businessbusiness or (z) are subject to any material restriction on a Company Entity’s ability to use or exploit any Intellectual Property; (viiivii) Each collective bargaining agreement or other Contract of any Company Entity with any labor union, labor organization or works council (each a “CBA”); (ixviii) Each employment or service agreement or similar Contract with any current officer, director, employee employee, or individual independent contractor of the a Company or any of its Subsidiaries with Entity that (i) provides for an annual base salary or fee in excess of $250,000150,000, and (ii) cannot be terminated upon thirty days’ notice or less without payment or liability; (xix) Each Contract with any current or former employee, director director, or other service provider of the Company or any of its Subsidiaries Entity that provides for change in control or transaction-based payments and/or benefits and triggered by the Mergers; (xix) Each Contract which grants any Person a right of first refusal, right of first offer offer, or similar right with respect to any material properties, assets or businesses of the a Company and its SubsidiariesEntity, taken as a whole; (xiixi) Each Contract containing covenants of the a Company or any of its SubsidiariesEntity, (A) prohibiting or limiting the right of the such Company or any of its Subsidiaries Entity to engage in or compete with any Person in any line of business or (B) prohibiting or restricting the Companysuch Company Entity’s and its Subsidiaries’ ability to conduct their its business with any Person in any geographic area, in each case, that currently has or would reasonably be expected to have a material and adverse effect on the business business, as currently operated, of the such Company and its Subsidiaries (Entity, taken as a whole) as currently operated, in each case other than, for the avoidance of doubt, customary non-solicitation and no-hire provisions entered into in the ordinary course of businessline with industry standards and practices; (xiiixii) Each Contract of a Company Entity that grants to any third Person any “most favored nation rights”” (as defined in the contract); (xivxiii) Each Contract of a Company Entity that is a settlement, conciliation or similar agreement with any Governmental Authority pursuant to which the such Company or any of its Subsidiaries Entity will have any material outstanding obligation after the date of this Agreement; (xvxiv) Each Contract of a Company Entity entered into primarily for the purpose of interest rate or foreign currency hedging; (xvixv) Each Affiliate Agreement; and (xviixvi) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the a Company or any of its Subsidiaries Entity (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which (A) any deferred or contingent payment obligations by or to the such Company or any of its Subsidiaries Entity remain outstanding or (B) any indemnification payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Companysuch Company Entity’s business). (b) The Company has made available to Acquiror complete and accurate copies of each Specified Contract as in effect as of the date of this Agreement and, to the Knowledge of the Company, no service order, statement of work, or other agreement not provided to Acquiror modifies any material terms of the applicable Specified Contract. Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date or as would not havebe material, individually or in the aggregate, a material and adverse effect on the Company and its Subsidiaries, taken as a whole, each Specified Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the applicable Company or one or more of its Subsidiaries Entity party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Except, in each case, where the occurrence of such breach or default or failure to perform would not have, individually or in the aggregate, a material and adverse effect on the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect, (xA) the applicable Company and its Subsidiaries have Entity has performed in all respects all respective obligations required to be performed by them to date under such Specified Contracts, and (yB) none of the Company, any of its Subsidiaries no Company Entity or, to the Knowledge of the Company, any other party thereto is in breach of or default of any Specified Contract and during the last twelve (12) 12 months, neither the no Company nor any of its Subsidiaries Entity has received any written claim or written notice of termination or breach of or default under any such Specified Contract.

Contracts; No Defaults. (a) Schedule 4.13(a5.13(a) contains a true, correct true and complete list listing of all Contracts (other than purchase orders) described in the following clauses (i) through (xiii) of this Section 4.13(a5.13(a) to which, as of the date of this Agreement, the Company or any of its Subsidiaries is a party other than Company Benefit Plans and Real Property Leases (all such Contracts as described in clauses (i) through (xiii), collectively, the “Specified Material Contracts”).): (i) Each each Contract with a Top Customer (including any Government Contract) (A) that involves, or Top Supplier; (ii) Each Contractthe Company reasonably anticipates will involve, other than a customer Contract, that involves aggregate payments or consideration furnished (x) by the Company or by any of its Subsidiaries of more than $3,500,000 5,000,000 or (y) to the Company or to any of its Subsidiaries of more than $3,500,0005,000,000, in each case, in over any twelve (12) month period or (B) with any of the calendar year ended December 31, 2020 Material Customers or any subsequent calendar yearMaterial Suppliers; (iii) (x) Each Contract relating to Indebtedness having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Contract, in excess of $250,000 and (yii) each outstanding Letter of Credit with commitments in excess of $50,000; (iv) Each Contract that is a definitive purchase and sale or similar agreement for the acquisition of any Person or any business unit thereofthereof or the disposition of any material assets of the Company or any of its Subsidiaries since the Reference Date, in each case, involving payments in excess of $2,500,000 500,000 other than Contracts in which the applicable acquisition or disposition has been consummated and with respect to which there are any no material ongoing obligationsobligations ongoing; (viii) Each each Contract with outstanding obligations that provides for the sale or purchase of personal property, fixed assets or real property and involves aggregate payments in excess of $500,000 in any twelve (12) month period, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (iv) each joint ventureventure Contract, partnership agreement, limited liability company agreement or similar Contract (other than (x) Contracts solely between wholly owned Subsidiaries of the CompanyCompany and (y) teaming agreements entered into in the ordinary course of business) that is material to the business of the Company and its Subsidiaries, Subsidiaries taken as a whole; (viv) Each each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $1,000,000 100,000 in the aggregate; (viivi) Each licenseeach Contract expressly prohibiting, sublicenselimiting or restricting, or other agreement under which the Company purporting to prohibit, limit or any of its Subsidiaries (x) is a licensee with respect to any item of material Intellectual Property (excluding (A) click-wrap and shrink-wrap licenses and (B) off-the-shelf software licenses and other licenses of software that is commercially available to the public generallyrestrict, with one-time or annual aggregate fees of less than $1,000,000) or (y) is a licensor or otherwise grants to a third party any rights to use any item of material Intellectual Property, other than non-exclusive licenses or sublicenses granted to customers in the ordinary course of business; (viii) Each collective bargaining agreement or other Contract with any labor union, labor organization or works council (each a “CBA”); (ix) Each employment or service agreement or similar Contract with any current director, employee or individual independent contractor of the Company or any of its Subsidiaries with an annual base salary or fee in excess of $250,000; (x) Each Contract with any current or former employee, director or other service provider of the Company or any of its Subsidiaries that provides for change in control or transaction-based payments and/or benefits and triggered by the Mergers; (xi) Each Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of respect the Company and its Subsidiaries, taken as a whole; (xii) Each Contract containing covenants of the Company or any of its Subsidiaries, (A) prohibiting or limiting the right ability of the Company or any of its Subsidiaries to engage in any business, to operate in any geographical area or to compete with any Person in Person; (vii) each material license or other material agreement with respect to any line item of business or Intellectual Property (B) prohibiting or restricting the Company’s and its Subsidiaries’ ability to conduct their business with any Person in any geographic area, in each case, that currently has or would reasonably be expected to have a material and adverse effect on the business of the Company and its Subsidiaries (taken as a whole) as currently operated, in each case other than, for the avoidance of doubt, customary excluding non-solicitation exclusive licenses granted to customers, suppliers and no-hire provisions entered into vendors in the ordinary course of business, and licenses granted to the Company or its Subsidiaries in respect of click-wrap, shrink-wrap and commercially available “off-the-shelf software” with annual aggregate fees of less than $250,000); (xiiiviii) Each each (A) employee collective bargaining Contract, or (B) any management or employment Contract (excluding any at-will employment Contract that grants to does not contain any third Person any “most favored nation rights”severance or change of control provisions) and all contracts with consultants and independent contractors providing for annual compensation in excess of $200,000 and that cannot be terminated with less than thirty (30) days’ prior notice; (xivix) Each each sales commission or brokerage Contract that involves annual payments in excess of $200,000 or is not cancellable on thirty (30) calendar days’ notice without payment or penalty; (x) each power of attorney or Contract that could result in any Person holding a settlementpower of attorney from the Company or any of its Subsidiaries; (xi) each mortgage, conciliation indenture, note, installment obligation or similar other instrument, agreement with or arrangement for or relating to or securing any Governmental Authority pursuant to which borrowing of money by or from the Company or any of its Subsidiaries will have any material outstanding obligation after the date in excess of this Agreement$100,000; (xvxii) Each any Contract entered into primarily for the purpose of that is a currency or interest rate or foreign currency hedging; (xvi) Each Affiliate Agreementhedging arrangement; and (xvii) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which (Axiii) any deferred commitment or contingent payment obligations by or arrangement to the Company or enter into any of its Subsidiaries remain outstanding or (B) any indemnification payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct agreement of the Company’s businesstype described in clauses (i) through (xii) of this Section 5.13(a). (b) The Company has True, correct and complete copies of the written Material Contracts have been delivered to or made available to Acquiror or its agents or Representatives, and correct and complete and accurate copies written summaries of each Specified Contract as in effect as the material terms of any oral Material Contracts have been delivered or made available to Acquiror prior to the date of this Agreement and, to the Knowledge of the Company, no service order, statement of work, or other agreement not provided to Acquiror modifies any material terms of the applicable Specified ContractAgreement. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date or and except as would not havereasonably be expected to, individually or in the aggregate, result in a material and adverse effect on liability to the Company and its Subsidiaries, taken as a whole, each Specified Contract is as of the date of this Agreement, all of the Contracts listed pursuant to Section 5.13(a) are (i) in full force and effect effect, and (ii) represents represent the legal, valid and binding obligations of the Company or one or more of its Subsidiaries party thereto and, to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. ExceptAs of the date of this Agreement, in each case, where the occurrence of such breach or default or failure to perform except as would not havereasonably be expected to result in, individually or in the aggregate, a material and adverse effect on liability to the Company and its Subsidiaries, taken as a whole, (xw) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Specified Contracts, and (y) none of neither the Company, any of its Subsidiaries ornor, to the Knowledge knowledge of the Company, any other party thereto is or is alleged to be in material breach of or material default of under any Specified Contract and during the last twelve such Contract, (12x) months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or material breach of or material default under any such Specified Contract, (y) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract (in each case, with or without notice or lapse of time or both), and (z) no party to any such Contract that is a customer of or supplier to the Company or any of its Subsidiaries has, within the past twelve (12) months, canceled, reduced or terminated its business with, or threatened in writing or, to the knowledge of the Company, orally to cancel, reduce or terminate its business with, the Company or any of its Subsidiaries, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Contracts; No Defaults. (a) Schedule 4.13(aSection 4.12(a) of the Company Disclosure Letter contains a true, correct and complete list listing of all Contracts described in clauses (i) through (xiiixv) of this Section 4.13(a) below to which, as of the date of this Agreement, the Company or any of its the Company’s Subsidiaries is a party or by which they are bound, other than a Company Benefit Plans Plan. True, correct and Real Property Leases (complete copies of the Contracts listed on Section 4.12(a) of the Company Disclosure Letter have previously been delivered to or made available to Acquiror or its agents or representatives, together with all such Contracts as described in clauses (i) through (xiii), collectively, the “Specified Contracts”)amendments thereto. (i) Each Any Contract with a any of the Top Customer or Top SupplierVendors; (ii) Each Contractnote, debenture, other than a customer Contractevidence of Indebtedness, that involves aggregate payments guarantee, loan, credit or consideration furnished (x) financing agreement or instrument or other Contract for money borrowed by the Company or by any of its Subsidiaries of more than $3,500,000 the Company’s Subsidiaries, including any agreement or (y) to the Company commitment for future loans, credit or to any of its Subsidiaries of more than $3,500,000financing, in each case, in the calendar year ended December 31, 2020 or any subsequent calendar yearexcess of $500,000; (iii) (x) Each Contract relating to Indebtedness having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Contract, in excess of $250,000 and (y) each outstanding Letter of Credit with commitments in excess of $50,000; (iv) Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereofthereof or the disposition of any material assets of the Company or any of its Subsidiaries in the last five (5) years, in each case, involving payments in excess of $2,500,000 500,000 other than Contracts (A) in which the applicable acquisition or disposition has been consummated and with respect to which there are no material obligations ongoing or (B) between the Company and its Subsidiaries; (iv) Each (A) Real Property Lease and (B) lease, rental or occupancy agreement, installment and conditional sale agreement, and other Contract that provides for the ownership of, leasing of, title to, use of, or any material ongoing obligationsleasehold or other interest in any real or personal property that involves aggregate payments in excess of $500,000 in any calendar year; (v) Each Contract involving the formation of a (A) joint venture, partnership (B) partnership, or similar Contract (C) limited liability company, in each case providing for the sharing of revenues, profits, losses or costs (excluding, in the case of clauses (B) and (C), any Subsidiary of the Company); (vi) Contracts (other than Contracts employment agreements, employee confidentiality and invention assignment agreements, equity or incentive equity documents and Governing Documents) between wholly owned Subsidiaries of the Company) that is material to the Company and its Subsidiaries, taken as a whole; (vi) Each Contract requiring capital expenditures after on the date of this Agreement in an amount in excess of $1,000,000 in the aggregate; (vii) Each licenseone hand, sublicense, or other agreement under which the Company or any of its Subsidiaries (x) is a licensee with respect to any item of material Intellectual Property (excluding (A) click-wrap and shrink-wrap licenses and (B) off-the-shelf software licenses and other licenses of software that is commercially available to the public generally, with one-time or annual aggregate fees of less than $1,000,000) or (y) is a licensor or otherwise grants to a third party any rights to use any item of material Intellectual Property, other than non-exclusive licenses or sublicenses granted to customers in the ordinary course of business; (viii) Each collective bargaining agreement or other Contract with any labor union, labor organization or works council (each a “CBA”); (ix) Each employment or service agreement or similar Contract with any current director, employee or individual independent contractor Affiliates of the Company or any of its the Company’s Subsidiaries with an annual base salary (other than the Company or fee in excess any of $250,000; the Company’s Subsidiaries), the officers and managers (xor equivalents) Each Contract with any current or former employee, director or other service provider of the Company or any of the Company’s Subsidiaries, the members or stockholders of the Company or any of the Company’s Subsidiaries, any employee of the Company or any of the Company’s Subsidiaries or a member of the immediate family of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”); (vii) Employment agreements or offer letters (or forms thereof) with each current officer of the Company or its Subsidiaries, and service agreements with each director of the Company; (viii) Contracts with any employee or consultant of the Company or any of the Company’s Subsidiaries that provides provide for change in control control, retention or transaction-based similar payments and/or or benefits and contingent upon, accelerated by or triggered by the Mergersconsummation of the transactions contemplated hereby; (xiix) Each Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company and its Subsidiaries, taken as a whole; (xii) Each Contract Contracts containing covenants of the Company or any of its Subsidiaries, the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of its the Company’s Subsidiaries to engage in or compete with any Person in any line of business in any material respect or (B) prohibiting or restricting the Company’s and its the Company’s Subsidiaries’ ability to conduct their business with any Person in any geographic areaarea in any material respect; (x) Any Collective Bargaining Agreement; (xi) Each Contract (including license agreements, in each casecoexistence agreements, that currently has settlement agreements, and agreements with applicable covenants not to xxx) pursuant to which the Company or would reasonably be expected to have a material and adverse effect on the business any of the Company and its Company’s Subsidiaries (taken as i) grants to a wholethird Person any material rights, or materially restricts any third Person, with respect to any Company Owned IP or (ii) as currently operatedis granted by a third Person any material rights, or is materially restricted, with respect to Intellectual Property (in each case for subclauses (i) and (ii), other thanthan (A) Contracts granting nonexclusive rights to use commercially available off-the-shelf software having a replacement cost or annual license fee of less than $250,000, for the avoidance of doubt(B) Open Source Licenses, customary (C) non-solicitation and no-hire provisions disclosure agreements entered into in the ordinary course of business, (D) Contracts with employees, independent contractors, and consultants, assigning inventions developed in the provision of services for the Company that are entered into in the ordinary course of business substantially on the Company’s form proprietary information and inventions agreement or consulting agreement (as applicable), and (E) incidental trademark licenses in Contracts for marketing or advertising); (xii) Each Contract requiring capital expenditures by the Company or any of the Company’s Subsidiaries after the date of this Agreement in an amount in excess of $500,000 in any calendar year; (xiii) Each Any Contract that (A) grants to any third Person any “most favored nation rights”” or (B) grants to any third Person price guarantees for a period greater than one (1) year from the date of this Agreement and requires aggregate future payments to the Company and its Subsidiaries in excess of $500,000 in any calendar year; (xiv) Each Contract that is Contracts granting to any Person (other than the Company or its Subsidiaries) a settlementright of first refusal, conciliation first offer or similar agreement with any Governmental Authority pursuant preferential right to which purchase or acquire equity interests in the Company or any of its Subsidiaries will have any material outstanding obligation after the date of this Agreement;Company’s Subsidiaries; and (xv) Each Any outstanding written commitment to enter into any Contract entered into primarily for the purpose of interest rate or foreign currency hedging; (xvi) Each Affiliate Agreement; and (xvii) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which (A) any deferred or contingent payment obligations by or to the Company or any of its Subsidiaries remain outstanding or (B) any indemnification payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s businesstype described in subsections (i) through (xiv) of this Section 4.12(a). (b) The Company has made available to Acquiror complete and accurate copies of each Specified Contract as in effect as of the date of this Agreement and, to the Knowledge of the Company, no service order, statement of work, or other agreement not provided to Acquiror modifies any material terms of the applicable Specified Contract. Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date or as would not haveDate, individually or all of the Contracts listed pursuant to Section 4.12(a) in the aggregate, a material and adverse effect on the Company and its Subsidiaries, taken as a whole, each Specified Contract is Disclosure Letter are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the Company or one or more the Subsidiary of its Subsidiaries the Company party thereto and, to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties counterparties thereto, in each case, subject to the Enforceability Exceptions. Except, in each case, where the occurrence of such breach or default or failure to perform would not have, individually or in the aggregate, a be material and adverse effect on to the Company and its Subsidiaries, taken as a whole, (x) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Specified ContractsContracts listed pursuant to Section 4.12(a), and (y) none of neither the Company, any of its Subsidiaries orthe Company’s Subsidiaries, nor, to the Knowledge knowledge of the Company, any other party thereto is in breach of or default of under any Specified Contract and such Contract, (y) during the last twelve (12) months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Specified Contract, and (z) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract by the Company or its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. (a) Schedule 4.13(aSection 4.12(a) of the Company Disclosure Letter contains a true, correct and complete list listing of all Contracts described in clauses (i) through (xiiixv) of this Section 4.13(a) below to which, as of the date of this Agreement, the Company or any of its the Company’s Subsidiaries is a party or by which they are bound, other than a Company Benefit Plans Plan. True, correct and Real Property Leases (complete copies of the Contracts listed on Section 4.12(a) of the Company Disclosure Letter have previously been delivered to or made available to Acquiror or its agents or representatives, together with all such Contracts as described in clauses (i) through (xiii), collectively, the “Specified Contracts”)amendments thereto. (i) Each Any Contract with a any of the Top Customer Customers or the Top SupplierVendors; (ii) Each Contractnote, debenture, other than a customer Contractevidence of Indebtedness, that involves aggregate payments guarantee, loan, credit or consideration furnished (x) financing agreement or instrument or other Contract for money borrowed by the Company or by any of its Subsidiaries of more than $3,500,000 the Company’s Subsidiaries, including any agreement or (y) to the Company commitment for future loans, credit or to any of its Subsidiaries of more than $3,500,000financing, in each case, in the calendar year ended December 31, 2020 or any subsequent calendar yearexcess of $1,000,000; (iii) (x) Each Contract relating to Indebtedness having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Contract, in excess of $250,000 and (y) each outstanding Letter of Credit with commitments in excess of $50,000; (iv) Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereofthereof or the disposition of any material assets of the Company or any of its Subsidiaries in the last two (2) years, in each case, involving payments in excess of $2,500,000 1,000,000 other than Contracts (A) in which the applicable acquisition or disposition has been consummated and with respect to which there are no material obligations ongoing, or (B) between the Company and its wholly-owned Subsidiaries; (iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract that provides for the ownership of, leasing of, title to, use of, or any material ongoing obligationsleasehold or other interest in any real or personal property that involves aggregate payments in excess of $1,000,000 in any calendar year; (v) Each Contract involving the formation of a (A) joint venture, partnership (B) partnership, or similar Contract (C) limited liability company (excluding, in the case of clauses (B) and (C), any wholly-owned Subsidiary of the Company); (vi) Contracts (other than Contracts employment agreements, employee confidentiality and invention assignment agreements, equity or incentive equity documents and Governing Documents) between wholly owned Subsidiaries of the Company) that is material to the Company and its Subsidiaries, taken as on the one hand, and Affiliates of the Company or any of the Company’s Subsidiaries (other than the Company or any of the Company’s Subsidiaries), the officers and managers (or equivalents) of the Company or any of the Company’s Subsidiaries, the members or stockholders of the Company or any of the Company’s Subsidiaries, any employee of the Company or any of the Company’s Subsidiaries or a wholemember of the immediate family of the foregoing Persons, on the other hand, including the Company Financing Agreements (collectively, “Affiliate Agreements”); (vivii) Employment contracts with each current executive, officer, director or current employee of the Company or its Subsidiaries with a title of Vice President or higher; (viii) Contracts with any employee or consultant of the Company or any of the Company’s Subsidiaries that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the transactions contemplated hereby; (ix) Contracts containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business in any material respect or (B) prohibiting or restricting the Company’s and the Company’s Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect; (x) Any collective bargaining (or similar) agreement or Contract between the Company or any of the Company’s Subsidiaries, on one hand, and any labor union or other body representing employees of the Company or any of the Company’s Subsidiaries, on the other hand; (xi) Each Contract (including license agreements, coexistence agreements, and agreements with covenants not to sxx, but not including (1) non-disclosure agreements, (2) nonexclusive licenses granted to service providers in connection with the provision of services to the Company or any of its Subsidiaries, or (3) ancillary trademark licenses incident to marketing, printing or advertising Contracts, in each case of (1)-(3) entered into in the ordinary course of business) pursuant to which the Company or any of the Company’s Subsidiaries (i) grants to a third Person the right to use material Intellectual Property of the Company or its Subsidiaries (other than Contracts granting nonexclusive rights to customers to use the Company’s or its Subsidiaries’ products in the ordinary course of business) or (ii) is granted by a third Person the right to use Intellectual Property that is material to the business of the Company or its Subsidiaries (other than Contracts granting nonexclusive rights to use commercially available off-the-shelf software that is not used in the Company’s or its Subsidiaries’ products and involves aggregate payments less than $1,000,000 in any calendar year and Open Source Licenses); (xii) Each Contract requiring capital expenditures by the Company or any of the Company’s Subsidiaries after the date of this Agreement in an amount in excess of $1,000,000 in the aggregate; (vii) Each license, sublicense, or other agreement under which the Company or any of its Subsidiaries (x) is a licensee with respect to any item of material Intellectual Property (excluding (A) click-wrap and shrink-wrap licenses and (B) off-the-shelf software licenses and other licenses of software that is commercially available to the public generally, with one-time or annual aggregate fees of less than $1,000,000) or (y) is a licensor or otherwise grants to a third party any rights to use any item of material Intellectual Property, other than non-exclusive licenses or sublicenses granted to customers in the ordinary course of business; (viii) Each collective bargaining agreement or other Contract with any labor union, labor organization or works council (each a “CBA”); (ix) Each employment or service agreement or similar Contract with any current director, employee or individual independent contractor of the Company or any of its Subsidiaries with an annual base salary or fee in excess of $250,000; (x) Each Contract with any current or former employee, director or other service provider of the Company or any of its Subsidiaries that provides for change in control or transaction-based payments and/or benefits and triggered by the Mergers; (xi) Each Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company and its Subsidiaries, taken as a whole; (xii) Each Contract containing covenants of the Company or any of its Subsidiaries, (A) prohibiting or limiting the right of the Company or any of its Subsidiaries to engage in or compete with any Person in any line of business or (B) prohibiting or restricting the Company’s and its Subsidiaries’ ability to conduct their business with any Person in any geographic area, in each case, that currently has or would reasonably be expected to have a material and adverse effect on the business of the Company and its Subsidiaries (taken as a whole) as currently operated, in each case other than, for the avoidance of doubt, customary non-solicitation and no-hire provisions entered into in the ordinary course of businesscalendar year; (xiii) Each Any Contract that (A) grants to any third Person any “most favored nation rights”” or (B) grants to any third Person price guarantees for a period greater than one (1) year from the date of this Agreement and requires aggregate future payments to the Company and its Subsidiaries in excess of $1,000,000 in any calendar year; (xiv) Each Contract that is Contracts granting to any Person (other than the Company or its Subsidiaries) a settlementright of first refusal, conciliation first offer or similar agreement with any Governmental Authority pursuant preferential right to which purchase or acquire equity interests in the Company or any of its Subsidiaries will have any material outstanding obligation after the date of this Agreement;Company’s Subsidiaries; and (xv) Each Any outstanding written commitment to enter into any Contract entered into primarily for the purpose of interest rate or foreign currency hedging; (xvi) Each Affiliate Agreement; and (xvii) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which (A) any deferred or contingent payment obligations by or to the Company or any of its Subsidiaries remain outstanding or (B) any indemnification payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s businesstype described in subsections (i) through (xiv) of this Section 4.12(a). (b) The Company has made available to Acquiror complete and accurate copies of each Specified Contract as in effect as of the date of this Agreement and, to the Knowledge of the Company, no service order, statement of work, or other agreement not provided to Acquiror modifies any material terms of the applicable Specified Contract. Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date or as would not haveDate, individually or all of the Contracts listed pursuant to Section 4.12(a) in the aggregate, a material and adverse effect on the Company and its Subsidiaries, taken as a whole, each Specified Contract is Disclosure Letter are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the Company or one or more the Subsidiary of its Subsidiaries the Company party thereto and, to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties counterparties thereto, in each case, subject to the Enforceability Exceptions. Except, in each case, where the occurrence of such breach or default or failure to perform would not have, individually or in be material to the aggregate, a material and adverse effect on business of the Company and its Subsidiaries, taken as a whole, (x) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Specified Contracts, Contracts listed pursuant to Section 4.12(a) and (y) none of neither the Company, any of its Subsidiaries orthe Company’s Subsidiaries, nor, to the Knowledge knowledge of the Company, any other party thereto is in breach of or default of under any Specified Contract and such Contract, (y) during the last twelve (12) months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Specified Contract, and (z) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract by the Company or its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. (a) Schedule 4.13(aSection 4.21(a) of the Company Disclosure Letter contains a true, correct and complete list listing of all Contracts described in clauses (i) through (xiiixvii) of this Section 4.13(a) below to which, as of the date of this Agreement, the Company or any of its the Company’s Subsidiaries is a party or by which they are bound, other than a Company Benefit Plans Plan. True, correct and Real Property Leases (complete copies of the Contracts listed on Section 4.21(a) of the Company Disclosure Letter have previously been delivered to or made available to Acquiror or its agents or representatives, together with all such Contracts as described in clauses (i) through (xiii), collectively, the “Specified Contracts”)amendments thereto. (i) Each Any Contract with a any of the Top Customer or Top SupplierVendors; (ii) Each Contractnote, debenture, other than a customer Contractevidence of Indebtedness, that involves aggregate payments guarantee, loan, credit or consideration furnished (x) financing agreement or instrument or other Contract for money borrowed by the Company or by any of its Subsidiaries of more than $3,500,000 the Company’s Subsidiaries, including any agreement or (y) to the Company commitment for future loans, credit or to any of its Subsidiaries of more than $3,500,000financing, in each case, in the calendar year ended December 31, 2020 or any subsequent calendar yearexcess of $1,000,000; (iii) (x) Each Contract relating to Indebtedness having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Contract, in excess of $250,000 and (y) each outstanding Letter of Credit with commitments in excess of $50,000; (iv) Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereofthereof or the disposition of any material assets of the Company or any of its Subsidiaries in the last three (3) years, in each case, involving payments in excess of $2,500,000 1,000,000 other than (A) Contracts in which the applicable acquisition or disposition has been consummated and with respect to which there are no material obligations ongoing, or (B) between the Company and its wholly-owned Subsidiaries; (iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract that provides for the ownership of, leasing of, title to, use of, or any material ongoing obligationsleasehold or other interest in any real or personal property that involves aggregate payments in excess of $250,000 in any calendar year; (v) Each Contract involving the formation of a (A) joint venture, partnership (B) partnership, or similar Contract (other than Contracts between wholly C) limited liability company (excluding, in the case of clauses (B) and (C), any wholly-owned Subsidiaries Subsidiary of the Company) ), in each case, that is are material to the Company and its Subsidiaries, taken as a whole; (vi) Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $1,000,000 in the aggregate; Contracts (viiother than Company Benefit Plans, employee confidentiality and invention assignment agreements, equity or incentive equity documents and Governing Documents) Each license, sublicense, or other agreement under which the Company or any of its Subsidiaries (x) is a licensee with respect to any item of material Intellectual Property (excluding between (A) click-wrap the Company and shrink-wrap licenses its Subsidiaries, on the one hand, and (B) off-the-shelf software licenses and other licenses of software that is commercially available to the public generally, with one-time or annual aggregate fees of less than $1,000,000(1) or (y) is a licensor or otherwise grants to a third party any rights to use any item of material Intellectual Property, other than non-exclusive licenses or sublicenses granted to customers in the ordinary course of business; (viii) Each collective bargaining agreement or other Contract with any labor union, labor organization or works council (each a “CBA”); (ix) Each employment or service agreement or similar Contract with any current director, employee or individual independent contractor Affiliates of the Company or any of its the Company’s Subsidiaries with an annual base salary (other than the Company or fee in excess any of $250,000; the Company’s Subsidiaries), (x2) Each Contract with any the current executives, officers and directors (or former employee, director or other service provider equivalents) of the Company or any of its the Company’s Subsidiaries or a member of the immediate family of the foregoing Persons, (3) the stockholders of the Company owning 5% or more of the outstanding shares of Company Capital Stock, on the other hand (collectively, “Affiliate Agreements”); (vii) Contracts with any employee or consultant of the Company or any of the Company’s Subsidiaries that provides provide for change in control control, retention or transaction-based similar payments and/or or benefits and contingent upon, accelerated by or triggered by the Mergersconsummation of the transactions contemplated hereby; (xiviii) Each Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company and its Subsidiaries, taken as a whole; (xii) Each Contract Contracts containing covenants of the Company or any of its Subsidiaries, the Company’s Subsidiaries (A) prohibiting or expressly limiting the right of the Company or any of its the Company’s Subsidiaries to engage in or compete with any Person in any line of business in any material respect or (B) prohibiting or restricting the Company’s and its the Company’s Subsidiaries’ ability to conduct their business with any Person in any geographic areaarea in any material respect, in each case, excluding confidentiality agreements and agreements that currently has contain confidentiality or would reasonably be expected to have a material and adverse effect on the business of the Company and its Subsidiaries (taken as a whole) as currently operated, in each case other than, for the avoidance of doubt, customary non-solicitation and no-hire provisions covenants entered into in the ordinary course of business; (xiiiix) Any Collective Bargaining Agreement or Contract between the Company or any of the Company’s Subsidiaries, on one hand, and any labor union or other body representing employees of the Company or any of the Company’s Subsidiaries, on the other hand; (x) Each Contract (including license agreements, coexistence agreements, settlement agreements and agreements with applicable covenants not to xxx but excluding any non-disclosure agreements entered into in the ordinary course of business and any Contracts with employees, contractors or consultants engaged by the Company or any of its Subsidiaries) (i) pursuant to which the Company or any of the Company’s Subsidiaries grants to a third Person any material license, covenant not to xxx or similar rights with respect to any material Company Owned IP (other than (A) any Contracts granting nonexclusive rights to use Company Owned IP to customers and end users entered into in the ordinary course of business and (B) any Contracts granting incidental licenses to any Company Owned IP constituting Trademarks for limited promotional or marketing purposes), (ii) pursuant to which the Company or any of the Company’s Subsidiaries are granted by a third Person any license, covenant to xxx or similar rights with respect to Intellectual Property material to the business of the Company or its Subsidiaries (other than (A) Contracts granting nonexclusive rights to use unmodified commercially available off-the-shelf Software that have been granted on standardized, commercially-available terms and (B) Open Source Licenses) or (iii) pursuant to which the Company or any of the Company’s Subsidiaries has assigned or agreed to assign, or has been assigned or agreed to be assigned, any Intellectual Property material to the business of the Company or its Subsidiaries; (xi) Each Contract requiring capital expenditures by the Company or any of the Company’s Subsidiaries after the date of this Agreement in an amount in excess of $500,000 in any calendar year; (xii) Any Contract that (A) grants to any third Person any “most favored nation rights”” or (B) grants to any third Person price guarantees for a period greater than one (1) year from the date of this Agreement and requires aggregate future payments to the Company and its Subsidiaries in excess of $250,000 in any calendar year; (xiii) Contracts granting to any Person (other than the Company or its Subsidiaries) a right of first refusal, first offer or similar preferential right to purchase or acquire equity interests in the Company or any of the Company’s Subsidiaries; (xiv) Each Any Contract that is containing a settlement, conciliation standstill or similar agreement with pursuant to which one party has agreed not to acquire assets or securities of the other party or any Governmental Authority pursuant of its Affiliates; (xv) Any Contract to which the Company or any of its Subsidiaries will have is a party, or by which any material outstanding obligation after of them are bound, the date ultimate contracting party of this Agreement; which is a Governmental Entity (xv) Each Contract entered into primarily for the purpose of interest rate including any subcontract with a prime contractor or foreign currency hedgingother subcontractor who is a party to any such Contract); (xvi) Each Affiliate AgreementThe Company Warrants and Company Notes; and (xvii) Each Any outstanding written commitment to enter into any Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which (A) any deferred or contingent payment obligations by or to the Company or any of its Subsidiaries remain outstanding or (B) any indemnification payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s businesstype described in subsections (i) through (xvi) of this Section 4.21(a). (b) The Company has made available to Acquiror complete and accurate copies of each Specified Contract as in effect as of the date of this Agreement and, to the Knowledge of the Company, no service order, statement of work, or other agreement not provided to Acquiror modifies any material terms of the applicable Specified Contract. Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date or as would not haveDate, individually or all of the Contracts listed pursuant to Section 4.21(a) in the aggregate, a material and adverse effect on the Company and its Subsidiaries, taken as a whole, each Specified Contract is Disclosure Letter are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the Company or one or more the Subsidiary of its Subsidiaries the Company party thereto and, to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Except, in each case, where the occurrence of such breach or default or failure to perform would not have, individually or in the aggregate, a material and adverse effect on the Company and its Subsidiaries, taken as a whole, (x) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Specified Contracts, and (y) none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto is in breach of or default of any Specified Contract and during the last twelve (12) months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Specified Contract.counterparties

Contracts; No Defaults. (a) Schedule 4.13(aSchedule3.14(a) contains a true, correct and complete list of all Contracts described in clauses (i) through (xiii) of this Section 4.13(a3.14(a) to which, as of the date of this Agreement, the Company or any of its Subsidiaries is a party other than Company Benefit Plans and Real Property Leases (all such Contracts as described in clauses (i) through (xiii), collectively, the “Specified Contracts”). (i) Each Contract with a Top Customer or Top Supplier; (ii) Each Contract, other than a customer Contract, that involves aggregate payments or consideration furnished (x) by the Company or by any of its Subsidiaries of more than $3,500,000 250,000 or (y) to the Company or to any of its Subsidiaries of more than $3,500,000250,000, in each case, in the calendar year ended December 31, 2020 or any subsequent calendar year; (iii) (x) Each Contract relating to Indebtedness having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Contract, in excess of $250,000 100,000 and (y) each outstanding Letter of Credit with commitments in excess of $50,000250,000; (iv) Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof, in each case, involving payments in excess of $2,500,000 150,000 and with respect to which there are any material ongoing obligations; (v) Each joint venture, partnership or similar Contract (other than Contracts between wholly wholly-owned Subsidiaries of the Company) that is material to the Company and its Subsidiaries, taken as a whole; (vi) Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $1,000,000 in the aggregate; (vii) Each license, sublicense, or other agreement under which the Company or any of its Subsidiaries (x) is a licensee with respect to any item of material Intellectual Property (excluding (A) click-wrap and shrink-wrap licenses and (B) off-the-shelf software licenses and other licenses of software that is commercially available to the public generally, with one-time or annual aggregate fees of less than $1,000,000100,000) or (y) is a licensor or otherwise grants to a third party any rights to use any item of material Intellectual Property, other than non-exclusive licenses or sublicenses granted to customers in the ordinary course of business; (viiivii) Each collective bargaining agreement or other Contract with any labor union, labor organization or works council (each a “CBA”); (ixviii) Each employment or service agreement or similar Contract with any current director, employee or individual independent contractor of the Company or any of its Subsidiaries with an annual base salary or fee in excess of $250,000120,000; (xix) Each Contract with any current or former employee, director or other service provider of the Company or any of its Subsidiaries that provides for change in control or transaction-based payments and/or benefits and triggered by the Mergers; (xix) Each Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company and its Subsidiaries, taken as a whole; (xiixi) Each Contract containing covenants of the Company or any of its Subsidiaries, (A) prohibiting or limiting the right of the Company or any of its Subsidiaries to engage in or compete with any Person in any line of business or (B) prohibiting or restricting the Company’s and its Subsidiaries’ ability to conduct their business with any Person in any geographic area, in each case, that currently has or would reasonably be expected to have a material and adverse effect on the business business, as currently operated, of the Company and its Subsidiaries (Subsidiaries, taken as a whole) as currently operated, in each case other than, for the avoidance of doubt, customary non-solicitation and no-hire provisions entered into in the ordinary course of business; (xiiixii) Each Contract that grants to any third Person any “most favored nation rights”; (xivxiii) Each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority pursuant to which the Company or any of its Subsidiaries will have any material outstanding obligation after the date of this Agreement; (xvxiv) Each Contract entered into primarily for the purpose of interest rate or foreign currency hedging; (xvixv) Each Affiliate Agreement; and (xviixvi) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which (A) any deferred or contingent payment obligations by or to the Company or any of its Subsidiaries remain outstanding or (B) any indemnification payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s business). (b) The Company has made available to Acquiror complete and accurate copies of each Specified Contract as in effect as of the date of this Agreement and, to the Knowledge of the Company, no service order, statement of work, or other agreement not provided to Acquiror modifies any material terms of the applicable Specified Contract. Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date or as would not have, individually or in the aggregate, a material and adverse effect on the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect, each Specified Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the Company or one or more of its Subsidiaries party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Except, in each case, where the occurrence of such breach or default or failure to perform would not have, individually or in the aggregate, a material and adverse effect on the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect, (xA) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Specified Contracts, and (yB) none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto is in breach of or default of any Specified Contract and during the last twelve (12) 12 months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Specified Contract.

Contracts; No Defaults. (a) Schedule 4.13(a5.12(a) of the PGHL Schedules contains a true, correct true and complete list listing of all Contracts (other than purchase orders) described in clauses (i) through (xiiixiv) of this Section 4.13(a5.12(a) to which, as of the date of this Agreement, the Company PGHL or any of its Subsidiaries is a party (together with all material amendments, waivers or other changes thereto) other than Company PGHL Benefit Plans and Real Property Leases (all such Contracts as described in clauses (i) through (xiii), collectively, the “Specified Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to FTAC. (i) Each Contract with a Top Customer or Top Supplier; (ii) Each Contract, other than a customer Contract, that involves PGHL reasonably anticipates will involve aggregate payments or consideration furnished (x) by the Company or to PGHL or by any of its Subsidiaries of more than $3,500,000 or (y) to the Company or to any of its Subsidiaries of more than $3,500,000, in each case, 5,000,000 in the calendar year ended December 31, 2020 or any subsequent calendar year; (iii) (xii) Each Contract relating to Indebtedness having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Contract, in excess of $250,000 and (y) each outstanding Letter of Credit with commitments in excess of $50,000PGHL Financing Agreement; (iviii) Each Contract that is a definitive purchase and sale or similar agreement for the acquisition of any Person or any business unit thereofthereof or the disposition of any material assets of PGHL or any of its Subsidiaries since December 31, 2017, in each case, involving payments in excess of $2,500,000 25,000,000; (iv) Each lease, rental or occupancy agreement, installment and conditional sale agreement and each other Contract with respect to which there are outstanding obligations that (x) provides for the ownership of, leasing of, title to, use of, or any material ongoing obligationsleasehold or other interest in any real or personal property and (y) involves aggregate payments in excess of $1,000,000 in any calendar year, other than sales or purchase agreements in the ordinary course of business consistent with past practices and sales of obsolete equipment; (v) Each joint ventureventure Contract, partnership agreement, limited liability company agreement or similar Contract (other than Contracts between wholly owned Subsidiaries of the CompanyPGHL) that is material to the Company business of PGHL and its Subsidiariessubsidiaries, taken as a whole; (vi) Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $1,000,000 5,000,000 in the aggregate; (vii) Each licenseContract expressly prohibiting or restricting in any material respect the ability of PGHL or its Subsidiaries to engage in any business, sublicenseto sell or distribute any products, to operate in any geographical area or to compete with any Person; (viii) Each material license or other agreement under which the Company or any of its Subsidiaries (x) is a licensee with respect to any material item of material Intellectual Property (excluding (A) click-wrap and shrink-wrap licenses and (B) granted to PGHL or its Subsidiaries for commercially available “off-the-shelf shelf” software licenses and other licenses of software that is commercially available to the public generally, with one-time or annual aggregate fees of less than $1,000,000) , or (y) is a licensor or otherwise grants to a third party any rights to use any item of material Intellectual Property, other than non-exclusive licenses or sublicenses granted to customers in the ordinary course of business); (viiiix) Each employee collective bargaining agreement Contract or other Contract with any labor union, works council, or labor organization or works council (each a “CBA”); (ix) Each employment or service agreement or similar Contract with any current director, employee or individual independent contractor of the Company or any of its Subsidiaries with an annual base salary or fee in excess of $250,000association; (x) Each sales commission or brokerage Contract with any current that involves annual payments in excess of $2,000,000 or former employee, director is not cancellable on 30 calendar days’ notice without payment or other service provider of the Company or any of its Subsidiaries that provides for change in control or transaction-based payments and/or benefits and triggered by the Mergerspenalty; (xi) Each Contract which grants any Person a right of first refusalmortgage, right of first offer indenture, note, installment obligation or similar right with respect other instrument, agreement or arrangement for or relating to any material properties, assets Indebtedness or businesses borrowing of the Company and money by or from PGHL or any of its Subsidiaries, taken as a wholeSubsidiaries in excess of $10,000,000 (other than Contracts disclosed pursuant to Section 5.12(a)(ii)); (xii) Each Any Contract containing covenants of the Company that is a currency or any of its Subsidiaries, interest hedging arrangement; (Axiii) prohibiting or limiting the right of the Company Any Contract under which PGHL or any of its Subsidiaries has agreed to engage in purchase or compete with any Person in any line of business sell goods or (B) prohibiting services from a vendor, supplier or restricting the Company’s and its Subsidiaries’ ability to conduct their business with any Person in any geographic area, in each case, that currently has other person on a preferred supplier or would reasonably be expected to have a material and adverse effect on the business of the Company and its Subsidiaries (taken as a whole) as currently operated, in each case other than, for the avoidance of doubt, customary non-solicitation and no-hire provisions entered into in the ordinary course of business; (xiii) Each Contract that grants to any third Person any “most favored nation rights”;supplier” basis; and (xiv) Each Contract that is a settlement, conciliation or similar Any commitment to enter into agreement with any Governmental Authority pursuant to which of the Company or any of its Subsidiaries will have any material outstanding obligation after the date type described in clauses (i) through (xiii) of this Agreement; (xv) Each Contract entered into primarily for the purpose of interest rate or foreign currency hedging; (xvi) Each Affiliate Agreement; and (xvii) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which (A) any deferred or contingent payment obligations by or to the Company or any of its Subsidiaries remain outstanding or (B) any indemnification payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s businessSection 5.12(a). (b) The Company has made available to Acquiror complete and accurate copies of each Specified Contract as in effect as of the date of this Agreement and, to the Knowledge of the Company, no service order, statement of work, or other agreement not provided to Acquiror modifies any material terms of the applicable Specified Contract. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date or and except as would not havenot, individually or in the aggregate, a reasonably be expected to be material and adverse effect on the Company to PGHL and its Subsidiaries, taken as a whole, each Specified Contract is as of the date of this Agreement, all of the Contracts listed pursuant to Section 5.12(a) are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the Company PGHL or one or more of its Subsidiaries party thereto and, to the Knowledge knowledge of the CompanyPGHL, represents represent the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. ExceptAs of the date of this Agreement, in each case, where the occurrence of such breach or default or failure to perform except as would not havereasonably be expected to be, individually or in the aggregate, a material and adverse effect on the Company to PGHL and its Subsidiaries, taken as a whole, (x) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Specified Contracts, and (yw) none of the CompanyPGHL, any of its Subsidiaries or, to the Knowledge knowledge of the CompanyPGHL, any other party thereto is or is alleged to be in material breach of or material default of under any Specified Contract and during the last twelve such Contract, (12x) months, neither the Company PGHL nor any of its Subsidiaries has received any written claim or written notice of termination or material breach of or material default under any such Specified Contract, (y) to the knowledge of PGHL, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract (in each case, with or without notice or lapse of time or both) and (z) no party to any such Contract that is a customer of or supplier to PGHL or any of its Subsidiaries has, within the past 12 months, canceled or terminated its business with, or, to the knowledge of PGHL, threatened in writing to cancel or terminate its business with, PGHL or any of its Subsidiaries.

Contracts; No Defaults. (a) Schedule 4.13(aSection 4.12(a) of the Company Disclosure Letter contains a true, correct and complete list listing of all Contracts described in clauses (i) through (xiiixv) of this Section 4.13(a) below to which, as of the date of this Agreement, the Company or any of its the Company’s Subsidiaries is a party or by which they are bound, other than (A) Standard Contracts, (B) sales or purchase orders, and agreements that solely govern the use and disclosure of confidential information entered in the ordinary course of business consistent with past practice, or (C) a Company Benefit Plans Plan. True, correct and Real Property Leases (complete copies of the Contracts listed on Section 4.12(a) of the Company Disclosure Letter have previously been delivered to or made available to Acquiror or its agents or representatives, together with all such Contracts as described in clauses (i) through (xiii), collectively, the “Specified Contracts”)amendments thereto. (i) Each Any Contract with a any of the Top Customer Customers or Top SupplierSuppliers; (ii) Each Contractnote, debenture, other than a customer Contractevidence of Indebtedness for borrowed money, that involves aggregate payments guarantee, loan, credit or consideration furnished (x) financing agreement or instrument or other Contract for money borrowed by the Company or by any of its Subsidiaries of more than $3,500,000 the Company’s Subsidiaries, and any other agreement or (y) to the Company commitment for future loans, credit or to any of its Subsidiaries of more than $3,500,000financing, in each case, in the calendar year ended December 31, 2020 excess of or any subsequent calendar yearequal to $500,000; (iii) (x) Each Contract relating to Indebtedness having an outstanding principal amount, together with any undrawn commitments to fund Indebtedness under such Contract, in excess of $250,000 and (y) each outstanding Letter of Credit with commitments in excess of $50,000; (iv) Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereofthereof or the disposition of any material assets of the Company or any of its Subsidiaries in the most recent calendar year ended December 31, 2021, in each case, involving payments in excess of $2,500,000 500,000 other than Contracts (A) in which the applicable acquisition or disposition has been consummated and with respect to which there are no material obligations ongoing, (B) entered into in the ordinary course of business or (C) between the Company and its wholly owned Subsidiaries; (iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract that provides for the ownership of, leasing of, title to, use of, or any material ongoing obligationsleasehold or other interest in any real or personal property that involves aggregate payments in excess of $500,000 in any calendar year; (v) Each Contract involving the formation of a (A) joint venture, partnership (B) partnership, or similar Contract (C) limited liability company (excluding, in the case of clauses (B) and (C), any Subsidiary of the Company); (vi) Contracts (other than Contracts employment agreements, offer letters, employee confidentiality and invention assignment agreements, equity or incentive equity documents and Governing Documents) between wholly owned Subsidiaries of the Company) that is material to the Company and its Subsidiaries, taken as a whole; (vi) Each Contract requiring capital expenditures after on the date of this Agreement in an amount in excess of $1,000,000 in the aggregate; (vii) Each licenseone hand, sublicense, or other agreement under which the Company or any of its Subsidiaries (x) is a licensee with respect to any item of material Intellectual Property (excluding (A) click-wrap and shrink-wrap licenses and (B) off-the-shelf software licenses and other licenses of software that is commercially available to the public generally, with one-time or annual aggregate fees of less than $1,000,000) or (y) is a licensor or otherwise grants to a third party any rights to use any item of material Intellectual Property, other than non-exclusive licenses or sublicenses granted to customers in the ordinary course of business; (viii) Each collective bargaining agreement or other Contract with any labor union, labor organization or works council (each a “CBA”); (ix) Each employment or service agreement or similar Contract with any current director, employee or individual independent contractor Affiliates of the Company or any of its the Company’s Subsidiaries with an annual base salary (other than the Company or fee in excess any of $250,000; the Company’s Subsidiaries), the officers and managers (xor equivalents) Each Contract with any current or former employee, director or other service provider of the Company or any of the Company’s Subsidiaries, the members or stockholders of the Company or any of the Company’s Subsidiaries, any employee of the Company or any of the Company’s Subsidiaries or, to the knowledge of the Company, a member of the immediate family of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”); (vii) Employment Contracts with each current executive officer, director, Key Employee or employee of the Company or its Subsidiaries with a title of vice president or higher; (viii) Contracts with any employee or consultant of the Company or any of the Company’s Subsidiaries that provides provide for change in control control, retention or transaction-based similar payments and/or or benefits and contingent upon, accelerated by or triggered by the Mergersconsummation of the transactions contemplated hereby; (xiix) Each Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any material properties, assets or businesses of the Company and its Subsidiaries, taken as a whole; (xii) Each Contract Contracts containing covenants of the Company or any of its Subsidiaries, the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of its the Company’s Subsidiaries to engage in or compete with any Person in any line of business in any material respect or (B) prohibiting or restricting the Company’s and its the Company’s Subsidiaries’ ability to conduct their business with any Person in any geographic areaarea in any material respect; (x) Any collective bargaining (or similar) agreement or Contract between the Company or any of the Company’s Subsidiaries, on one hand, and any labor union or other body representing employees of the Company or any of the Company’s Subsidiaries, on the other hand; (xi) Each Contract (including license agreements, coexistence agreements, and agreements with covenants not to xxx but excluding non-disclosure agreements in the ordinary course) pursuant to which the Company or any of the Company’s Subsidiaries (A) grants to a third Person a license, immunity, or other right in or to any material Company Intellectual Property (other than Contracts granting nonexclusive rights (i) to customers and distributors to use Company products or services, or (ii) incidental to or implied by the sale or purchase of goods or services, in each case, entered into in the ordinary course of business consistent with past practice) or (B) is granted by a third Person a license, immunity, or other right in or to any Intellectual Property that currently has or would reasonably be expected is material to have a material and adverse effect on the business of the Company and its Subsidiaries (taken as a wholeother than Contracts granting nonexclusive rights to use uncustomized Software that is generally commercially available to the public on standard or nondiscriminatory terms with license, maintenance, support, and other fees less than $500,000 per year); (xii) as currently operated, Each Contract requiring capital expenditures by the Company or any of the Company’s Subsidiaries after the date of this Agreement in each case other than, for the avoidance an amount in excess of doubt, customary non-solicitation and no-hire provisions entered into $500,000 in the ordinary course of businessany calendar year; (xiii) Each Any Contract that (A) grants to any third Person any “most favored nation rights”” or (B) grants to any third Person price guarantees for a period greater than one year from the date of this Agreement and requires aggregate future payments to the Company and its Subsidiaries in excess of $500,000 in any calendar year; (xiv) Each Contract that is Contracts granting to any Person (other than the Company or its Subsidiaries) a settlementright of first refusal, conciliation first offer or similar agreement with any Governmental Authority pursuant preferential right to which purchase or acquire equity interests in the Company or any of its Subsidiaries will have any material outstanding obligation after the date of this Agreement;Company’s Subsidiaries; and (xv) Each Any outstanding written binding commitment to enter into any Contract entered into primarily for the purpose of interest rate or foreign currency hedging; (xvi) Each Affiliate Agreement; and (xvii) Each Contract that relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which (A) any deferred or contingent payment obligations by or to the Company or any of its Subsidiaries remain outstanding or (B) any indemnification payment obligations remain outstanding (excluding acquisitions or dispositions in the ordinary course of business consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s businesstype described in subsections (i) through (xiv) of this Section 4.12(a). (b) The Company has made available to Acquiror complete and accurate copies of each Specified Contract as in effect as of the date of this Agreement and, to the Knowledge of the Company, no service order, statement of work, or other agreement not provided to Acquiror modifies any material terms of the applicable Specified Contract. Except for any Contract (i) that is terminable without penalty by any other party thereto on 30 days’ or less notice or (ii) that will terminate upon the expiration of the stated term thereof prior to the anticipated Closing Date or as would not haveDate, individually or all of the Contracts listed pursuant to Section 4.12(a) in the aggregate, a material and adverse effect on the Company and its Subsidiaries, taken as a whole, each Specified Contract is Disclosure Letter are (iA) in full force and effect and (iiB) represents represent the legal, valid and binding obligations of the Company or one or more the Subsidiary of its Subsidiaries the Company party thereto and, to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties counterparties thereto, in each case, subject to the Enforceability Exceptions. Except, in each case, where the occurrence of such breach or default or failure to perform would not have, individually or in the aggregate, a be material and adverse effect on to the Company and its Subsidiaries, taken as a whole, (xA) the Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under such Specified Contracts, Contracts listed pursuant to Section 4.12(a) and (y) none of neither the Company, any of its Subsidiaries orthe Company’s Subsidiaries, nor, to the Knowledge knowledge of the Company, any other party thereto is in breach of or default of under any Specified such Contract and (B) during the last twelve (12) monthsmonths prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Specified Contract.